Edgar Filing: QCR HOLDINGS INC

qcrh20180331_10q.htm

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2018

[ ] 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 0-22208

QCR HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	42-1397595
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3551 7^th Street, Moline, Illinois 61265

(Address of principal executive offices, including zip code)

(309) 736-3580

(Registrant’s telephone number, including area code)

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

Yes [ X ] No [ ]

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

Yes [ X ] No [ ]

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

Large accelerated filer [ ] Accelerated filer [ X ] Non-accelerated filer [ ]

Smaller reporting company [ ] Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

Yes [ ] No [ X ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of May 1, 2018, the Registrant had outstanding 13,952,800 shares of common stock, $1.00 par value per share.

Table of Contents

QCR HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

			Page Number(s)
Part I	FINANCIAL INFORMATION

	Item 1	Consolidated Financial Statements (Unaudited)

		Consolidated Balance Sheets	3
		As of March 31, 2018 and December 31, 2017

		Consolidated Statements of Income
		For the Three Months Ended March 31, 2018 and 2017	4

		Consolidated Statements of Comprehensive Income
		For the Three Months Ended March 31, 2018 and 2017	5

		Consolidated Statements of Changes in Stockholders' Equity
		For the Three Months Ended March 31, 2018 and 2017	6

		Consolidated Statements of Cash Flows
		For the Three Months Ended March 31, 2018 and 2017	7

		Notes to Consolidated Financial Statements

		Note 1. Summary of Significant Accounting Policies	9
		Note 2. Investment Securities	11
		Note 3. Loans/Leases Receivable	16
		Note 4. Earnings Per Share	25
		Note 5. Fair Value	25
		Note 6. Business Segment Information	29
		Note 7. Regulatory Capital Requirements	30
		Note 8. Revenue Recognition	32
		Note 9. Acquisitions	33


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

		Introduction	34
		General	34
		Executive Overview	35
		Long-Term Financial Goals	36
		Strategic Developments	37
		GAAP to Non-GAAP Reconciliations	39
		Net Interest Income (Tax Equivalent Basis)	41
		Critical Accounting Policies	45
		Results of Operations	45
		Interest Income	45
		Interest Expense	46
		Provision for Loan/Lease Losses	46
		Noninterest Income	47
		Noninterest Expense	49
		Income Taxes	51

Table of Contents

		Financial Condition	51
		Investment Securities	52
		Loans/Leases	53
		Allowance for Estimated Losses on Loans/Leases	55
		Nonperforming Assets	57
		Deposits	58
		Borrowings	59
		Stockholders' Equity	60
		Liquidity and Capital Resources	61
		Special Note Concerning Forward-Looking Statements	63

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	64

	Item 4	Controls and Procedures	66

Part II	OTHER INFORMATION

	Item 1	Legal Proceedings	67

	Item 1A	Risk Factors	67

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	67

	Item 3	Defaults upon Senior Securities	67

	Item 4	Mine Safety Disclosures	67

	Item 5	Other Information	67

	Item 6	Exhibits	68

Signatures			69

Throughout this Quarterly Report on Form 10-Q, we use certain acronyms and abbreviations, as defined in Note 1.

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QCR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As of March 31, 2018 and December 31, 2017

	March 31,			December 31,
	2018			2017
ASSETS
Cash and due from banks	$	61,845,988		$	75,721,663
Federal funds sold		14,505,000			30,197,000
Interest-bearing deposits at financial institutions		45,051,555			55,765,012

Securities held to maturity, at amortized cost		378,584,337			379,474,205
Securities available for sale, at fair value		259,644,940			272,907,907
Total securities		638,229,277			652,382,112

Loans receivable held for sale		279,750			645,001
Loans/leases receivable held for investment		3,054,622,689			2,963,840,399
Gross loans/leases receivable		3,054,902,439			2,964,485,400
Less allowance for estimated losses on loans/leases		(36,532,602	)		(34,355,728	)
Net loans/leases receivable		3,018,369,837			2,930,129,672

Bank-owned life insurance		59,477,481			59,059,494
Premises and equipment, net		63,564,277			62,838,255
Restricted investment securities		22,413,075			19,782,525
Other real estate owned, net		12,750,023			13,558,308
Goodwill		28,334,092			28,334,092
Core deposit intangible		8,774,402			9,078,953
Other assets		52,999,407			45,817,687
Total assets	$	4,026,314,414		$	3,982,664,773

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	784,815,082		$	789,547,696
Interest-bearing		2,495,186,410			2,477,107,360
Total deposits		3,280,001,492			3,266,655,056

Short-term borrowings		16,859,753			13,993,122
Federal Home Loan Bank advances		216,345,000			192,000,000
Other borrowings		64,062,500			66,000,000
Junior subordinated debentures		37,534,402			37,486,487
Other liabilities		51,083,350			53,242,979
Total liabilities		3,665,886,497			3,629,377,644

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; shares authorized 250,000 March 2018 and December 2017 - No shares issued or outstanding		-			-
Common stock, $1 par value; shares authorized 20,000,000 March 2018 - 13,936,957 shares issued and outstanding December 2017 - 13,918,168 shares issued and outstanding		13,936,957			13,918,168
Additional paid-in capital		189,684,858			189,077,550
Retained earnings		162,345,792			151,962,661
Accumulated other comprehensive loss:
Securities available for sale		(4,917,148	)		(866,223	)
Interest rate cap derivatives		(622,542	)		(805,027	)
Total stockholders' equity		360,427,917			353,287,129
Total liabilities and stockholders' equity	$	4,026,314,414		$	3,982,664,773

See Notes to Consolidated Financial Statements (Unaudited)

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QCR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended March 31,

	2018		2017
Interest and dividend income:
Loans/leases, including fees	$	34,213,732	$	27,211,417
Securities:
Taxable		1,555,884		1,142,235
Nontaxable		3,289,002		2,647,722
Interest-bearing deposits at financial institutions		197,003		198,652
Restricted investment securities		234,344		130,430
Federal funds sold		56,331		14,643
Total interest and dividend income		39,546,296		31,345,099

Interest expense:
Deposits		4,881,149		2,232,756
Short-term borrowings		32,913		23,960
Federal Home Loan Bank advances		1,064,113		403,469
Other borrowings		718,176		683,208
Junior subordinated debentures		447,027		332,823
Total interest expense		7,143,378		3,676,216
Net interest income		32,402,918		27,668,883

Provision for loan/lease losses		2,539,839		2,105,109
Net interest income after provision for loan/lease losses		29,863,079		25,563,774

Noninterest income:
Trust department fees		2,237,081		1,740,207
Investment advisory and management fees		952,344		961,599
Deposit service fees		1,531,453		1,316,390
Gains on sales of residential real estate loans, net		100,815		96,323
Gains on sales of government guaranteed portions of loans, net		358,434		950,641
Swap fee income		958,694		113,520
Earnings on bank-owned life insurance		417,987		469,687
Debit card fees		766,108		702,801
Correspondent banking fees		264,827		245,189
Other		953,706		687,397
Total noninterest income		8,541,449		7,283,754

Noninterest expense:
Salaries and employee benefits		15,977,975		13,307,331
Occupancy and equipment expense		3,065,811		2,502,219
Professional and data processing fees		2,707,716		2,083,392
Acquisition costs		92,539		5,630
FDIC insurance, other insurance and regulatory fees		756,211		621,242
Loan/lease expense		290,747		293,538
Net cost of operations of other real estate		131,742		14,230
Advertising and marketing		693,239		609,431
Bank service charges		440,571		423,901
Correspondent banking expense		204,754		198,351
CDI amortization		304,551		230,867
Other		1,197,641		982,985
Total noninterest expense		25,863,497		21,273,117
Net income before income taxes		12,541,031		11,574,411
Federal and state income tax expense		1,991,070		2,389,446
Net income	$	10,549,961	$	9,184,965

Basic earnings per common share	$	0.76	$	0.70
Diluted earnings per common share	$	0.74	$	0.68

Weighted average common shares outstanding		13,888,661		13,133,382
Weighted average common and common equivalent shares outstanding		14,205,584		13,488,417

Cash dividends declared per common share	$	0.06	$	0.05

See Notes to Consolidated Financial Statements (Unaudited)

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QCR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended March 31, 2018 and 2017

	Three Months Ended March 31,
	2018			2017
Net income	$	10,549,961		$	9,184,965

Other comprehensive income (loss):

Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period before tax		(5,366,113	)		598,190
Less reclassification for adoption of ASU 2016-01		666,900			-
		(4,699,213	)		598,190
Unrealized gains (losses) on interest rate cap derivatives:
Unrealized holding gains (losses) arising during the period before tax		150,478			(45,202	)
Less reclassification adjustment for ineffectiveness and caplet amortization before tax		(80,515	)		(122,813	)
		230,993			77,611

Other comprehensive income (loss), before tax		(4,468,220	)		675,801
Tax expense (benefit)		(1,266,680	)		265,062
Other comprehensive income (loss), net of tax		(3,201,540	)		410,739

Comprehensive income	$	7,348,421		$	9,595,704

See Notes to Consolidated Financial Statements (Unaudited)

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QCR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Three Months Ended March 31, 2018 and 2017

Accumulated

Additional

Other

Common

Paid-In

Retained

Comprehensive

Stock

Capital

Earnings

(Loss)

Total

Balance December 31, 2017

13,918,168

189,077,550

151,962,661

(1,671,250

)

353,287,129

Net income

10,549,961

Other comprehensive loss, net of tax

(3,201,540

)

(3,201,540

)

Impact of adoption of ASU 2016-01

666,900

(666,900

)

Common cash dividends declared, $0.06 per share

(833,730

)

(833,730

)

Issuance of 2,669 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan

2,669

100,262

102,931

Issuance of 13,074 shares of common stock as a result of stock options exercised

13,074

192,522

205,596

Stock-based compensation expense

495,493

Restricted stock awards - 6,860 shares of common stock

6,860

(6,860

)

Exchange of 3,814 shares of common stock in connection with stock options exercised and restricted stock vested

(3,814

)

(174,109

)

(177,923

)

Balance March 31, 2018

13,936,957

189,684,858

162,345,792

(5,539,690

)

360,427,917

Accumulated

Additional

Other

Common

Paid-In

Retained

Comprehensive

Stock

Capital

Earnings

(Loss)

Total

Balance December 31, 2016

13,106,845

156,776,642

118,616,901

(2,459,589

)

286,040,799

Net income

9,184,965

Other comprehensive income, net of tax

410,739

Common cash dividends declared, $0.05 per share

(656,574

)

(656,574

)

Issuance of 3,573 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan

3,573

83,091

86,664

Issuance of 44,284 shares of common stock as a result of stock options exercised

44,284

630,290

674,574

Stock-based compensation expense

388,753

Restricted stock awards - 13,289 shares of common stock

13,289

(13,289

)

Exchange of 6,772 shares of common stock in connection with stock options exercised and restricted stock vested

(6,772

)

(283,518

)

(290,290

)

Balance March 31, 2017

13,161,219

157,581,969

127,145,292

(2,048,850

)

295,839,630

See Notes to Consolidated Financial Statements (Unaudited)

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QCR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 2018 and 2017

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	10,549,961		$	9,184,965
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,020,975			896,952
Provision for loan/lease losses		2,539,839			2,105,109
Stock-based compensation expense		495,493			388,753
Deferred compensation expense accrued		511,502			404,723
Losses on other real estate owned, net		118,159			-
Amortization of premiums on securities, net		438,641			347,178
Loans originated for sale		(12,939,466	)		(21,416,325	)
Proceeds on sales of loans		13,763,966			22,547,789
Gains on sales of residential real estate loans		(100,815	)		(96,323	)
Gains on sales of government guaranteed portions of loans		(358,434	)		(950,641	)
Amortization of core deposit intangible		304,551			230,867
Accretion of acquisition fair value adjustments, net		(732,689	)		(1,915,001	)
Increase in cash value of bank-owned life insurance		(417,987	)		(469,687	)
Decrease (increase) in other assets		(4,403,592	)		5,427,798
Decrease in other liabilities		(2,886,830	)		(5,852,341	)
Net cash provided by operating activities	$	7,903,274		$	10,833,816

CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold		15,692,000			6,459,000
Net decrease (increase) in interest-bearing deposits at financial institutions		10,713,457			(93,471,781	)
Proceeds from sales of other real estate owned		736,370			34,191
Activity in securities portfolio:
Purchases		(7,100,109	)		(12,138,040	)
Calls, maturities and redemptions		4,540,000			17,385,968
Paydowns		9,085,377			8,486,628
Activity in restricted investment securities:
Purchases		(4,450,550	)		(7,600	)
Redemptions		1,820,000			1,315,500
Net increase in loans/leases originated and held for investment		(90,378,382	)		(29,236,438	)
Purchase of premises and equipment		(704,413	)		(1,396,902	)
Net cash used in investing activities	$	(60,046,250	)	$	(102,569,474	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts		13,377,517			136,704,261
Net increase (decrease) in short-term borrowings		2,866,631			(20,501,291	)
Activity in Federal Home Loan Bank advances:
Calls and maturities		-			(4,000,000	)
Net change in short-term and overnight advances		24,345,000			(26,950,000	)
Activity in other borrowings:
Calls, maturities and scheduled principal payments		(1,937,500	)		(8,000,000	)
Payment of cash dividends on common stock		(692,874	)		(522,574	)
Proceeds from issuance of common stock, net		308,527			761,238
Net cash provided by financing activities	$	38,267,301		$	77,491,634
Net decrease in cash and due from banks		(13,875,675	)		(14,244,024	)
Cash and due from banks, beginning		75,721,663			70,569,993
Cash and due from banks, ending	$	61,845,988		$	56,325,969

(Continued)

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QCR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued
Three Months Ended March 31, 2018 and 2017

	2018			2017
Supplemental disclosure of cash flow information, cash payments for:
Interest	$	3,654,713		$	3,747,218
Income/franchise taxes	$	74,604		$	4,842

Supplemental schedule of noncash investing activities:
Change in accumulated other comprehensive income, unrealized gains on securities available for sale and derivative instruments, net	$	(3,201,540	)	$	410,739
Exchange of shares of common stock in connection with payroll taxes for restricted stock and in connection with stock options exercised	$	(177,923	)	$	(290,290	)
Transfers of loans to other real estate owned	$	46,244		$	136,450
Dividends payable	$	833,730		$	656,574
Increase in the fair value of interest rate swap assets and liabilities	$	103,080		$	303,383
Transfer of equity securities from securities available for sale to other assets at fair value	$	2,614,261		$	-

See Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

Part I

Item 1

QCR HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2018

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation: The interim unaudited consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2018. Accordingly, footnote disclosures, which would substantially duplicate the disclosures contained in the audited consolidated financial statements, have been omitted.

The financial information of the Company included herein has been prepared in accordance with GAAP for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Any differences appearing between the numbers presented in financial statements and management’s discussion and analysis are due to rounding. The results of the interim period ended March 31, 2018 are not necessarily indicative of the results expected for the year ending December 31, 2018, or for any other period.

The acronyms and abbreviations identified below are used throughout this Quarterly Report on Form 10-Q. It may be helpful to refer back to this page as you read this report.

Allowance: Allowance for estimated losses on loans/leases	Guaranty: Guaranty Bankshares, Ltd.
AOCI: Accumulated other comprehensive income (loss)	Guaranty Bank: Guaranty Bank and Trust Company
AFS: Available for sale	HTM: Held to maturity
ASC: Accounting Standards Codification	m2: m2 Lease Funds, LLC
ASU: Accounting Standards Update	NIM: Net interest margin
Bates Companies: Bates Financial Advisors, Inc., Bates	NPA: Nonperforming asset
Financial Services, Inc., Bates Securities, Inc. and	NPL: Nonperforming loan
Bates Financial Group, Inc.	OREO: Other real estate owned
BOLI: Bank-owned life insurance	OTTI: Other-than-temporary impairment
Caps: Interest rate cap derivatives	PCI: Purchased credit impaired
CDI: Core deposit intangible	Provision: Provision for loan/lease losses
Community National: Community National Bancorporation	QCBT: Quad City Bank & Trust Company
CRBT: Cedar Rapids Bank & Trust Company	RB&T: Rockford Bank & Trust Company
CRE: Commercial real estate	ROAA: Return on Average Assets
CSB: Community State Bank	SBA: U.S. Small Business Administration
C&I: Commercial and industrial	SEC: Securities and Exchange Commission
Dodd-Frank Act: Dodd-Frank Wall Street Reform and	SFC Bank: Springfield First Community Bank
Consumer Protection Act	Springfield Bancshares: Springfield Bancshares, Inc.
EPS: Earnings per share	TA: Tangible assets
Exchange Act: Securities Exchange Act of 1934, as amended	Tax Act: Tax Cuts and Jobs Act of 2017
FASB: Financial Accounting Standards Board	TCE: Tangible common equity
FDIC: Federal Deposit Insurance Corporation	TDRs: Troubled debt restructurings
FHLB: Federal Home Loan Bank	TEY: Tax equivalent yield
FRB: Federal Reserve Bank of Chicago	The Company: QCR Holdings, Inc.
GAAP: Generally Accepted Accounting Principles	USDA: U.S. Department of Agriculture

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries which include four commercial banks: QCBT, CRBT, CSB and RB&T. All are state-chartered commercial banks and all are members of the Federal Reserve system. The Company also engages in direct financing lease contracts through m2, a wholly-owned subsidiary of QCBT. All material intercompany transactions and balances have been eliminated in consolidation.

The acquisition of Guaranty Bank, headquartered in Cedar Rapids, Iowa occurred on October 2, 2017 and Guaranty Bank was merged into CRBT on December 2, 2017. The financial results for the periods since acquisition are included in this report. See Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for additional information about the acquisition.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Recent accounting developments: In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 was originally effective for the Company on January 1, 2017; however, FASB issued ASU 2015-14 which defers the effective date in order to provide additional time for both public and private entities to evaluate the impact. ASU 2014-09 was adopted by the Company on January 1, 2018 and did not have a significant impact on the Company’s consolidated financial statements.

In January 2016, FASB issued ASU 2016-01, Financial Instruments–Overall. ASU 2016-01 makes targeted adjustments to GAAP by eliminating the AFS classification for equity securities and requiring equity investments to be measured at fair value with changes in fair value recognized in net income. The standard also requires public business entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes. The standard clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to AFS securities in combination with the entity’s other deferred tax assets. It also requires an entity to present separately (within other comprehensive income) the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Additionally, the standard eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Upon adoption of ASU 2016-01 by the Company on January 1, 2018, the fair value of the Company’s loan portfolio is now presented using an exit price method. Also, the Company is no longer required to disclose the methodologies used for estimating fair value of financial assets and liabilities that are not measured at fair value on a recurring or nonrecurring basis. The remaining requirements of this update had no significant impact on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. Under ASU 2016-02, lessees will be required to recognize a lease liability measured on a discounted basis and a right-of-use asset for all leases (with the exception of short-term leases). Lessor accounting is largely unchanged under ASU 2016-02. However, the definition of initial direct costs was updated to include only initial direct costs that are considered incremental. This change in definition will change the manner in which the Company recognizes the costs associated with originating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is in the process of analyzing the impact of adoption on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses. Under the standard, assets measured at amortized costs (including loans, leases and AFS securities) will be presented at the net amount expected to be collected. Rather than the “incurred” model that is currently being utilized, the standard will require the use of a forward-looking approach to recognizing all expected credit losses at the beginning of an asset’s life. For public companies, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Companies may choose to early adopt for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of analyzing the impact of adoption on the Company’s consolidated financial statements.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the standard, entities are allowed to make a one-time reclassification from AOCI to retained earnings for the effect of remeasuring deferred tax liabilities and assets originally recorded in other comprehensive income as a result of the change in the federal tax rate as defined by the Tax Act. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Companies may choose to early adopt for fiscal years or interim periods that have not been issued or made available for issuance as of February 14, 2018. The Company chose to early adopt ASU 2018-02 and apply the guidance to the consolidated financial statements for the year ended December 31, 2017.

Reclassifications: Certain amounts in the prior year’s consolidated financial statements have been reclassified, with no effect on net income or stockholders’ equity, to conform with the current period presentation.

NOTE 2 – INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of March 31, 2018 and December 31, 2017 are summarized as follows:

Gross

Amortized

Unrealized

Fair

Cost

Gains

(Losses)

Value

March 31, 2018:

Securities HTM:

Municipal securities

377,534,337

2,244,218

(5,024,697

)

374,753,858

Other securities

1,050,000

(11,175

)

1,038,825

378,584,337

2,244,218

(5,035,872

)

375,792,683

Securities AFS:

U.S. govt. sponsored agency securities

37,591,155

21,236

(744,881

)

36,867,510

Residential mortgage-backed and related securities

162,453,605

60,222

(5,224,784

)

157,289,043

Municipal securities

61,862,665

238,583

(899,444

)

61,201,804

Other securities

4,254,716

31,867

4,286,583

266,162,141

351,908

(6,869,109

)

259,644,940

December 31, 2017:

Securities HTM:

Municipal securities

378,424,205

2,763,718

(2,488,119

)

378,699,804

Other securities

1,050,000

379,474,205

2,763,718

(2,488,119

)

379,749,804

Securities AFS:

U.S. govt. sponsored agency securities

38,409,157

37,344

(349,967

)

38,096,534

Residential mortgage-backed and related securities

165,459,470

155,363

(2,313,529

)

163,301,304

Municipal securities

66,176,364

660,232

(211,100

)

66,625,496

Other securities

4,014,004

896,384

(25,815

)

4,884,573

274,058,995

1,749,323

(2,900,411

)

272,907,907

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The Company’s HTM municipal securities consist largely of private issues of municipal debt. The large majority of the municipalities are located within the Midwest. The municipal debt investments are underwritten using specific guidelines with ongoing monitoring.

The Company’s residential mortgage-backed and related securities portfolio consists entirely of government sponsored or government guaranteed securities. The Company has not invested in private mortgage-backed securities or pooled trust preferred securities.

Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2018 and December 31, 2017, are summarized as follows:

Less than 12 Months

12 Months or More

Total

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

March 31, 2018:

Securities HTM:

Municipal securities

69,404,232

(2,881,032

)

59,545,239

(2,143,665

)

128,949,471

(5,024,697

)

Other securities

1,038,825

(11,175

)

1,038,825

(11,175

)

70,443,057

(2,892,207

)

59,545,239

(2,143,665

)

129,988,296

(5,035,872

)

Securities AFS:

U.S. govt. sponsored agency securities

29,643,497

(589,515

)

3,634,609

(155,365

)

33,278,106

(744,880

)

Residential mortgage-backed and related securities

94,102,512

(2,858,578

)

55,394,159

(2,366,206

)

149,496,671

(5,224,784

)

Municipal securities

36,845,821

(659,492

)

8,217,318

(239,952

)

45,063,139

(899,444

)

160,591,830

(4,107,585

)

67,246,086

(2,761,523

)

227,837,916

(6,869,108

)

December 31, 2017:

Securities HTM:

Municipal securities

23,750,826

(354,460

)

72,611,780

(2,133,659

)

96,362,606

(2,488,119

)

Securities AFS:

U.S. govt. sponsored agency securities

28,576,258

(200,022

)

3,640,477

(149,945

)

32,216,735

(349,967

)

Residential mortgage-backed and related securities

88,927,779

(871,855

)

57,931,731

(1,441,674

)

146,859,510

(2,313,529

)

Municipal securities

10,229,337

(41,151

)

9,997,433

(169,949

)

20,226,770

(211,100

)

Other securities

923,535

(25,815

)

923,535

(25,815

)

128,656,909

(1,138,843

)

71,569,641

(1,761,568

)

200,226,550

(2,900,411

)

At March 31, 2018, the investment portfolio included 604 securities. Of this number, 290 securities were in an unrealized loss position. The aggregate losses of these securities totaled approximately 1.8% of the total amortized cost of the portfolio. Of these 290 securities, 105 securities had an unrealized loss for twelve months or more. All of the debt securities in unrealized loss positions are considered acceptable credit risks. Based upon an evaluation of the available evidence, including the recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary. In addition, the Company lacks the intent to sell these securities and it is not more-likely-than-not that the Company will be required to sell these debt securities before their anticipated recovery.

The Company did not recognize OTTI on any investment securities for the three months ended March 31, 2018 and 2017.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

There were no sales of securities for the three months ended March 31, 2018 and 2017.

The amortized cost and fair value of securities as of March 31, 2018 by contractual maturity are shown below. Expected maturities of residential mortgage-backed and related securities may differ from contractual maturities because the residential mortgages underlying the residential mortgage-backed and related securities may be prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following table.

	Amortized Cost		Fair Value
Securities HTM:
Due in one year or less	$	3,344,356	$	3,345,990
Due after one year through five years		25,163,524		25,191,668
Due after five years		350,076,457		347,255,025
	$	378,584,337	$	375,792,683

Securities AFS:
Due in one year or less	$	3,368,633	$	3,381,748
Due after one year through five years		23,949,100		23,738,028
Due after five years		76,390,803		75,236,121
		103,708,536		102,355,897
Residential mortgage-backed and related securities		162,453,605		157,289,043
	$	266,162,141	$	259,644,940

Portions of the U.S. government sponsored agency securities and municipal securities contain call options, at the discretion of the issuer, to terminate the security at par and at predetermined dates prior to the stated maturity. These callable securities are summarized as follows:

	Amortized Cost		Fair Value
Securities HTM:
Municipal securities	$	209,306,946	$	207,262,788


Securities AFS:
U.S. govt. sponsored agency securities		5,048,812		4,947,644
Municipal securities		54,016,828		53,258,850
	$	59,065,640	$	58,206,494

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

As of March 31, 2018, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 128 issuers with fair values totaling $101.3 million and revenue bonds issued by 148 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $334.6 million. The Company held investments in general obligation bonds in 26 states, including six states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 16 states, including seven states in which the aggregate fair value exceeded $5.0 million.

As of December 31, 2017, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 131 issuers with fair values totaling $108.0 million and revenue bonds issued by 145 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $337.3 million. The Company held investments in general obligation bonds in 26 states, including six states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 16 states, including seven states in which the aggregate fair value exceeded $5.0 million.

The amortized cost and fair values of the Company’s portfolio of general obligation bonds are summarized in the following tables by the issuer’s state:

March 31, 2018:

U.S. State:

Number of

Issuers

Amortized Cost

Fair Value

Average

Exposure Per

Issuer
(Fair Value)

North Dakota

21,627,097

20,756,566

2,965,224

Illinois

18,532,776

18,513,766

925,688

Iowa

13,878,991

13,830,003

864,375

Texas

10,763,333

10,554,430

620,849

Missouri

8,314,872

8,323,476

489,616

Ohio

7,378,887

7,296,859

912,107

Other

22,261,263

22,068,390

513,218

Total general obligation bonds

128

102,757,219

101,343,490

791,746

December 31, 2017:

U.S. State:

Number of

Issuers

Amortized Cost

Fair Value

Average

Exposure Per

Issuer
(Fair Value)

North Dakota

21,626,574

21,724,197

3,103,457

Illinois

19,328,700

19,514,024

975,701

Iowa

13,881,689

13,969,512

873,095

Texas

11,253,775

11,308,848

665,226

Missouri

9,243,355

9,308,287

547,546

Ohio

8,002,705

7,938,028

882,003

Other

24,000,278

24,215,119

538,114

Total general obligation bonds

131

107,337,076

107,978,015

824,260

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The amortized cost and fair values of the Company’s portfolio of revenue bonds are summarized in the following tables by the issuer’s state:

March 31, 2018:

U.S. State:

Number of

Issuers

Amortized Cost

Fair Value

Average

Exposure Per

Issuer
(Fair Value)

Missouri

108,311,804

108,445,780

1,869,755

Iowa

68,370,374

68,236,038

2,352,967

Ohio

55,757,914

55,699,375

5,569,938

Indiana

49,258,364

48,833,113

1,878,197

Illinois

17,205,951

17,373,994

8,686,997

Kansas

12,651,338

12,172,961

2,028,827

North Dakota

11,220,278

10,644,441

2,128,888

Other

13,863,760

13,206,470

1,100,539

Total revenue bonds

148

336,639,783

334,612,172

2,260,893

December 31, 2017:

U.S. State:

Number of

Issuers

Amortized Cost

Fair Value

Average

Exposure Per

Issuer
(Fair Value)

Missouri

106,259,015

106,232,837

1,897,015

Iowa

68,724,899

69,079,470

2,382,051

Ohio

55,766,091

55,820,203

5,582,020

Indiana

51,171,818

50,861,336

1,956,205

Illinois

17,211,441

17,408,544

8,704,272

Kansas

12,873,329

12,877,087

2,146,181

North Dakota

11,451,560

11,351,676

2,270,335

Other

13,805,340

13,716,132

1,246,921

Total revenue bonds

145

337,263,493

337,347,285

2,326,533

Both general obligation and revenue bonds are diversified across many issuers. As of March 31, 2018 and December 31, 2017, the Company did not hold general obligation or revenue bonds of any single issuer, the aggregate book or market value of which exceeded 5% of the Company’s stockholders’ equity. Of the general obligation and revenue bonds in the Company’s portfolio, the majority are unrated bonds that represent small, private issuances. All unrated bonds were underwritten according to loan underwriting standards and have an average loan risk rating of 2, indicating very high quality. Additionally, many of these bonds are funding essential municipal services such as water, sewer, education, and medical facilities.

The Company’s municipal securities are owned by each of the four charters, whose investment policies set forth limits for various subcategories within the municipal securities portfolio. Each charter is monitored individually, and as of March 31, 2018, all were well within policy limitations approved by the board of directors. Policy limits are calculated as a percentage of each charter’s total risk-based capital.

As of March 31, 2018, the Company’s standard monitoring of its municipal securities portfolio had not uncovered any facts or circumstances resulting in significantly different credit ratings than those assigned by a nationally recognized statistical rating organization, or in the case of unrated bonds, the rating assigned using the credit underwriting standards.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 3 – LOANS/LEASES RECEIVABLE

The composition of the loan/lease portfolio as of March 31, 2018 and December 31, 2017 is presented as follows:

	As of March 31,			As of December 31,
	2018			2017

C&I loans*	$	1,201,085,625		$	1,134,516,315
CRE loans
Owner-occupied CRE		346,996,627			332,742,477
Commercial construction, land development, and other land		171,404,628			186,402,404
Other non owner-occupied CRE		839,302,131			784,347,000
		1,357,703,386			1,303,491,882

Direct financing leases **		137,614,465			141,448,232
Residential real estate loans ***		254,484,231			258,646,265
Installment and other consumer loans		95,911,569			118,610,799
		3,046,799,276			2,956,713,493
Plus deferred loan/lease origination costs, net of fees		8,103,163			7,771,907
		3,054,902,439			2,964,485,400
Less allowance		(36,532,602	)		(34,355,728	)
	$	3,018,369,837		$	2,930,129,672


* Direct financing leases:
Net minimum lease payments to be received	$	152,430,047		$	156,583,887
Estimated unguaranteed residual values of leased assets		929,932			929,932
Unearned lease/residual income		(15,745,514	)		(16,065,587	)
		137,614,465			141,448,232
Plus deferred lease origination costs, net of fees		4,350,767			4,624,027
		141,965,232			146,072,259
Less allowance		(2,730,301	)		(2,382,098	)
	$	139,234,931		$	143,690,161

* Includes equipment financing agreements outstanding at m2, totaling $78,911,791 and $66,758,397 as of March 31, 2018 and December 31, 2017, respectively.

**Management performs an evaluation of the estimated unguaranteed residual values of leased assets on an annual basis, at a minimum. The evaluation consists of discussions with reputable and current vendors, which is combined with management’s expertise and understanding of the current states of particular industries to determine informal valuations of the equipment. As necessary and where available, management will utilize valuations by independent appraisers. The large majority of leases with residual values contain a lease options rider, which requires the lessee to pay the residual value directly, finance the payment of the residual value, or extend the lease term to pay the residual value. In these cases, the residual value is protected and the risk of loss is minimal. There were no losses related to residual values for the three months ended March 31, 2018 and 2017.

***Includes residential real estate loans held for sale totaling $279,750 and $645,001 as of March 31, 2018, and December 31, 2017, respectively.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Changes in accretable yield for acquired loans were as follows:

Three months ended March 31, 2018

PCI

Performing

Loans

Total

Balance at the beginning of the period

(191,132

)

(6,280,075

)

(6,471,207

)

Accretion recognized

34,236

620,532

654,768

Balance at the end of the period

(156,896

)

(5,659,543

)

(5,816,439

)

Three months ended March 31, 2017

PCI

Performing

Loans

Total

Balance at the beginning of the period

(194,306

)

(9,115,614

)

(9,309,920

)

Accretion recognized

66,690

2,171,540

2,238,230

Balance at the end of the period

(127,616

)

(6,944,074

)

(7,071,690

)

The aging of the loan/lease portfolio by classes of loans/leases as of March 31, 2018 and December 31, 2017 is presented as follows:

As of March 31, 2018

Classes of Loans/Leases

Current

30-59 Days Past

Due

60-89 Days Past

Due

Accruing Past Due

90 Days or More

Nonaccrual

Loans/Leases

Total

C&I

1,197,675,583

1,714,614

210,724

36,162

1,448,542

1,201,085,625

CRE

Owner-Occupied CRE

346,524,727

142,587

329,313

346,996,627

Commercial Construction, Land Development, and Other Land

168,928,348

55,561

568,523

1,852,196

171,404,628

Other Non Owner-Occupied CRE

834,328,826

105,223

4,868,082

839,302,131

Direct Financing Leases

133,012,415

1,196,302

599,350

2,806,398

137,614,465

Residential Real Estate

250,956,900

2,304,607

35,457

1,187,267

254,484,231

Installment and Other Consumer

95,435,771

190,027

13,806

4,778

267,187

95,911,569

3,026,862,570

5,708,921

1,427,860

40,940

12,758,985

3,046,799,276

As a percentage of total loan/lease portfolio

99.34

0.19

0.05

0.00

0.42

100.00

As of December 31, 2017

Classes of Loans/Leases

Current

30-59 Days Past

Due

60-89 Days Past

Due

Accruing Past Due

90 Days or More

Nonaccrual

Loans/Leases

Total

C&I

1,124,734,486

8,306,829

243,647

1,231,353

1,134,516,315

CRE

Owner-Occupied CRE

331,868,142

540,435

333,900

332,742,477

Commercial Construction, Land Development, and Other Land

181,558,092

4,844,312

186,402,404

Other Non Owner-Occupied CRE

782,526,249

572,877

4,146

1,243,728

784,347,000

Direct Financing Leases

137,708,397

1,305,191

259,600

2,175,044

141,448,232

Residential Real Estate

253,261,821

3,552,709

393,410

74,519

1,363,806

258,646,265

Installment and Other Consumer

117,773,259

517,537

56,760

14,152

249,091

118,610,799

2,929,430,446

14,795,578

957,563

88,671

11,441,234

2,956,713,493

As a percentage of total loan/lease portfolio

99.08

0.50

0.03

0.00

0.39

100.00

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NPLs by classes of loans/leases as of March 31, 2018 and December 31, 2017 are presented as follows:

As of March 31, 2018

Classes of Loans/Leases

Accruing Past

Due 90 Days or

Nonaccrual

Loans/Leases *

Accruing
TDRs

Total

NPLs

Percentage of

Total NPLs

C&I

36,162

1,448,542

4,714,450

6,199,154

34.29

CRE

Owner-Occupied CRE

329,313

107,322

436,635

2.42

Commercial Construction, Land Development, and Other Land

1,852,196

10.25

Other Non Owner-Occupied CRE

4,868,082

26.93

Direct Financing Leases

2,806,398

169,198

2,975,596

16.46

Residential Real Estate

1,187,267

271,694

1,458,961

8.07

Installment and Other Consumer

4,778

267,187

12,828

284,793

1.58

40,940

12,758,985

5,275,492

18,075,417

100.00

*Nonaccrual loans/leases included $2,637,483 of TDRs, including $25,984 in C&I loans, $1,312,469 in CRE loans, $1,208,050 in direct financing leases, $84,555 in residential real estate loans, and $6,425 in installment loans.

As of December 31, 2017

Classes of Loans/Leases

Accruing Past

Due 90 Days or

Nonaccrual

Loans/Leases **

Accruing
TDRs

Total

NPLs

Percentage of

Total NPLs

C&I

1,231,353

5,224,182

6,455,535

34.63

CRE

Owner-Occupied CRE

333,900

107,322

441,222

2.37

Commercial Construction, Land Development, and Other Land

4,844,312

25.99

Other Non Owner-Occupied CRE

1,243,728

6.67

Direct Financing Leases

2,175,044

1,494,448

3,669,492

19.68

Residential Real Estate

74,519

1,363,806

272,493

1,710,818

9.18

Installment and Other Consumer

14,152

249,091

14,027

277,270

1.49

88,671

11,441,234

7,112,472

18,642,377

100.00

**Nonaccrual loans/leases included $2,282,495 of TDRs, including $122,598 in C&I loans, $1,336,871 in CRE loans, $700,255 in direct financing leases, $115,190 in residential real estate loans, and $7,581 in installment loans.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Changes in the allowance by portfolio segment for the three months ended March 31, 2018 and 2017, respectively, are presented as follows:

Three Months Ended March 31, 2018

C&I

CRE

Direct Financing

Leases

Residential Real

Estate

Installment and

Other Consumer

Total

Balance, beginning

14,323,036

13,962,688

2,382,098

2,466,431

1,221,475

34,355,728

Provisions (credits) charged to expense

808,161

965,383

604,783

(39,337

)

200,849

2,539,839

Loans/leases charged off

(95,499

)

(283,887

)

(52,325

)

(4,747

)

(436,458

)

Recoveries on loans/leases previously charged off

29,547

9,949

27,307

450

6,240

73,493

Balance, ending

15,065,245

14,938,020

2,730,301

2,375,219

1,423,817

36,532,602

Three Months Ended March 31, 2017

C&I

CRE

Direct Financing

Leases

Residential Real

Estate

Installment and

Other Consumer

Total

Balance, beginning

12,545,110

11,670,609

3,111,898

2,342,344

1,087,487

30,757,448

Provisions charged to expense

593,359

966,271

505,015

43,520

(3,056

)

2,105,109

Loans/leases charged off

(218,273

)

(658,684

)

(13,623

)

(2,046

)

(892,626

)

Recoveries on loans/leases previously charged off

33,894

6,386

20,031

3,623

25,285

89,219

Balance, ending

12,954,090

12,643,266

2,978,260

2,375,864

1,107,670

32,059,150

The allowance by impairment evaluation and by portfolio segment as of March 31, 2018 and December 31, 2017 is presented as follows:

As of March 31, 2018

C&I

CRE

Direct Financing

Leases

Residential Real

Estate

Installment and

Other Consumer

Total

Allowance for impaired loans/leases

567,321

1,670,897

628,379

248,592

112,177

3,227,366

Allowance for nonimpaired loans/leases

14,497,924

13,267,123

2,101,922

2,126,627

1,311,640

33,305,236

15,065,245

14,938,020

2,730,301

2,375,219

1,423,817

36,532,602

Impaired loans/leases

6,010,688

7,094,483

2,975,596

1,556,817

281,197

17,918,781

Nonimpaired loans/leases

1,195,074,937

1,350,608,903

134,638,869

252,927,414

95,630,372

3,028,880,495

1,201,085,625

1,357,703,386

137,614,465

254,484,231

95,911,569

3,046,799,276

Allowance as a percentage of impaired loans/leases

9.44

23.55

21.12

15.97

39.89

18.01

Allowance as a percentage of nonimpaired loans/leases

1.21

0.98

1.56

0.84

1.37

1.10

Total allowance as a percentage of total loans/leases

1.25

1.10

1.98

0.93

1.48

1.20

As of December 31, 2017

C&I

CRE

Direct Financing

Leases

Residential Real

Estate

Installment and

Other Consumer

Total

Allowance for impaired loans/leases

715,627

1,429,460

504,469

355,167

38,596

3,043,319

Allowance for nonimpaired loans/leases

13,607,409

12,533,228

1,877,629

2,111,264

1,182,879

31,312,409

14,323,036

13,962,688

2,382,098

2,466,431

1,221,475

34,355,728

Impaired loans/leases

6,248,209

6,529,262

3,669,492

1,704,846

202,354

18,354,163

Nonimpaired loans/leases

1,128,268,106

1,296,962,620

137,778,740

256,941,419

118,408,445

2,938,359,330

1,134,516,315

1,303,491,882

141,448,232

258,646,265

118,610,799

2,956,713,493

Allowance as a percentage of impaired loans/leases

11.45

21.89

13.75

20.83

19.07

16.58

Allowance as a percentage of nonimpaired loans/leases

1.21

0.97

1.36

0.82

1.00

1.07

Total allowance as a percentage of total loans/leases

1.26

1.07

1.68

0.95

1.03

1.16

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Information for impaired loans/leases is presented in the tables below. The recorded investment represents customer balances net of any partial charge-offs recognized on the loan/lease. The unpaid principal balance represents the recorded balance outstanding on the loan/lease prior to any partial charge-offs.

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the three months ended March 31, 2018 are presented as follows:

Classes of Loans/Leases

Recorded

Investment

Unpaid Principal

Balance

Allowance

Average

Recorded

Investment

Interest Income

Recognized

Interest Income

Recognized for

Cash Payments

Received

Impaired Loans/Leases with No Specific Allowance Recorded:

C&I

5,038,888

5,053,164

5,297,775

75,406

CRE

Owner-Occupied CRE

289,261

5,822

Commercial Construction, Land Development, and Other Land

Other Non Owner-Occupied CRE

1,227,579

1,235,654

Direct Financing Leases

1,927,663

2,355,745

6,291

Residential Real Estate

911,804

986,583

884,441

Installment and Other Consumer

140,857

120,043

9,536,052

9,625,107

10,182,919

87,519

Impaired Loans/Leases with Specific Allowance Recorded:

C&I

957,524

567,321

824,536

1,983

CRE

Owner-Occupied CRE

147,375

43,875

149,669

Commercial Construction, Land Development, and Other Land

5,430,268

1,627,022

5,137,290

Other Non Owner-Occupied CRE

Direct Financing Leases

1,047,933

628,379

962,961

Residential Real Estate

547,158

570,234

248,592

544,558

2,934

Installment and Other Consumer

140,340

112,177

128,285

8,270,598

8,293,674

3,227,366

7,747,299

5,000

Total Impaired Loans/Leases:

C&I

5,996,412

6,010,688

567,321

6,122,311

77,389

CRE

Owner-Occupied CRE

436,636

43,875

438,930

5,822

Commercial Construction, Land Development, and Other Land

5,430,268

1,627,022

5,137,290

Other Non Owner-Occupied CRE

1,227,579

1,235,654

Direct Financing Leases

2,975,596

628,379

3,318,706

6,291

Residential Real Estate

1,458,962

1,556,817

248,592

1,428,999

2,934

Installment and Other Consumer

281,197

112,177

248,328

17,806,650

17,918,781

3,227,366

17,930,218

92,519

Impaired loans/leases for which no allowance has been provided have adequate collateral, based on management’s current estimates.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the three months ended March 31, 2017 are presented as follows:

Classes of Loans/Leases

Recorded

Investment

Unpaid Principal

Balance

Allowance

Average

Recorded

Investment

Interest Income

Recognized

Interest Income

Recognized for

Cash Payments

Received

Impaired Loans/Leases with No Specific Allowance Recorded:

C&I

835,955

846,392

927,387

7,352

CRE

Owner-Occupied CRE

Commercial Construction, Land Development, and Other Land

Other Non Owner-Occupied CRE

1,174,260

1,183,813

Direct Financing Leases

1,593,104

1,868,355

18,895

Residential Real Estate

1,147,434

1,222,215

1,025,656

1,161

Installment and Other Consumer

175,957

115,846

4,926,710

5,011,928

5,121,057

27,408

Impaired Loans/Leases with Specific Allowance Recorded:

C&I

8,352,499

8,356,338

1,751,774

8,110,658

62,666

CRE

Owner-Occupied CRE

322,148

57,398

322,148

Commercial Construction, Land Development, and Other Land

4,349,267

823,061

4,351,542

Other Non Owner-Occupied CRE

78,386

7,986

39,193

Direct Financing Leases

1,488,964

795,840

1,300,811

Residential Real Estate

633,340

274,566

636,134

4,240

Installment and Other Consumer

48,770

37,932

49,563

112

15,273,374

15,277,213

3,748,557

14,810,049

67,018

Total Impaired Loans/Leases:

C&I

9,188,454

9,202,730

1,751,774

9,038,045

70,018

CRE

Owner-Occupied CRE

322,148

57,398

322,148

Commercial Construction, Land Development, and Other Land

4,349,267

823,061

4,351,542

Other Non Owner-Occupied CRE

1,252,646

7,986

1,223,006

Direct Financing Leases

3,082,068

795,840

3,169,166

18,895

Residential Real Estate

1,780,774

1,855,555

274,566

1,661,790

5,401

Installment and Other Consumer

224,727

37,932

165,409

112

20,200,084

20,289,141

3,748,557

19,931,106

94,426

Impaired loans/leases for which no allowance has been provided have adequate collateral, based on management’s current estimates.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Loans/leases, by classes of financing receivable, considered to be impaired as of December 31, 2017 are presented as follows:

Classes of Loans/Leases

Recorded

Investment

Unpaid

Principal

Balance

Allowance

Impaired Loans/Leases with No Specific Allowance Recorded:

C&I

1,634,269

1,644,706

CRE

Owner-Occupied CRE

289,261

Commercial Construction, Land Development, and Other Land

Other Non Owner-Occupied CRE

1,171,565

Direct Financing Leases

2,944,540

Residential Real Estate

943,388

1,018,167

Installment and Other Consumer

134,245

7,117,268

7,202,484

Impaired Loans/Leases with Specific Allowance Recorded:

C&I

4,613,940

4,617,879

715,627

CRE

Owner-Occupied CRE

151,962

48,462

Commercial Construction, Land Development, and Other Land

4,844,312

1,379,235

Other Non Owner-Occupied CRE

72,163

1,763

Direct Financing Leases

724,953

504,469

Residential Real Estate

761,458

355,167

Installment and Other Consumer

68,109

38,596

11,236,897

11,240,836

3,043,319

Total Impaired Loans/Leases:

C&I

6,248,209

6,262,585

715,627

CRE

Owner-Occupied CRE

441,222

48,462

Commercial Construction, Land Development, and Other Land

4,844,312

1,379,235

Other Non Owner-Occupied CRE

1,243,728

1,763

Direct Financing Leases

3,669,492

504,469

Residential Real Estate

1,704,846

1,779,625

355,167

Installment and Other Consumer

202,354

38,596

18,354,163

18,443,318

3,043,319

Impaired loans/leases for which no allowance has been provided have adequate collateral, based on management’s current estimates.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

For C&I and CRE loans, the Company’s credit quality indicator consists of internally assigned risk ratings. Each commercial loan is assigned a risk rating upon origination. The risk rating is reviewed every 15 months, at a minimum, and on an as-needed basis depending on the specific circumstances of the loan.

For certain C&I loans (equipment financing agreements), direct financing leases, residential real estate loans, and installment and other consumer loans, the Company’s credit quality indicator is performance determined by delinquency status. Delinquency status is updated daily by the Company’s loan system.

For each class of financing receivable, the following presents the recorded investment by credit quality indicator as of March 31, 2018 and December 31, 2017:

As of March 31, 2018

CRE

Non Owner-Occupied

Internally Assigned Risk Rating

C&I

Owner-Occupied

CRE

Commercial

Construction,

Land

Development,

and Other Land

Other CRE

Total

As a % of

Total

Pass (Ratings 1 through 5)

1,079,132,775

337,628,357

166,752,090

813,622,461

2,397,135,683

96.66

Special Mention (Rating 6)

20,327,365

5,576,201

1,780,000

15,242,642

42,926,208

1.73

Substandard (Rating 7)

22,713,694

3,792,069

2,872,538

10,437,028

39,815,329

1.61

Doubtful (Rating 8)

1,122,173,834

346,996,627

171,404,628

839,302,131

2,479,877,220

100.00

As of March 31, 2018

Delinquency Status *

C&I

Direct Financing

Leases

Residential Real

Estate

Installment and

Other Consumer

Total

As a % of

Total

Performing

77,987,539

134,638,869

253,025,270

95,626,776

561,278,454

99.00

Nonperforming

924,252

2,975,596

1,458,961

284,793

5,643,602

1.00

78,911,791

137,614,465

254,484,231

95,911,569

566,922,056

100.00

As of December 31, 2017

CRE

Non Owner-Occupied

Internally Assigned Risk Rating

C&I

Owner-Occupied

CRE

Commercial

Construction,

Land

Development,

and Other Land

Other CRE

Total

As a % of

Total

Pass (Ratings 1 through 5)

1,031,963,703

318,293,608

179,142,839

767,119,909

2,296,520,059

96.85

Special Mention (Rating 6)

10,944,924

8,230,060

1,780,000

10,068,870

31,023,854

1.31

Substandard (Rating 7)

24,578,731

6,218,809

5,479,565

7,158,221

43,435,326

1.83

Doubtful (Rating 8)

270,559

0.01

1,067,757,917

332,742,477

186,402,404

784,347,000

2,371,249,799

100.00

As of December 31, 2017

Delinquency Status *

C&I

Direct Financing

Leases

Residential Real

Estate

Installment and

Other Consumer

Total

As a % of

Total

Performing

65,847,177

137,778,740

256,935,448

118,333,529

578,894,894

98.88

Nonperforming

911,220

3,669,492

1,710,818

277,270

6,568,800

1.12

66,758,397

141,448,232

258,646,266

118,610,799

585,463,694

100.00

*Performing = loans/leases accruing and less than 90 days past due. Nonperforming = loans/leases on nonaccrual, accruing loans/leases that are greater than or equal to 90 days past due, and accruing TDRs.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

As of March 31, 2018 and December 31, 2017, TDRs totaled $7,912,975 and $9,394,967, respectively.

For each class of financing receivable, the following presents the number and recorded investment of TDRs, by type of concession, that were restructured during the three months ended March 31, 2018 and 2017. The difference between the pre-modification recorded investment and the post-modification recorded investment would be any partial charge-offs at the time of the restructuring.

	For the three months ended March 31, 2018								For the three months ended March 31, 2017
Classes of Loans/Leases	Number of Loans / Leases		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Specific Allowance		Number of Loans / Leases		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Specific Allowance

CONCESSION - Significant Payment Delay
C&I		-	$	-	$	-	$	-		2	$	133,689	$	133,689	$	-
Residential Real Estate		1		46,320		46,320		-		-		-		-		-
Direct Financing Leases		2		47,524		47,524		-		8		669,861		669,861		-
		3	$	93,844	$	93,844	$	-		10	$	803,550	$	803,550	$	-

CONCESSION - Extension of Maturity
Direct Financing Leases		-	$	-	$	-	$	-		1	$	6,263	$	6,263	$	-
		-	$	-	$	-	$	-		1	$	6,263	$	6,263	$	-

TOTAL		3	$	93,844	$	93,844	$	-		11	$	809,813	$	809,813	$	-

Of the TDRs reported above, one with a post-modification recorded balance of $46,320 was on nonaccrual as of March 31, 2018. Of the TDRs reported above, none were on nonaccrual as of March 31, 2017.

For the three months ended March 31, 2018, eight of the Company’s TDRs redefaulted within 12 months subsequent to restructure where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status. Three of these TDRs were related to one customer whose loans were restructured in the second quarter of 2017 with pre-modification balances totaling $78 thousand and the other TDRs related to other customers whose loans were restructured in the second and third quarters of 2017 with pre-modification balances totaling $378 thousand.

For the three months ended March 31, 2017, two of the Company’s TDRs redefaulted within 12 months subsequent to restructure where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status. These two TDRs were related to the same customer and were restructured in the fourth quarter of 2016 with pre-modification balances totaling $195 thousand.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 4 - EARNINGS PER SHARE

The following information was used in the computation of EPS on a basic and diluted basis:

	Three months ended
	March 31,
	2018		2017

Net income	$	10,549,961	$	9,184,965

Basic EPS	$	0.76	$	0.70
Diluted EPS	$	0.74	$	0.68

Weighted average common shares outstanding		13,888,661		13,133,382
Weighted average common shares issuable upon exercise of stock options and under the employee stock purchase plan		316,923		355,035
Weighted average common and common equivalent shares outstanding		14,205,584		13,488,417

The increase in weighted average common shares outstanding when comparing the three months ended March 31, 2018 to March 31, 2017 was primarily due to the common stock issuance discussed in Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

NOTE 5 – FAIR VALUE

Accounting guidance on fair value measurement uses a hierarchy intended to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy includes three levels and is based upon the valuation techniques used to measure assets and liabilities. The three levels are as follows:

●

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in markets;

●

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

●

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Assets and liabilities measured at fair value on a recurring basis comprise the following at March 31, 2018 and December 31, 2017:

Fair Value Measurements at Reporting Date Using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Identical Assets

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

March 31, 2018:

Securities AFS:

U.S. govt. sponsored agency securities

36,867,510

Residential mortgage-backed and related securities

157,289,043

Municipal securities

61,201,804

Other securities

4,286,583

Interest rate caps

657,178

Interest rate swaps - assets

4,500,318

Total assets measured at fair value

264,802,436

Interest rate swaps - liabilities

4,500,318

Total liabilities measured at fair value

4,500,318

December 31, 2017:

Securities AFS:

U.S. govt. sponsored agency securities

38,096,534

Residential mortgage-backed and related securities

163,301,304

Municipal securities

66,625,496

Other securities

4,884,573

1,028

4,883,545

Interest rate caps

506,700

Interest rate swaps - assets

4,397,238

Total assets measured at fair value

277,811,845

1,028

277,810,817

Interest rate swaps - liabilities

4,397,238

Total liabilities measured at fair value

4,397,238

There were no transfers of assets or liabilities between Levels 1, 2, and 3 of the fair value hierarchy for the three months ended March 31, 2018 or 2017.

A small portion of the securities AFS portfolio consists of common stock issued by various unrelated bank holding companies. The fair values used by the Company are obtained from an independent pricing service and represent quoted market prices for the identical securities (Level 1 inputs).

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The securities AFS portfolio consists of securities whereby the Company obtains fair values from an independent pricing service. The fair values are determined by pricing models that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level 2 inputs).

Interest rate caps are used for the purpose of hedging interest rate risk. The fair values are determined by pricing models that consider observable market data for derivative instruments with similar structures (Level 2 inputs).

Interest rate swaps are executed for select commercial customers. The interest rate swaps are further described in Note 1 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The fair values are determined by comparing the contract rate on the swap with the then-current market rate for the remaining term of the transaction (Level 2 inputs).

Certain financial assets are measured at fair value on a non-recurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Assets measured at fair value on a non-recurring basis comprise the following at March 31, 2018 and December 31, 2017:

Fair Value Measurements at Reporting Date Using

Fair Value

Level 1

Level 2

Level 3

March 31, 2018:

Impaired loans/leases

5,564,760

OREO

13,770,025

19,334,785

December 31, 2017:

Impaired loans/leases

8,972,337

OREO

14,642,973

23,615,310

Impaired loans/leases are evaluated and valued at the time the loan/lease is identified as impaired, at the lower of cost or fair value, and are classified as Level 3 in the fair value hierarchy. Fair value is measured based on the value of the collateral securing these loans/leases. Collateral may be real estate and/or business assets, including equipment, inventory and/or accounts receivable, and is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values are discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business.

OREO in the table above consists of property acquired through foreclosures and settlements of loans. Property acquired is carried at the estimated fair value of the property, less disposal costs, and is classified as Level 3 in the fair value hierarchy. The estimated fair value of the property is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values are discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the property.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company has utilized Level 3 inputs to determine fair value:

Quantitative Information about Level Fair Value Measurements

Fair Value
March 31, 2018

Fair Value
December 31, 2017

Valuation Technique

Unobservable Input

Range

Impaired loans/leases

5,564,760

8,972,337

Appraisal of collateral

Appraisal adjustments

-10.00%

-30.00%

OREO

13,770,025

14,642,973

Appraisal of collateral

Appraisal adjustments

0.00%

-35.00%

For the impaired loans/leases and OREO, the Company records carrying value at fair value less disposal or selling costs. The amounts reported in the tables above are fair values before the adjustment for disposal or selling costs.

There have been no changes in valuation techniques used for any assets measured at fair value during the three months ended March 31, 2018 and 2017.

The following table presents the carrying values and estimated fair values of financial assets and liabilities carried on the Company’s consolidated balance sheets, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis:

Fair Value

As of March 31, 2018

As of December 31, 2017

Hierarchy

Carrying

Estimated

Carrying

Estimated

Level

Value

Fair Value

Value

Fair Value

Cash and due from banks

Level 1

61,845,988

75,721,663

Federal funds sold

Level 2

14,505,000

30,197,000

Interest-bearing deposits at financial institutions

Level 2

45,051,555

55,765,012

Investment securities:

HTM

Level 2

378,584,337

375,792,683

379,474,205

379,749,804

AFS

See Previous Table

259,644,940

272,907,907

Loans/leases receivable, net

Level 3

5,152,556

5,564,760

8,307,719

8,972,337

Loans/leases receivable, net

Level 2

3,013,217,281

2,948,650,000

2,921,821,953

2,892,963,000

Interest rate caps

Level 2

657,178

506,700

Interest rate swaps - assets

Level 2

4,500,318

4,397,238

Deposits:

Nonmaturity deposits

Level 2

2,603,999,039

2,670,583,178

Time deposits

Level 2

676,002,453

670,297,000

596,071,878

591,772,000

Short-term borrowings

Level 2

16,859,753

13,993,122

FHLB advances

Level 2

216,345,000

216,397,000

192,000,000

192,115,000

Other borrowings

Level 2

64,062,500

64,583,000

66,000,000

66,520,000

Junior subordinated debentures

Level 2

37,534,402

29,318,931

37,486,487

29,253,624

Interest rate swaps - liabilities

Level 2

4,500,318

4,397,238

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 6 – BUSINESS SEGMENT INFORMATION

Selected financial and descriptive information is required to be disclosed for reportable operating segments, applying a “management perspective” as the basis for identifying reportable segments. The management perspective is determined by the view that management takes of the segments within the Company when making operating decisions, allocating resources, and measuring performance. The segments of the Company have been defined by the structure of the Company’s internal organization, focusing on the financial information that the Company’s operating decision-makers routinely use to make decisions about operating matters.

The Company’s primary segment, Commercial Banking, is geographically divided by markets into the secondary segments comprised of the four subsidiary banks wholly owned by the Company: QCBT, CRBT, CSB and RB&T. Each of these secondary segments offers similar products and services, but is managed separately due to different pricing, product demand, and consumer markets. Each offers commercial, consumer, and mortgage loans and deposit services.

The Company’s Wealth Management segment represents the trust and asset management and investment management and advisory services offered at the Company’s four subsidiary banks in aggregate. This segment generates income primarily from fees charged based on assets under administration for corporate and personal trusts, custodial services, and investments managed. No assets of the subsidiary banks have been allocated to the Wealth Management segment.

The Company’s All Other segment includes the operations of all other consolidated subsidiaries and/or defined operating segments that fall below the segment reporting thresholds. This segment includes the corporate operations of the parent company.

Selected financial information on the Company’s business segments is presented as follows as of and for the three months ended March 31, 2018 and 2017.

Commercial Banking

Wealth

Intercompany

Consolidated

QCBT

CRBT

CSB

RB&T

Management

All Other

Eliminations

Total

Three Months Ended March 31, 2018

Total revenue

15,807,570

15,997,332

8,163,323

4,997,945

3,189,425

12,532,043

(12,599,893

)

48,087,745

Net interest income

12,120,302

10,835,848

6,743,947

3,465,154

(762,333

)

32,402,918

Provision

1,120,409

601,828

575,602

242,000

2,539,839

Net income

4,457,868

4,616,528

1,868,588

741,295

770,865

10,514,510

(12,419,693

)

10,549,961

Goodwill

3,222,688

15,223,179

9,888,225

28,334,092

Core deposit intangible

3,566,728

5,207,674

8,774,402

Total assets

1,526,829,646

1,331,208,620

696,978,705

468,112,032

447,591,932

(444,406,521

)

4,026,314,414

Three Months Ended March 31, 2017

Total revenue

13,535,941

10,386,545

8,131,706

3,947,799

2,701,806

9,876,143

(9,951,087

)

38,628,853

Net interest income

11,301,482

6,974,047

7,026,508

2,968,074

(601,228

)

27,668,883

Provision

931,109

250,000

774,000

150,000

2,105,109

Net income

3,655,006

2,892,560

1,895,134

844,569

561,062

9,184,968

(9,848,334

)

9,184,965

Goodwill

3,222,688

9,888,225

13,110,913

Core deposit intangible

1,222,019

5,928,327

7,150,346

Total assets

1,442,952,197

929,111,309

608,431,003

398,454,864

377,316,912

(375,253,667

)

3,381,012,618

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 7 – REGULATORY CAPITAL REQUIREMENTS

The Company (on a consolidated basis) and the subsidiary banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and subsidiary banks’ financial statements.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the subsidiary banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the subsidiary banks to maintain minimum amounts and ratios (set forth in the following table) of total common equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets, each as defined by regulation. Management believes, as of March 31, 2018 and December 31, 2017, that the Company and the subsidiary banks met all capital adequacy requirements to which they are subject.

Under the regulatory framework for prompt corrective action, to be categorized as “well capitalized,” an institution must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 leverage and common equity Tier 1 ratios as set forth in the following tables. The Company and the subsidiary banks’ actual capital amounts and ratios as of March 31, 2018 and December 31, 2017 are presented in the following table (dollars in thousands). As of March 31, 2018 and December 31, 2017, each of the subsidiary banks met the requirements to be “well capitalized”.

For Capital

To Be Well

Adequacy Purposes

Capitalized Under

For Capital

With Capital

Prompt Corrective

Actual

Adequacy Purposes

Conservation Buffer*

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of March 31, 2018:

Company:

Total risk-based capital

395,160

11.25

281,109

8.00

346,994

9.875

351,386

10.00

Tier 1 risk-based capital

358,627

10.21

210,832

6.00

276,717

7.875

281,109

8.00

Tier 1 leverage

358,627

9.08

157,993

4.00

157,993

4.000

197,491

5.00

Common equity Tier 1

321,093

9.14

158,124

4.50

224,009

6.375

228,401

6.50

Quad City Bank & Trust:

Total risk-based capital

160,996

12.32

104,544

8.00

129,047

9.875

130,680

10.00

Tier 1 risk-based capital

147,618

11.30

78,408

6.00

102,911

7.875

104,544

8.00

Tier 1 leverage

147,618

9.63

61,343

4.00

61,343

4.000

76,678

5.00

Common equity Tier 1

147,618

11.30

58,806

4.50

83,309

6.375

84,942

6.50

Cedar Rapids Bank & Trust:

Total risk-based capital

142,034

11.96

94,998

8.00

117,264

9.875

118,748

10.00

Tier 1 risk-based capital

129,507

10.91

71,249

6.00

93,514

7.875

94,998

8.00

Tier 1 leverage

129,507

9.87

52,483

4.00

52,483

4.000

65,603

5.00

Common equity Tier 1

129,507

10.91

53,437

4.50

75,702

6.375

77,186

6.50

Community State Bank:

Total risk-based capital

67,996

11.39

47,738

8.00

58,926

9.875

59,672

10.00

Tier 1 risk-based capital

63,105

10.58

35,803

6.00

46,992

7.875

47,738

8.00

Tier 1 leverage

63,105

9.35

27,010

4.00

27,010

4.000

33,763

5.00

Common equity Tier 1

63,105

10.58

26,853

4.50

38,041

6.375

38,787

6.50

Rockford Bank & Trust:

Total risk-based capital

46,567

11.07

33,644

8.00

41,530

9.875

42,055

10.00

Tier 1 risk-based capital

41,305

9.82

25,233

6.00

33,119

7.875

33,644

8.00

Tier 1 leverage

41,305

8.93

18,498

4.00

18,498

4.000

23,123

5.00

Common equity Tier 1

41,305

9.82

18,925

4.50

26,810

6.375

27,336

6.50

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

For Capital

To Be Well

Adequacy Purposes

Capitalized Under

For Capital

With Capital

Prompt Corrective

Actual

Adequacy Purposes

Conservation Buffer*

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of December 31, 2017:

Company:

Total risk-based capital

383,282

11.15

275,090

8.00

318,073

9.25

343,862

10.00

Tier 1 risk-based capital

348,530

10.14

206,317

6.00

249,300

7.25

275,090

8.00

Tier 1 leverage

348,530

8.98

155,256

4.00

155,256

4.00

194,070

5.00

Common equity Tier 1

313,012

9.10

154,738

4.50

197,721

5.75

223,510

6.50

Quad City Bank & Trust:

Total risk-based capital

160,112

12.35

103,711

8.00

119,916

9.25

129,639

10.00

Tier 1 risk-based capital

147,472

11.38

77,783

6.00

93,988

7.25

103,711

8.00

Tier 1 leverage

147,472

9.52

61,985

4.00

61,985

4.00

77,481

5.00

Common equity Tier 1

147,472

11.38

58,337

4.50

74,542

5.75

84,265

6.50

Cedar Rapids Bank & Trust:

Total risk-based capital

138,492

11.88

93,272

8.00

107,846

9.25

116,590

10.00

Tier 1 risk-based capital

126,601

10.86

69,954

6.00

84,528

7.25

93,272

8.00

Tier 1 leverage

126,601

11.68

43,348

4.00

43,348

4.00

54,185

5.00

Common equity Tier 1

126,601

10.86

52,465

4.50

67,039

5.75

75,783

6.50

Community State Bank:

Total risk-based capital

66,271

11.71

45,293

8.00

52,370

9.25

56,616

10.00

Tier 1 risk-based capital

61,941

10.94

33,970

6.00

41,047

7.25

45,293

8.00

Tier 1 leverage

61,941

9.77

25,354

4.00

25,354

4.00

31,693

5.00

Common equity Tier 1

61,941

10.94

25,477

4.50

32,554

5.75

36,801

6.50

Rockford Bank & Trust:

Total risk-based capital

45,684

11.28

32,413

8.00

37,477

9.25

40,516

10.00

Tier 1 risk-based capital

40,615

10.02

24,310

6.00

29,374

7.25

32,413

8.00

Tier 1 leverage

40,615

8.94

18,177

4.00

18,177

4.00

22,721

5.00

Common equity Tier 1

40,615

10.02

18,232

4.50

23,297

5.75

26,335

6.50

*The minimums under Basel III increase by .625% (the capital conservation buffer) annually until 2019. The fully phased-in minimums are 10.5% (Total risk-based capital), 8.5% (Tier 1 risk-based capital), and 7.0% (Common equity Tier 1).

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 8 – REVENUE RECOGNITION

As of January 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective approach. The adoption of the guidance had no material impact on the measurement or recognition of revenue as approximately 89% of the Company’s revenue (based on 2017 audited financial results) is outside the scope of this guidance; however, additional disclosures have been added in accordance with the ASU. See Note 1 for additional information on this new accounting standard.

Descriptions of our revenue-generating contracts with customers that are within the scope of ASU 2014-09, which are presented in our income statements as components of non-interest income are as follows:

Trust department and Investment advisory and management fees: This is a contract between the Company and its customers for fiduciary and/or investment administration services on trust and brokerage accounts. Trust services and brokerage fee income is determined as a percentage of assets under management and is recognized over the period the underlying trust account is serviced. Such contracts are generally cancellable at any time, with the customer subject to a pro-rated fee in the month of termination.

Deposit service fees: The deposit contract obligates the Company to serve as a custodian of the customer’s deposited funds and is generally terminable at will by either party. The contract permits the customer to access the funds on deposit and request additional services related to the deposit account. Deposit account related fees, including analysis charges, overdraft/nonsufficient fund charges, service charges, debit card usage fees, overdraft fees and wire transfer fees are within the scope of the guidance; however, revenue recognition practices did not change under the guidance, as deposit agreements are considered day-to-day contracts. Income for deposit accounts is recognized over the statement cycle period (typically on a monthly basis) or at the time the service is provided, if additional services are requested.

Correspondent banking fees: A contract between the Company and its correspondent banks for corresponding banking services. This line of business provides a strong source of noninterest bearing and interest bearing deposits, fee income, high-quality loan participations and bank stock loans. Correspondent banking fee income is tied to transaction activity and revenue is recognized monthly as earned for services provided.

Table of Contents

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 9 –ACQUISITIONS

BATES COMPANIES

On March 20, 2018 the Company announced the signing of definitive agreements to acquire the Bates Companies, headquartered in Rockford, Illinois. The acquisition and subsequent merger of the Bates Companies into RB&T will enhance the wealth management services of RB&T by adding approximately $700.0 million of assets under management.

In the acquisition, the Company will acquire 100% of the Bates Companies’ outstanding common stock for an aggregate consideration of $3.0 million cash and up to $3.0 million of the Company’s common stock. In a private placement exempt from registration with the SEC, the Company expects to issue upon closing of the transaction approximately 21,528 common shares or $1.0 million of Company stock. Assuming all future performance based contingent consideration is realized total stock consideration can reach $3.0 million, which would result in the Company expecting to issue approximately 64,583 common shares based on closing stock price at the date of announcement.

This transaction is subject to regulatory approval and certain closing conditions. The transaction is expected to close late in second quarter or early third quarter of 2018.

SPRINGFIELD BANCSHARES, INC.

On April 18, 2018, the Company announced the signing of a definitive agreement to purchase 100% of the outstanding common stock of Springfield Bancshares, the holding company of SFC Bank, headquartered in Springfield, Missouri. The Company will continue to operate SFC Bank, retaining its separate charter and brand within the Springfield, Missouri market. SFC Bank has one banking location and approximately $563.2 million in assets and $446.5 million in deposits as of March 31, 2018.

In the acquisition, the stockholders of Springfield Bancshares will receive 0.3060 shares of the Company’s common stock and $1.50 in cash in exchange for each common share of Springfield Bancshares held. Based upon the closing price of the Company’s common stock as of April 16, 2018, the transaction is valued at approximately $86.7 million.

This transaction is subject to regulatory approvals, approval by Springfield Bancshares’ stockholders and certain customary closing conditions. The transaction is expected to close in the third quarter of 2018.

Table of Contents

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

This section reviews the financial condition and results of operations of the Company and its subsidiaries as of and for the three months ending March 31, 2018. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends. When reading this discussion, also refer to the Consolidated Financial Statements and related notes in this report. The page locations and specific sections and notes that are referred to are presented in the table of contents.

Additionally, a comprehensive list of the acronyms and abbreviations used throughout this discussion is included in Note 1 to the Consolidated Financial Statements.

GENERAL

QCR Holdings, Inc. is a financial holding company and the parent company of QCBT, CRBT, CSB and RB&T.

QCBT, CRBT and CSB are Iowa-chartered commercial banks, and RB&T is an Illinois-chartered commercial bank. All are members of the Federal Reserve system with depository accounts insured to the maximum amount permitted by law by the FDIC.

●

QCBT commenced operations in 1994 and provides full-service commercial and consumer banking, and trust and asset management services to the Quad City area and adjacent communities through its five offices that are located in Bettendorf and Davenport, Iowa and Moline, Illinois. QCBT also provides leasing services through its wholly-owned subsidiary, m2, located in Brookfield, Wisconsin. In addition, QCBT owns 100% of Quad City Investment Advisors, LLC, which is an investment management and advisory company.

●

CRBT commenced operations in 2001 and provides full-service commercial and consumer banking, and trust and asset management services to Cedar Rapids, Iowa and adjacent communities through its five offices located in Cedar Rapids and Marion, Iowa. Cedar Falls and Waterloo, Iowa and adjacent communities are served through three additional CRBT offices (two in Waterloo and one in Cedar Falls).

●

CSB was acquired by QCR in 2016, as further described in Note 2 to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2017. CSB provides full-service commercial and consumer banking to the Des Moines, Iowa area and adjacent communities through its 10 offices, including its main office located on North Ankeny Boulevard in Ankeny, Iowa.

●

RB&T commenced operations in January 2005 and provides full-service commercial and consumer banking, and trust and asset management services to Rockford, Illinois and adjacent communities through its main office located on Guilford Road at Alpine Road in Rockford and its branch facility in downtown Rockford.

Table of Contents

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

EXECUTIVE OVERVIEW

The Company reported net income of $10.5 million and diluted EPS of $0.74 for the quarter ended March 31, 2018. By comparison, for the quarter ended December 31, 2017, the Company reported net income of $9.9 million and diluted EPS of $0.70. For the quarter ended March 31, 2017, the Company reported net income of $9.2 million and diluted EPS of $0.68.

The first quarter of 2018 was highlighted by several significant items:

●

Annualized net interest income growth of 7.5%;

●

Annualized loan and lease growth of 12.2% ;

●

Annualized wealth management revenue growth of 10.8%;

●

Swap fee income and gains on the sale of government guaranteed loans of $1.3 million; and

●

A definitive agreement to enter the Springfield, Missouri market by merging with Springfield Bancshares.

Following is a table that represents various net income measurements for the Company.

	For the three months ended
	March 31, 2018		December 31, 2017		March 31, 2017

Net income	$	10,549,961	$	9,901,590	$	9,184,965

Diluted earnings per common share	$	0.74	$	0.70	$	0.68


Weighted average common and common equivalent shares outstanding		14,205,584		14,193,191		13,488,417

The increase in weighted average common shares outstanding when comparing the three months ended March 31, 2018 and December 31, 2017 to March 31, 2017 was primarily due to the common stock issued to Guaranty as consideration for the acquisition of Guaranty Bank.

Following is a table that represents the major income and expense categories for the Company.

	For the three months ended
	March 31, 2018		December 31, 2017			March 31, 2017

Net interest income	$	32,402,918	$	31,793,353		$	27,668,883
Provision expense		2,539,839		2,255,381			2,105,109
Noninterest income		8,541,449		9,714,717			7,283,754
Noninterest expense		25,863,497		31,351,204			21,273,117
Federal and state income tax expense (benefit)		1,991,070		(2,000,105	)		2,389,446
Net income	$	10,549,961	$	9,901,590		$	9,184,965

Table of Contents

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Following are some noteworthy changes in the Company’s financial results:

●

Net interest income in the first quarter of 2018 was up 2% compared to the fourth quarter of 2017 and up 17% compared to the first quarter of 2017 due to strong loan and lease growth and the acquisition of Guaranty Bank.

●

Provision expense in the first quarter of 2018 increased 13% compared to the fourth quarter of 2017 and 21% from the same period of 2017 and was attributable to both strong loan growth and accounting for acquired loans. As acquired loans renew, the discount associated with those loans is eliminated and the Company must establish an allowance.

●

Noninterest income in the first quarter of 2018 decreased 12% compared to the fourth quarter of 2017, primarily due to lower swap fee income. Noninterest income in the first quarter of 2018 increased 17% from the first quarter of 2017, which was primarily attributable to higher swap fee income, as well as solid growth in wealth management fee income.

●

Noninterest expense decreased 18% from the fourth quarter of 2017. The fourth quarter of 2017 included $4.4 million of non-recurring costs related to the acquisition of Guaranty Bank and a core processor termination fee related to CSB. Noninterest expense increased 22% from the first quarter of 2017 primarily due to the acquisition of Guaranty Bank.

●

Federal and state income tax expense in the first quarter of 2018 increased significantly compared to the fourth quarter of 2017. The fourth quarter of 2017 included a one-time tax benefit of $2.9 million as a result of the Tax Act. Federal and state income tax expense in the first quarter of 2018 decreased 17% compared to the first quarter of 2017 primarily due to a lower federal tax rate. See the Income Taxes section of this report for additional details.

LONG-TERM FINANCIAL GOALS

As previously stated, the Company has established certain financial goals by which it manages its business and measures its performance. The goals are periodically updated to reflect changes in business developments. While the Company is determined to work prudently to achieve these goals, there is no assurance that they will be met. Moreover, the Company’s ability to achieve these goals will be affected by the factors discussed under “Forward Looking Statements” as well as the factors detailed in the “Risk Factors” section included under Item 1A. of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s long-term financial goals are as follows:

●

Improve balance sheet efficiency by maintaining a gross loans and leases to total assets ratio in the range of 73 – 78%;

●

Improve profitability (measured by NIM and ROAA);

●

Improve asset quality by reducing NPAs to total assets to below 0.75% and maintain charge-offs as a percentage of average loans/leases of under 0.25% annually;

●

Maintain reliance on wholesale funding at less than 15% of total assets;

Table of Contents

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

●

Grow noninterest bearing deposits to more than 30% of total assets;

●

Continue to focus on generating gains on sales of government guaranteed portions of loans and swap fee income to more than $4 million annually; and

●

Grow wealth management segment net income by 10% annually.

The following table shows the evaluation of the Company’s long-term financial goals.

			For the Quarter Ending
Goal	Key Metric	Target**	March 31, 2018	December 31, 2017	March 31, 2017
Balance sheet efficiency	Gross loans and leases to total assets	73 - 78%	76%	74%	72%
	NIM(TEY)(non-GAAP)*	> 3.65%	3.64%	3.69%	3.90%
Profitability	ROAA	> 1.10%	1.06%	1.01%	1.12%
	Core ROAA (non-GAAP)*		1.06%	1.01%	1.12%
	NPAs to total assets	< 0.75%	0.77%	0.81%	0.81%
Asset quality	Net charge-offs to average loans and leases***	< 0.25% annually	0.05%	0.19%	0.13%
Reliance on wholesale funding	Wholesale funding to total assets****	< 15%	14%	10%	9%
Funding mix	Noninterest bearing deposits as a percentage of total assets	> 30%	19%	20%	23%
Consistent, high quality noninterest income revenue streams	Gains on sales of government guaranteed portions of loans and swap fee income***	> $4 million annually	$5.3 million	$4.3 million	$4.3 million
	Grow wealth management segment net income***	> 10% annually	37%	35%	25%

	*	See GAAP to Non-GAAP reconciliations.
	**	Targets will be re-evaluated and adjusted as appropriate.
	***	Ratios and amounts provided for these measurements represent year-to-date actual amounts for the respective period, that are then annualized for comparison.
	****	Wholesale funding to total assets is calculated by dividing total borrowings and brokered deposits by total assets.

STRATEGIC DEVELOPMENTS

The Company took the following actions during the first quarter of 2018 to support its corporate strategy and the long-term financial goals shown above.

●

The Company grew loans and leases in the first three months of 2018 by 12.2% on an annualized basis. This growth exceeded the targeted organic growth of 10-12% for the full year. Strong loan and lease growth for the remainder of the year will help keep the Company’s loan and leases to asset ratio within the targeted range of 73-78%.

●

The Company has participated, and intends to continue to participate, in a prudent manner as an acquirer in the consolidation taking place in our markets to continue to grow EPS, further boost ROAA and improve the Company’s efficiency ratio. The Company announced in March 2018 the signing of definitive agreements to acquire and merge the Bates Companies into RB&T. The Company announced in April 2018 the signing of a definitive agreement to acquire Springfield Bancshares. See Note 9 to the Consolidated Financial Statements for additional details about these strategic transactions.

Table of Contents

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

●

The Company has continued to focus on lowering the NPAs to total assets ratio. This ratio decreased by four basis points to 0.77%, as compared to the fourth quarter 2017. The Company remains committed to improving asset quality ratios in 2018 and beyond.

●

Management has continued to focus on reducing the Company’s reliance on wholesale funding. Wholesale funding increased in the first quarter 2018 due to the strong loan and lease growth which outpaced the Company’s deposit growth. All increases to wholesale funding were short-term in nature. Management continues to prioritize core deposit growth through a variety of strategies including growth in correspondent banking.

●

Correspondent banking has continued to be a core line of business for the Company. The Company is competitively positioned with experienced staff, software systems and processes to continue growing in the three states currently served – Iowa, Illinois and Wisconsin and to expand into the Missouri market. The Company acts as the correspondent bank for 192 downstream banks with average total noninterest bearing deposits of $220.9 million and average total interest bearing deposits of $206.1 million during the first quarter of 2018. The Company acted as the correspondent bank for 183 downstream banks with average total noninterest bearing deposits of correspondents of $320.7 million during the first quarter of 2017. This line of business provides a strong source of noninterest bearing and interest bearing deposits, fee income, high-quality loan participations and bank stock loans.

●

SBA and USDA lending is a specialty lending area on which the Company has focused. Once these loans are originated, the government-guaranteed portion of the loan can be sold to the secondary market for premiums. The Company aims to continue to make this a more consistent source of noninterest income.

●

As a result of the relatively low interest rate environment including a flat yield curve, the Company has focused on executing interest rate swaps on select commercial loans. The interest rate swaps allow the commercial borrowers to pay a fixed interest rate while the Company receives a variable interest rate as well as an upfront fee dependent on the pricing. Management believes that these swaps help position the Company more favorably for rising rate environments. The Company will continue to review opportunities to execute these swaps at all of its subsidiary banks, as the circumstances are appropriate for the borrower and the Company.

●

Wealth management is another core line of business for the Company and includes a full range of products, including trust services, brokerage and investment advisory services, asset management, estate planning and financial planning. As of March 31, 2018, the Company had $2.65 billion of total financial assets in trust (and related) accounts and $1.05 billion of total financial assets in brokerage (and related) accounts. Continued growth in assets under management will help drive trust and investment advisory fees. The Company offers trust and investment advisory services to the correspondent banks that it serves. As management continues to focus on growing wealth management fee income, expanding market share will continue to be a primary strategy, both through organic growth as well as the acquisition of managed assets. The Company announced in March 2018 the signing of definitive agreements to acquire and merge the Bates Companies into RB&T. The acquisition and subsequent merger of the Bates Companies into RB&T will add approximately $700 million of assets under management.

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GAAP TO NON-GAAP RECONCILIATIONS

The following table presents certain non-GAAP financial measures related to the “TCE/TA ratio”, “core net income”, “core net income attributable to QCR Holdings, Inc. common stockholders”, “core EPS”, “core ROAA”, “NIM (TEY)”, and “efficiency ratio”. In compliance with applicable rules of the SEC, all non-GAAP measures are reconciled to the most directly comparable GAAP measure, as follows:

●

TCE/TA ratio (non-GAAP) is reconciled to stockholders’ equity and total assets;

●

Core net income, core net income attributable to QCR Holdings, Inc. common stockholders, core EPS and core ROAA (all non-GAAP measures) are reconciled to net income;

●

NIM (TEY) (non-GAAP) is reconciled to NIM; and

●

Efficiency ratio (non-GAAP) is reconciled to noninterest expense, net interest income and noninterest income.

The TCE/TA non-GAAP ratio has been a focus for investors and management believes that this ratio may assist investors in analyzing the Company’s capital position without regard to the effects of intangible assets.

The table following also includes several “core” non-GAAP measurements of financial performance. The Company's management believes that these measures are important to investors as they exclude non-recurring income and expense items; therefore, they provide a better comparison for analysis and may provide a better indicator of future run-rates.

NIM (TEY) is a financial measure that the Company’s management utilizes to take into account the tax benefit associated with certain tax-exempt loans and securities. It is standard industry practice to measure net interest margin using tax-equivalent measures.

The efficiency ratio is a ratio that management utilizes to compare the Company to peers. It is a standard ratio in the banking industry and widely utilized by investors.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

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	As of
	March 31,			December 31,			September 30,			June 30,			March 31,
GAAP TO NON-GAAP RECONCILIATIONS	2018			2017			2017			2017			2017
	(dollars in thousands, except per share data)
TCE / TA RATIO

Stockholders' equity (GAAP)	$	360,428		$	353,287		$	313,039		$	305,083		$	295,840
Less: Intangible assets		37,108			37,413			19,800			20,030			20,261
TCE (non-GAAP)	$	323,320		$	315,874		$	293,239		$	285,053		$	275,579

Total assets (GAAP)	$	4,026,314		$	3,982,665		$	3,550,463		$	3,457,187		$	3,381,013
Less: Intangible assets		37,108			37,413			19,800			20,030			20,261
TA (non-GAAP)	$	3,989,206		$	3,945,252		$	3,530,663		$	3,437,157		$	3,360,752

TCE / TA ratio (non-GAAP)		8.10	%		8.01	%		8.31	%		8.29	%		8.20	%

	For the Quarter Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
CORE NET INCOME	2018			2017			2017			2017			2017

Net income (GAAP)	$	10,550		$	9,902		$	7,854		$	8,766		$	9,185

Less nonrecurring items (post-tax) (*):
Income:
Securities gains, net	$	-		$	(41	)	$	(41	)	$	25		$	-
Total nonrecurring income (non-GAAP)	$	-		$	(41	)	$	(41	)	$	25		$	-

Expense:
Acquisition costs	$	73		$	430		$	265		$	-		$	-
Post-acquisition compensation, transition and integration costs		-			2,462			340			-			-
Total nonrecurring expense (non-GAAP)	$	73		$	2,892		$	605		$	-		$	-


Adjustment of tax expense related to the Tax Act	$	-		$	2,919		$	-		$	-		$	-

Core net income (non-GAAP)	$	10,623		$	9,916		$	8,500		$	8,741		$	9,185


CORE EPS

Core net income (non-GAAP) (from above)	$	10,623		$	9,916		$	8,500		$	8,741		$	9,185

Weighted average common shares outstanding		13,888,661			13,845,497			13,151,350			13,170,283			13,133,382
Weighted average common and common equivalent shares outstanding		14,205,584			14,193,191			13,507,955			13,532,324			13,488,417

Core EPS (non-GAAP):
Basic	$	0.76		$	0.72		$	0.65		$	0.66		$	0.70
Diluted	$	0.75		$	0.70		$	0.63		$	0.65		$	0.68


CORE ROAA

Core net income (non-GAAP) (from above)	$	10,623		$	9,916		$	8,500		$	8,741		$	9,185

Average Assets	$	3,994,691		$	3,923,337		$	3,503,148		$	3,378,195		$	3,274,713

Core ROAA (annualized) (non-GAAP)		1.06	%		1.01	%		0.97	%		1.03	%		1.12	%

Nonrecurring items (after-tax) are calculated using an estimated effective tax rate of 35% for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

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	For the Quarter Ended
	March 31,			December 31,			September 30,				June 30,			March 31,
GAAP TO NON-GAAP RECONCILIATIONS (CONTINUED)	2018			2017			2017				2017			2017
	(dollars in thousands)
NIM (TEY) *

Net interest income (GAAP)	$	32,403		$	31,793		$	28,556			$	28,047		$	27,669

Plus: Tax equivalent adjustment		1,353			2,585			2,311				2,201			1,950

Net interest income - tax equivalent (Non-GAAP)	$	33,756		$	34,378		$	30,867			$	30,248		$	29,619

Average earning assets	$	3,759,475		$	3,699,193		$	3,303,014			$	3,180,779		$	3,076,356

NIM (GAAP)		3.50	%		3.41	%		3.43	%			3.54	%		3.65	%
NIM (TEY) (Non-GAAP)		3.64	%		3.69	%		3.71	%			3.81	%		3.90	%

EFFICIENCY RATIO

Noninterest expense (GAAP)	$	25,863		$	31,351		$	23,395			$	21,405		$	21,273

Net interest income (GAAP)	$	32,403		$	31,793		$	28,556		#	$	28,047		$	27,669
Noninterest income (GAAP)		8,541			9,714			6,702				6,782			7,284
Total income	$	40,944		$	41,507		$	35,258			$	34,829		$	34,953

Efficiency ratio (noninterest expense/total income) (Non-GAAP)		63.17	%		75.53	%		66.35	%			61.46	%		60.86	%

Nonrecurring items (after-tax) are calculated using an estimated effective tax rate of 35% for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

NET INTEREST INCOME - (TAX EQUIVALENT BASIS)

As part of the Tax Act, the Company’s federal income tax rate was cut from 35% down to 21% effective January 1, 2018. In order to compare periods before and after the effective date of the Tax Act, it’s important to note the difference in the federal income tax rate and the impact on the Company’s tax exempt earning assets (loans and securities) and the related tax equivalent yield reporting.

Net interest income, on a tax equivalent basis, increased 14% to $33.8 million for the quarter ended March 31, 2018, compared to the same quarter of the prior year. Excluding the tax equivalent adjustments, net interest income increased 17% over the same period. Net interest income improved due to several factors:

●

Organic loan and lease growth has been strong over the past 12 months pushing loans/leases up to 76% of total assets;

●

The acquisition of Guaranty Bank, whose strong NIM has contributed to the Company’s results; and

●

The Company’s continued strategy to redeploy funds from the lower yielding taxable securities portfolio into higher yielding loans and municipal bonds, especially with the Company’s most recent acquisitions of CSB and Guaranty Bank.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

A comparison of yields, spread and margin on a tax equivalent and GAAP basis is as follows:

	Tax Equivalent Basis									GAAP
	For the Quarter Ended									For the Quarter Ended
	March 31, 2018			December 31, 2017			March 31, 2017			March 31, 2018			December 31, 2017			March 31, 2017

Average Yield on Interest-Earning Assets		4.41	%		4.34	%		4.39	%		4.27	%		4.06	%		4.13	%
Average Cost of Interest-Bearing Liabilities		1.03	%		0.88	%		0.69	%		1.03	%		0.88	%		0.69	%
Net Interest Spread		3.38	%		3.46	%		3.70	%		3.24	%		3.18	%		3.44	%
NIM		3.64	%		3.69	%		3.90	%		3.50	%		3.41	%		3.65	%
NIM Excluding Acquisition Accounting Net Accretion		3.56	%		3.61	%		3.65	%		3.42	%		3.33	%		3.39	%

NIM on a tax equivalent basis was down five basis points on a linked quarter basis. However, excluding the tax equivalent adjustment, NIM expanded nine basis points on the same linked quarter basis. The Company’s expansion of yield on earning assets outpaced the increased cost of funds. The Company’s success in expanded yields on earning assets is the result of the following:

●

Floating rate loans and securities repricing with recent rate hikes,

●

Growing certain niches (loans and securities) that tend to have higher spreads, and

●

Improved pricing on C&I and CRE term loans.

Acquisition accounting net accretion can fluctuate depending on the payoff activity of the acquired loans. In evaluating net interest income and NIM, it’s important to understand the impact of acquisition accounting net accretion when comparing periods. The acquisition accounting net accretion was relatively flat on a linked quarter basis; however, the acquisition accounting net accretion in the first quarter of 2017 was significant and totaled approximately $1.9 million which added 25 basis points to NIM for that quarter. The above table reports NIM with and without the acquisition accounting net accretion to allow for more appropriate comparisons.

The Company’s management closely monitors and manages NIM. From a profitability standpoint, an important challenge for the Company’s subsidiary banks and leasing company is the improvement of their NIMs. Management continually addresses this issue with pricing and other balance sheet management strategies.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The Company’s average balances, interest income/expense, and rates earned/paid on major balance sheet categories, as well as the components of change in net interest income, are presented in the following tables:

	For the three months ended March 31,
	2018								2017
				Interest		Average						Interest		Average
	Average			Earned		Yield or			Average			Earned		Yield or
	Balance			or Paid		Cost			Balance			or Paid		Cost
	(dollars in thousands)
ASSETS
Interest earning assets:
Federal funds sold	$	19,703		$	56		1.15	%	$	11,092		$	15		0.55	%
Interest-bearing deposits at financial institutions		49,531			197		1.61	%		92,551			199		0.87	%
Investment securities (1)		649,035			5,839		3.65	%		560,455			5,158		3.73	%
Restricted investment securities		21,830			234		4.35	%		13,871			130		3.80	%
Gross loans/leases receivable (1) (2) (3)		3,019,376			34,573		4.64	%		2,398,387			27,793		4.70	%

Total interest earning assets	$	3,759,475		$	40,899		4.41	%	$	3,076,356		$	33,295		4.39	%

Noninterest-earning assets:
Cash and due from banks	$	67,224							$	65,291
Premises and equipment		63,394								60,977
Less allowance		(35,136	)							(31,498	)
Other		139,734								103,587

Total assets	$	3,994,691							$	3,274,713

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing deposits	$	1,828,228			3,019		0.67	%	$	1,407,645			1,140		0.33	%
Time deposits		616,661			1,862		1.22	%		511,119			1,093		0.87	%
Short-term borrowings		17,271			33		0.77	%		25,188			24		0.39	%
FHLB advances		236,689			1,064		1.82	%		114,356			403		1.43	%
Other borrowings		64,680			718		4.50	%		74,761			683		3.71	%
Junior subordinated debentures		37,510			447		4.83	%		33,497			333		4.03	%

Total interest-bearing liabilities	$	2,801,039		$	7,143		1.03	%	$	2,166,566		$	3,676		0.69	%

Noninterest-bearing demand deposits	$	794,673							$	773,245
Other noninterest-bearing liabilities		42,454								43,996
Total liabilities	$	3,638,166							$	2,983,807

Stockholders' equity		356,525								290,906

Total liabilities and stockholders' equity	$	3,994,691							$	3,274,713

Net interest income				$	33,756							$	29,619

Net interest spread							3.38	%							3.70	%

Net interest margin							3.64	%							3.90	%

Ratio of average interest-earning assets to average interest-bearing liabilities		134.22	%							141.99	%

(1)	Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.
(2)	Loan/lease fees are not material and are included in interest income from loans/leases receivable in accordance with accounting and regulatory guidance.
(3)	Non-accrual loans/leases are included in the average balance for gross loans/leases receivable in accordance with accounting and regulatory guidance.

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Analysis of Changes of Interest Income/Interest Expense

For the three months ended March 31, 2018

	Inc./(Dec.)			Components
	from			of Change (1)
	December 31, 2017			Rate			Volume
	(dollars in thousands)
INTEREST INCOME
Federal funds sold	$	41		$	24		$	17
Interest-bearing deposits at financial institutions		(2	)		484			(486	)
Investment securities (2)		681			(738	)		1,419
Restricted investment securities		104			21			83
Gross loans/leases receivable (2) (3) (4)		6,780			(2,266	)		9,046

Total change in interest income	$	7,604		$	(2,475	)	$	10,079

INTEREST EXPENSE
Interest-bearing deposits	$	1,879		$	1,459		$	420
Time deposits		769			512			257
Short-term borrowings		9			54			(45	)
Federal Home Loan Bank advances		661			135			526
Other borrowings		35			481			(446	)
Junior subordinated debentures		114			71			43

Total change in interest expense	$	3,467		$	2,712		$	755

Total change in net interest income	$	4,137		$	(5,187	)	$	9,324

(1)	The column "Inc./(Dec.) from Prior Period" is segmented into the changes attributable to variations in volume and the changes attributable to changes in interest rates. The variations attributable to simultaneous volume and rate changes have been proportionately allocated to rate and volume.

(2)	Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

(3)	Loan/lease fees are not material and are included in interest income from loans/leases receivable in accordance with accounting and regulatory guidance.

(4)	Non-accrual loans/leases are included in the average balance for gross loans/leases receivable in accordance with accounting and regulatory guidance.

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CRITICAL ACCOUNTING POLICIES

The Company’s financial statements are prepared in accordance with GAAP. The financial information contained within these statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Certain critical accounting policies are described below.

ALLOWANCE FOR LOAN AND LEASE LOSSES

Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policy to be that related to the allowance for loan and lease losses.

The Company’s allowance methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance that management believes is appropriate at each reporting date. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, changes in NPLs, and other factors. Quantitative factors also incorporate known information about individual loans/leases, including borrowers’ sensitivity to interest rate movements.

Qualitative factors include management’s view regarding the general economic environment in the Company’s markets, including economic conditions throughout the Midwest and, in particular, the state of certain industries. Size and complexity of individual credits in relation to loan/lease structures, existing loan/lease policies and pace of portfolio growth are other qualitative factors that are considered in the methodology.

Management may report a materially different amount for the provision in the statement of income to change the allowance if its assessment of the above factors were different. This discussion and analysis should be read in conjunction with the Company’s financial statements and the accompanying notes presented elsewhere herein, as well as the section entitled “Financial Condition” of this Management’s Discussion and Analysis that discusses the allowance.

Although management believes the level of the allowance as of March 31, 2018 was adequate to absorb losses in the loan/lease portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.

RESULTS OF OPERATIONS

INTEREST INCOME

Interest income increased 26%, comparing the first quarter of 2018 to the same period of 2017. This increase was primarily the result of strong organic loan growth and the acquisition of Guaranty Bank.

Overall, the Company’s average earning assets increased 22%, comparing the first quarter of 2018 to the first quarter of 2017. During the same time period, average gross loans and leases increased 26%, while average investment securities increased 16% with a portion being private placement tax-exempt municipal securities. These increases were also the result of the acquisition of Guaranty Bank.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The Company intends to continue to grow quality loans and leases as well as its private placement tax-exempt securities portfolio to maximize yield while minimizing credit and interest rate risk.

INTEREST EXPENSE

Interest expense for the first quarter of 2018 increased 94% from the first quarter of 2017. The acquisition of Guaranty Bank contributed to this increase. Additionally, the Company has rate sensitive deposits with select major customers that have repriced with the increase in certain market interest rates. With strong loan growth outpacing deposit growth in the first quarter of 2018, short-term borrowings increased and the cost of these funds have increased with the rising rate environment.

The Company’s management intends to continue to shift the mix of funding from wholesale funds to core deposits, including noninterest-bearing deposits. Continuing this trend is expected to strengthen the Company’s franchise value, reduce funding costs, and increase fee income opportunities through deposit service charges.

PROVISION FOR LOAN/LEASE LOSSES

The provision is established based on a number of factors, including the Company’s historical loss experience, delinquencies and charge-off trends, the local and national economy and risk associated with the loans/leases in the portfolio as described in more detail in the “Critical Accounting Policies” section.

The Company’s provision totaled $2.5 million for the first quarter of 2018, which was an increase of $435 thousand or 21% from the same quarter of the prior year. The increase from the first quarter of 2017 to the first quarter of 2018 was primarily attributable to loan growth and the accounting for the loans acquired through the acquisitions of CSB and Guaranty Bank. As acquired loans renew, the discount associated with those loans is eliminated and the Company must establish an allowance through provision. This provision, when coupled with net charge-offs of $363 thousand for the first three months of 2018, increased the Company’s allowance to $36.5 million at March 31, 2018. As of March 31, 2018, the Company’s allowance to total loans/leases was 1.20%, which has increased from 1.16% at December 31, 2017 and decreased from 1.32% at March 31, 2017.

In accordance with GAAP for business combination accounting, acquired loans are recorded at fair value; therefore, no allowance is associated with such loans at acquisition. Management continues to evaluate the allowance needed on acquired loans factoring in the net remaining discount ($7.3 million and $8.0 million at March 31, 2018 and March 31, 2017, respectively). When factoring this remaining discount into the Company’s allowance to total loans and leases calculation, the Company’s allowance as a percentage of total loans and leases increases from 1.20% to 1.43% as of March 31, 2018 and increases from 1.32% to 1.64% as of March 31, 2017.

A more detailed discussion of the Company’s allowance can be found in the “Financial Condition” section of this report.

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NONINTEREST INCOME

The following tables set forth the various categories of noninterest income for the three months ended March 31, 2018 and 2017.

	Three Months Ended
	March 31, 2018		March 31, 2017		$ Change			% Change

Trust department fees	$	2,237,081	$	1,740,207	$	496,874			28.6	%
Investment advisory and management fees		952,344		961,599		(9,255	)		(1.0	)
Deposit service fees		1,531,453		1,316,390		215,063			16.3
Gains on sales of residential real estate loans, net		100,815		96,323		4,492			4.7
Gains on sales of government guaranteed portions of loans, net		358,434		950,641		(592,207	)		(62.3	)
Swap fee income		958,694		113,520		845,174			744.5
Earnings on bank-owned life insurance		417,987		469,687		(51,700	)		(11.0	)
Debit card fees		766,108		702,801		63,307			9.0
Correspondent banking fees		264,827		245,189		19,638			8.0
Other		953,706		687,397		266,309			38.7
Total noninterest income	$	8,541,449	$	7,283,754	$	1,257,695			17.3	%

In recent years, the Company has been successful in expanding its wealth management customer base. Trust department fees continue to be a significant contributor to noninterest income and, due to favorable market conditions in early 2018 coupled with strong growth in assets under management, trust department fees increased 29%, comparing the first quarter of 2018 to the same period of the prior year. Income is generated primarily from fees charged based on assets under administration for corporate and personal trusts and for custodial services. The majority of the trust department fees are determined based on the value of the investments within the fully-managed trusts. Additionally, the Company started offering trust operations services to correspondent banks. Investment advisory and management fees decreased 1%, comparing the first quarter of 2018 to the same period of the prior year.

Management has placed a stronger emphasis on growing its investment advisory and management services. Part of this initiative has been to restructure the Company’s Wealth Management Division to allow for more efficient delivery of products and services through selective additions of talent as well as the leverage of and collaboration among existing resources (including the aforementioned trust department). Similar to trust department fees, these fees are largely determined based on the value of the investments managed. The Company announced in March 2018 the signing of definitive agreements to acquire and merge the Bates Companies into RB&T. The acquisition and subsequent merger of the Bates Companies into RB&T will add approximately $700 million of assets under management.

Deposit service fees expanded 16% comparing the first quarter of 2018 to the same period of the prior year. This increase was primarily the result of the growth in deposits due to the acquisition of Guaranty Bank. Additionally, the Company continues its emphasis on shifting the mix of deposits from brokered and retail time deposits to non-maturity demand deposits across all its markets. With this continuing shift in mix, the Company has increased the number of demand deposit accounts, which tend to be lower in interest cost and higher in service fees. The Company plans to continue this shift in mix and to further focus on growing deposit service fees.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Gains on sales of residential real estate loans increased 5% when comparing the first quarter of 2018 to the same period of the prior year. Overall, with the continued low interest rate environment, refinancing activity has slowed, as many of the Company’s existing and prospective customers have already executed a refinancing. Therefore, this area has generally become a smaller contributor to overall noninterest income.

The Company’s gains on the sale of government-guaranteed portions of loans for the first quarter of 2018 decreased 62% compared to the first quarter of 2017. Given the nature of these gains, large fluctuations can occur from quarter-to-quarter and year-to-year. As one of its core strategies, the Company continues to leverage its expertise by taking advantage of programs offered by the SBA and the USDA. In the past several years, the Company’s portfolio of government-guaranteed loans has grown as a direct result of the Company’s strong expertise in SBA and USDA lending. In some cases, it is more beneficial for the Company to sell the government-guaranteed portion on the secondary market for a premium rather than retain the loans in the Company’s portfolio. Sales activity for government-guaranteed portions of loans tends to fluctuate depending on the demand for loans that fit the criteria for the government guarantee. Further, the size of the transactions can vary and, as the gain is determined as a percentage of the guaranteed amount, the resulting gain on sale can vary. Lastly, a strategy for improved pricing is packaging loans together for sale. From time to time, the Company may execute on this strategy, which may delay the gains on sales of some loans to achieve better pricing.

As a result of the continued relatively low interest rate environment including a flat yield curve, the Company was able to execute numerous interest rate swaps on select commercial loans over the past several years. The interest rate swaps allow the commercial borrowers to pay a fixed interest rate while the Company receives a variable interest rate as well as an upfront fee dependent upon the pricing. Management believes that these swaps help position the Company more favorably for rising rate environments. Management will continue to review opportunities to execute these swaps at all of its subsidiary banks, as the circumstances are appropriate for the borrower and the Company. An optimal interest rate swap candidate must be of a certain size and sophistication which can lead to volatility in activity from quarter to quarter. Swap fee income totaled $959 thousand for the first quarter of 2018, compared to $114 thousand for the first quarter of 2017. Future levels of swap fee income are also dependent upon prevailing interest rates.

Earnings on BOLI decreased 11% comparing the first quarter of 2018 to the first quarter of 2017. There were no purchases of BOLI within the last 12 months. Notably, a small portion of the Company’s BOLI is variable rate whereby the returns are determined by the performance of the equity market. Equity market performance accounted for the majority of the volatility. Management intends to continue to review its BOLI investments to be consistent with policy and regulatory limits in conjunction with the rest of its earning assets in an effort to maximize returns while minimizing risk.

Debit card fees are the interchange fees paid on certain debit card customer transactions. Debit card fees increased 9% comparing the first quarter of 2018 to the first quarter of the prior year. This increase was primarily related to the acquisition of Guaranty Bank in the fourth quarter of 2017. These fees can vary based on customer debit card usage, so fluctuations from period to period may occur. As an opportunity to maximize fees, the Company offers a retail deposit product with a higher interest rate that incentivizes debit card activity, which has been taken advantage of by the Company's customers.

Correspondent banking fees increased 8% comparing the first quarter of 2018 to the first quarter of the prior year. Management will continue to evaluate earnings credit rates and the resulting impact on deposit balances and fees while balancing the ability to grow market share. Correspondent banking continues to be a core strategy for the Company, as this line of business provides a high level of deposits that can be used to fund loan growth as well as a steady source of fee income. The Company now serves approximately 192 banks in Iowa, Illinois and Wisconsin.

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Other noninterest income increased 39% comparing the first quarter of 2018 to the first quarter of the prior year. The primary reason for the increase was gain on disposal of leased assets which totaled $106 thousand in the first quarter of 2018 as compared to $2 thousand in the first quarter of 2017.

NONINTEREST EXPENSE

The following tables set forth the various categories of noninterest expense for the three months ended March 31, 2018 and 2017.

	Three Months Ended
	March 31, 2018		March 31, 2017		$ Change			% Change

Salaries and employee benefits	$	15,977,975	$	13,307,331	$	2,670,644			20.1	%
Occupancy and equipment expense		3,065,811		2,502,219		563,592			22.5
Professional and data processing fees		2,707,716		2,083,392		624,324			30.0
Acquisition costs		92,539		5,630		86,909			1,543.7
FDIC insurance, other insurance and regulatory fees		756,211		621,242		134,969			21.7
Loan/lease expense		290,747		293,538		(2,791	)		(1.0	)
Net cost of operations of other real estate		131,742		14,230		117,512			825.8
Advertising and marketing		693,239		609,431		83,808			13.8
Bank service charges		440,571		423,901		16,670			3.9
Correspondent banking expense		204,754		198,351		6,403			3.2
CDI amortization expense		304,551		230,867		73,684			31.9
Other		1,197,641		982,985		214,656			21.8
Total noninterest expense	$	25,863,497	$	21,273,117	$	4,590,380			21.6	%

Management places a strong emphasis on overall cost containment and is committed to improving the Company’s general efficiency. One-time charges relating to the acquisition of Springfield Bancshares are expected to impact expense in later periods of 2018.

Salaries and employee benefits, which is the largest component of noninterest expense, increased from the first quarter of 2017 to the first quarter of 2018 by 20%. This increase was primarily related to new hires, merit increases and the addition of the Guaranty Bank employees. New hires throughout 2017 included roles in Information Technology, Accounting, Internal Audit, Trust and Commercial Banking.

Occupancy and equipment expense increased 23%, comparing the first quarter of 2018 to the same period of the prior year. The increased expense was mostly due to the addition of Guaranty Bank.

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Professional and data processing fees increased 30%, comparing the first quarter of 2018 to the same period in 2017. This increased expense was partially due to the addition of Guaranty Bank. Additionally, legal expense was also elevated due to a legal matter at RB&T where two employees have been charged with wrongdoing in connection with an SBA loan application. The Company anticipates these legal expenses will continue to increase until the court proceedings are completed, which the Company expects to be in late 2018. Neither RB&T nor the Company have been charged in the case. Generally, professional and data processing fees can fluctuate depending on certain one-time project costs. Management will continue to focus on minimizing one-time costs and driving recurring costs down through contract renegotiation or managed reduction in activity where costs are determined on a usage basis.

Acquisition costs totaled $93 thousand and $6 thousand for the first quarter of 2018 and 2017, respectively.

FDIC insurance, other insurance and regulatory fee expense increased 22%, comparing the first quarter of 2018 to the first quarter of 2017. The increase in expense was due to the acquisition of Guaranty Bank.

Loan/lease expense decreased 1%, comparing the first quarter of 2018 to the same quarter of 2017. Generally, loan/lease expense has a direct relationship with the level of NPLs; however, it may deviate depending upon the individual NPLs.

Net cost of operations of other real estate includes gains/losses on the sale of OREO, write-downs of OREO and all income/expenses associated with OREO. Net cost from operations of other real estate totaled $132 thousand for the first quarter of 2018, compared to net costs of operations of $14 thousand for the first quarter of 2017.

Advertising and marketing expense increased 14%, comparing the first quarter of 2018 to the first quarter of 2017. The increase in expense was primarily due to the addition of Guaranty Bank.

Bank service charges, a large portion of which includes indirect costs incurred to provide services to QCBT’s correspondent banking customer portfolio, increased 4% from the first quarter of 2017 to the first quarter of 2018. The increase was due, in large part, to the success QCBT has had in growing its correspondent banking customer portfolio. As transactions volumes continue to increase and the number of correspondent banking clients increases, the associated expenses will also increase.

Correspondent banking expense increased 3% when comparing the first quarter of 2018 to the first quarter of 2017 due to both increases in volume and in the number of correspondent banking clients. These are direct costs incurred to provide services to QCBT’s correspondent banking customer portfolio, including safekeeping and cash management services.

CDI amortization expense increased 32% when comparing the first quarter of 2018 to the first quarter of 2017. The increase was due to the acquisition of Guaranty Bank.

Other noninterest expense was up 22% when comparing the first quarter of 2018 to the first quarter of 2017. Included in other noninterest expense are items such as subscriptions, sales and use tax and expenses related to wealth management. A portion of this increase is related to the addition of Guaranty Bank.

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INCOME TAXES

In the first quarter of 2018, the Company incurred income tax expense of $2.0 million. Following is a reconciliation of the expected income tax expense to the income tax expense included in the consolidated statements of income for the three months ended March 31, 2018 and 2017.

	For the Three Months Ended March 31,
	2018						2017
				% of						% of
				Pretax						Pretax
	Amount			Income			Amount			Income

Computed "expected" tax expense	$	2,633,669			21.0	%	$	4,051,044			35.0	%
Tax exempt income, net		(943,101	)		(7.5	)		(1,305,427	)		(11.3	)
Bank-owned life insurance		(87,777	)		(0.7	)		(164,391	)		(1.4	)
State income taxes, net of federal benefit, current year		551,468			4.4			408,325			3.5
Excess tax benefit on stock options exercised and restricted stock awards vested		(132,361	)		(1.1	)		(533,322	)		(4.6	)
Other		(30,828	)		(0.2	)		(66,783	)		(0.6	)
Federal and state income tax expense	$	1,991,070			15.9	%	$	2,389,446			20.6	%

The effective tax rate for the quarter ended March 31, 2018 was 15.9% which was a 4.7% decrease from the effective tax rate of 20.6% for the quarter ended March 31, 2017. The Tax Act was enacted on December 22, 2017 and was effective January 1, 2018 reducing the federal corporate tax rate from 35% to 21%.

FINANCIAL CONDITION

Following is a table that represents the major categories of the Company’s balance sheet.

	As of
	March 31, 2018					December 31, 2017					March 31, 2017
	(dollars in thousands)
	Amount		%			Amount		%			Amount		%
Cash and due from banks	$	61,846		2	%	$	75,722		2	%	$	56,326		2	%
Federal funds sold and interest-bearing deposits		59,557		1	%		85,962		2	%		173,219		5	%
Securities		638,229		16	%		652,382		16	%		557,646		16	%
Net loans/leases		3,018,370		75	%		2,930,130		74	%		2,403,791		71	%
Other assets		248,312		6	%		238,469		6	%		190,031		6	%
Total assets	$	4,026,314		100	%	$	3,982,665		100	%	$	3,381,013		100	%

Total deposits	$	3,280,001		82	%	$	3,266,655		82	%	$	2,805,931		83	%
Total borrowings		334,802		8	%		309,480		8	%		231,534		7	%
Other liabilities		51,083		1	%		53,243		1	%		47,708		1	%
Total stockholders' equity		360,428		9	%		353,287		9	%		295,840		9	%
Total liabilities and stockholders' equity	$	4,026,314		100	%	$	3,982,665		100	%	$	3,381,013		100	%

During the first quarter of 2018, the Company’s total assets increased $43.6 million, or 1%, to a total of $4.0 billion. Net loans/leases grew $88.2 million. This loan and lease growth was funded by a combination of excess cash, deposits, which increased $13.3 million in the first quarter of 2018, and borrowings, which increased $25.3 million in the first quarter of 2018. Stockholders’ equity increased $7.1 million, or 2%, in the current quarter due to net retained income.

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INVESTMENT SECURITIES

The composition of the Company’s securities portfolio is managed to meet liquidity needs while prioritizing the impact on interest rate risk and maximizing return, while minimizing credit risk. Over the past five years, the Company has further diversified the portfolio by decreasing U.S government sponsored agency securities, while increasing residential mortgage-backed and related securities and tax-exempt municipal securities. Of the latter, the large majority are privately placed tax-exempt debt issuances by municipalities located in the Midwest (with some in or near the Company’s existing markets) and require a thorough underwriting process before investment.

Following is a breakdown of the Company’s securities portfolio by type, the percentage of unrealized gains (losses) to carrying value on the total portfolio, and the portfolio duration:

	As of
	March 31, 2018						December 31, 2017						March 31, 2017
	Amount			%			Amount			%			Amount			%
	(dollars in thousands)
U.S. govt. sponsored agency securities	$	36,868			6	%	$	38,097			6	%	$	47,556			9	%
Municipal securities		438,736			69	%		445,049			68	%		356,776			64	%
Residential mortgage-backed and related securities		157,289			25	%		163,301			25	%		147,504			26	%
Other securities		5,336			1	%		5,935			1	%		5,810			1	%
	$	638,229			100	%	$	652,382			100	%	$	557,646			100	%

Securities as a % of Total Assets		15.85	%					16.38	%					16.49	%
Net Unrealized Losses as a % of Amortized Cost		(1.01	)%					(0.13	)%					(0.79	)%
Duration (in years)		6.9						7.0						6.1
Quarterly Yield on Investment Securities (TEY)		3.65	%					3.82	%					3.73	%
Quarterly Yield on Investment Securities (GAAP)		3.03	%					2.77	%					2.74	%

Management monitors the level of unrealized gains/losses including performing quarterly reviews of individual securities for evidence of OTTI. Management identified no OTTI in any of the periods presented.

The duration of the securities portfolio shortened modestly with the TEY on the portfolio decreasing 17 bps in the first quarter of 2018; however, excluding the tax benefit and the related variance due to the lower tax rate, the portfolio yield expanded 26 basis points.

The Company has not invested in private mortgage-backed securities or pooled trust preferred securities. Additionally, the Company has not invested in the types of securities subject to the Volcker Rule (a provision of the Dodd-Frank Act).

See Note 2 to the Consolidated Financial Statements for additional information regarding the Company’s investment securities.

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LOANS/LEASES

Total loans/leases grew 12.2% on an annualized basis during the first quarter of 2018. The mix of the loan/lease types within the Company’s loan/lease portfolio is presented in the following table.

	As of
	March 31, 2018						December 31, 2017						March 31, 2017
	Amount			%			Amount			%			Amount			%
	(dollars in thousands)
C&I loans	$	1,201,087			39	%	$	1,134,516			38	%	$	851,578			35	%
CRE loans		1,357,703			45	%		1,303,492			44	%		1,106,842			46	%
Direct financing leases		137,614			5	%		141,448			5	%		159,368			7	%
Residential real estate loans		254,484			8	%		258,646			9	%		231,326			9	%
Installment and other consumer loans		95,912			3	%		118,611			4	%		78,771			3	%

Total loans/leases	$	3,046,800			100	%	$	2,956,713			100	%	$	2,427,885			100	%

Plus deferred loan/lease origination costs, net of fees		8,103						7,773						7,965
Less allowance		(36,533	)					(34,356	)					(32,059	)

Net loans/leases	$	3,018,370					$	2,930,130					$	2,403,791

As CRE loans have historically been the Company’s largest portfolio segment, management places a strong emphasis on monitoring the composition of the Company’s CRE loan portfolio. For example, management tracks the level of owner-occupied CRE loans relative to non owner-occupied loans. Owner-occupied loans are generally considered to have less risk. As of March 31, 2018 and December 31, 2017, approximately 26% of the CRE loan portfolio was owner-occupied.

Over the past several quarters, the Company has been successful in shifting the mix of its commercial loan portfolio by adding more C&I loans. C&I loans grew $66.6 million in the current quarter.

A syndicated loan is a commercial loan provided by a group of lenders and is structured, arranged and administered by one or several commercial or investment banks known as arrangers. The nationally syndicated loans invested in by the Company consist of fully funded, highly liquid term loans for which there is a liquid secondary market. As of March 31, 2018 and December 31, 2017, the amount of nationally syndicated loans totaled $39.9 million and $51.2 million, respectively.

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Following is a listing of significant industries within the Company’s CRE loan portfolio:

	As of March 31,					As of December 31,					As of March 31,
	2018					2017					2017
	Amount		%			Amount		%			Amount		%
	(dollars in thousands)
Lessors of Nonresidential Buildings	$	435,919		32	%	$	388,648		30	%	$	327,077		30	%
Lessors of Residential Buildings		221,978		16	%		199,047		15	%		147,335		13	%
Hotels		70,887		5	%		70,447		5	%		37,998		4	%
Nonresidential Property Managers		56,572		4	%		51,621		4	%		57,112		5	%
New Housing For-Sale Builders		52,951		4	%		61,480		5	%		57,733		5	%
Land Subdivision		45,356		3	%		44,192		3	%		47,254		4	%
Nursing Care Facilities		38,830		3	%		47,008		4	%		34,611		3	%
Lessors of Other Real Estate Property		31,121		2	%		29,078		2	%		20,989		2	%
Other *		404,089		30	%		411,971		32	%		376,733		34	%

Total CRE Loans	$	1,357,703		100	%	$	1,303,492		100	%	$	1,106,842		100	%

* “Other” consists of all other industries. None of these had concentrations greater than $27.2 million, or approximately 2% of total CRE loans in the most recent period presented.

The Company’s residential real estate loan portfolio includes the following:

●

Certain loans that do not meet the criteria for sale into the secondary market. These are often structured as adjustable rate mortgages with maturities ranging from three to seven years to avoid the long-term interest rate risk.

●

A limited amount of 15-year and 20-year fixed rate residential real estate loans that meet certain credit guidelines.

The remaining residential real estate loans originated by the Company were sold on the secondary market to avoid the interest rate risk associated with longer term fixed rate loans. Loans originated for this purpose were classified as held for sale and are included in the residential real estate loans above. The Company has not originated any subprime, Alt-A, no documentation, or stated income residential real estate loans throughout its history.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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Following is a listing of significant equipment types within the m2 loan and lease portfolio:

	As of March 31,					As of December 31,					As of March 31,
	2018					2017					2017
	Amount		%			Amount		%			Amount		%
	(dollars in thousands)
Trucks, Vans and Vocational Vehicles	$	28,219		13	%	$	19,927		9	%	$	14,657		7	%
Construction - General		18,067		8	%		18,705		9	%		17,914		9	%
Manufacturing - General		16,624		7	%		16,571		8	%		18,067		9	%
Food Processing Equipment		13,270		6	%		12,965		6	%		14,102		7	%
Marine - Travelifts		12,843		6	%		10,802		5	%		8,132		4	%
Computer Hardware		10,694		5	%		11,340		5	%		10,094		5	%
Trailers		9,161		4	%		8,983		4	%		9,465		5	%
Manufacturing - CNC		7,239		3	%		6,742		3	%		6,812		3	%
Restaurant		6,844		3	%		7,107		3	%		7,841		4	%
Other *		100,693		45	%		102,094		47	%		101,375		49	%

Total m2 loans and leases	$	223,654		100	%	$	215,236		100	%	$	208,459		100	%

* “Other” consists of all other equipment types. None of these had concentrations greater than 3% of total m2 loan and lease portfolio in the most recent period presented.

See Note 3 to the Consolidated Financial Statements for additional information regarding the Company’s loan and lease portfolio.

ALLOWANCE FOR ESTIMATED LOSSES ON LOANS/LEASES

Changes in the allowance for the three months ended March 31, 2018 and 2017 are presented as follows:

	Three Months Ended
	March 31, 2018			March 31, 2017
	(dollars in thousands)
Balance, beginning	$	34,356		$	30,757
Provisions charged to expense		2,540			2,105
Loans/leases charged off		(436	)		(893	)
Recoveries on loans/leases previously charged off		73			90
Balance, ending	$	36,533		$	32,059

The allowance was determined based on factors that included the overall composition of the loan/lease portfolio, types of loans/leases, past loss experience, loan/lease delinquencies, potential substandard and doubtful credits, economic conditions, collateral positions, governmental guarantees and other factors that, in management’s judgment, deserved evaluation. To ensure that an adequate allowance was maintained, provisions were made based on a number of factors, including the increase in loans/leases and a detailed analysis of the loan/lease portfolio. The loan/lease portfolio is reviewed and analyzed monthly with specific detailed reviews completed on all loans risk-rated worse than “fair quality”, as described in Note 1 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and carrying aggregate exposure in excess of $250 thousand. The adequacy of the allowance is monitored by the loan review staff and reported to management and the board of directors.

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The Company’s levels of criticized and classified loans are reported in the following table.

	As of
Internally Assigned Risk Rating *	March 31, 2018			December 31, 2017			March 31, 2017
	(dollars in thousands)
Special Mention (Rating 6)	$	42,926		$	31,024		$	22,841
Substandard (Rating 7)		39,815			43,435			50,810
Doubtful (Rating 8)		-			271			-
	$	82,741		$	74,730		$	73,651


Criticized Loans **	$	82,741		$	74,730		$	73,651
Classified Loans ***	$	39,815		$	43,706		$	50,810


Criticized Loans as a % of Total Loans/Leases		2.79	%		2.52	%		3.02	%
Classified Loans as a % of Total Loans/Leases		1.34	%		1.47	%		2.09	%

* Amounts above include the government guaranteed portion, if any. For the calculation of allowance, the Company assigns internal risk ratings of Pass (Rating 2) for the government guaranteed portion.

** Criticized loans are defined as commercial and industrial and commercial real estate loans with internally assigned risk ratings of 6, 7, or 8, regardless of performance.

*** Classified loans are defined as commercial and industrial and commercial real estate loans with internally assigned risk ratings of 7 or 8, regardless of performance.

The Company experienced a decrease in classified loans during the first three months of 2018. Criticized loans increased 11% during the same period due to one large credit that was added in the third quarter 2017. The Company continues its strong focus on improving credit quality in an effort to limit NPLs.

The following table summarizes the trend in the allowance as a percentage of gross loans/leases and as a percentage of NPLs.

	As of
	March 31, 2018			December 31, 2017			March 31, 2017

Allowance / Gross Loans/Leases		1.20	%		1.16	%		1.32	%
Allowance / NPLs *		202.11	%		184.28	%		149.89	%

*NPLs consist of nonaccrual loans/leases, accruing loans/leases past due 90 days or more, and accruing TDRs.

Although management believes that the allowance at March 31, 2018 was at a level adequate to absorb losses on existing loans/leases, there can be no assurance that such losses will not exceed the estimated amounts or that the Company will not be required to make additional provisions in the future. Unpredictable future events could adversely affect cash flows for both commercial and individual borrowers, which could cause the Company to experience increases in problem assets, delinquencies and losses on loans/leases, and require further increases in the provision. Asset quality is a priority for the Company and its subsidiaries. The ability to grow profitably is in part dependent upon the ability to maintain that quality. The Company continually focuses efforts at its subsidiary banks and leasing company with the intention to improve the overall quality of the Company’s loan/lease portfolio.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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In accordance with GAAP for business combination accounting, loans acquired through the acquisitions of CSB and Guaranty Bank are recorded at fair value; therefore, no allowance is associated with the acquired loans at acquisition. Management continues to evaluate the allowance needed on the acquired loans factoring in the net remaining discount ($7.3 million and $8.0 million at March 31, 2018 and March 31, 2017, respectively). When factoring this remaining discount into the Company’s allowance to total loans and leases calculation, the Company’s allowance as a percentage of total loans and leases increases from 1.20% to 1.43% as of March 31, 2018 and increases from 1.32% to 1.64% as of March 31, 2017.. This elimination of the allowance associated with acquired loans also resulted in a decrease of the allowance to NPLs ratio, as the acquired NPLs no longer have an allowance allocated to them and instead, have a loan discount that is separate from the allowance.

See Note 3 to the Consolidated Financial Statements for additional information regarding the Company’s allowance.

NONPERFORMING ASSETS

The table below presents the amount of NPAs and related ratios.

	As of March 31,			As of December 31,			As of March 31,
	2018			2017			2017
	(dollars in thousands)
Nonaccrual loans/leases (1) (2)	$	12,759		$	11,441		$	14,205
Accruing loans/leases past due 90 days or more		41			89			955
TDRs - accruing		5,276			7,113			6,229
Total NPLs		18,076			18,643			21,389
OREO		12,750			13,558			5,625
Other repossessed assets		200			80			285
Total NPAs	$	31,026		$	32,281		$	27,299

NPLs to total loans/leases		0.59	%		0.63	%		0.88	%
NPAs to total loans/leases plus repossessed property		1.01	%		1.08	%		1.12	%
NPAs to total assets		0.77	%		0.81	%		0.81	%

(1)

Includes government guaranteed portion of loans, as applicable.

(2)

Includes TDRs of $2.6 million at March 31, 2018, $2.3 million at December 31, 2017, and $2.4 million at March 31, 2017.

NPAs at March 31, 2018 were $31.0 million, which was down $1.3 million from December 31, 2017 and up $3.7 million from March 31, 2017. This increase from prior year was due to the addition of one large credit that was added in the third quarter 2017.

The ratio of NPAs to total assets was 0.77% at March 31, 2018, which was down from 0.81% at both December 31, 2017 and March 31, 2017.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The large majority of the NPAs consist of nonaccrual loans/leases, accruing TDRs, and OREO. For nonaccrual loans/leases and accruing TDRs, management has thoroughly reviewed these loans/leases and has provided specific allowances as appropriate.

OREO is carried at the lower of carrying amount or fair value less costs to sell.

The Company’s lending/leasing practices remain unchanged and asset quality remains a priority for management.

DEPOSITS

Deposits increased $13.3 million during the first quarter of 2018. The table below presents the composition of the Company’s deposit portfolio.

	As of
	March 31, 2018					December 31, 2017					March 31, 2017
	(dollars in thousands)
	Amount		%			Amount		%			Amount		%
Noninterest bearing demand deposits	$	784,815		24	%	$	789,548		24	%	$	777,150		28	%
Interest bearing demand deposits		1,789,019		55	%		1,855,893		57	%		1,486,047		53	%
Time deposits		496,644		15	%		516,058		16	%		458,170		16	%
Brokered deposits		209,523		6	%		105,156		3	%		84,564		3	%
	$	3,280,001		100	%	$	3,266,655		100	%	$	2,805,931		100	%

Quarter-end balances can greatly fluctuate due to large customer and correspondent bank activity.

The Company experienced seasonal declines in commercial deposits with several large deposit customers in the first quarter 2018. To offset this, the Company accessed short-term brokered deposits, which drove the majority of the linked quarter increase in that category. The Company believes this situation is temporary and expects those deposits to return in the second quarter.

In an effort to strengthen the relationship and maximize the liquidity potential of its correspondent banking clients, the Company introduced an interest-bearing money market deposit account to its correspondent banking clients and this generated strong deposit growth in 2017.

Management will continue to focus on growing its core deposit portfolio, including its correspondent banking business at QCBT, as well as shifting the mix from brokered and other higher cost deposits to lower cost core deposits.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

BORROWINGS

The subsidiary banks offer short-term repurchase agreements to a few of their significant customers. Also, the subsidiary banks purchase federal funds for short-term funding needs from the FRB or from their correspondent banks. The table below presents the composition of the Company’s short-term borrowings.

	As of
	March 31, 2018		December 31, 2017		March 31, 2017
	(dollars in thousands)
Overnight repurchase agreements with customers	$	3,820	$	7,003	$	7,170
Federal funds purchased		13,040		6,990		12,300
	$	16,860	$	13,993	$	19,470

The Company’s federal funds purchased fluctuates based on the short-term funding needs of the Company’s subsidiary banks.

As a result of their memberships in either the FHLB of Des Moines or Chicago, the subsidiary banks have the ability to borrow funds for short or long-term purposes under a variety of programs. Generally, FHLB advances are utilized for loan matching as a hedge against the possibility of rising interest rates and when these advances provide a less costly or more readily available source of funds than customer deposits.

The table below presents the Company’s term and overnight FHLB advances.

	As of
	March 31, 2018		December 31, 2017		March 31, 2017
	(dollars in thousands)
Term FHLB advances	$	56,600	$	56,600	$	59,000
Overnight FHLB advances		159,745		135,400		47,550
	$	216,345	$	192,000	$	106,550

Term FHLB advances remained the same in the current quarter as in the prior quarter. Overnight FHLB advances have increased by $24.3 million due to the strong loan and lease growth, which outpaced the Company’s deposit growth in the first quarter of 2018.

The table below presents the composition of the Company’s other borrowings.

	As of
	March 31, 2018		December 31, 2017		March 31, 2017
	(dollars in thousands)
Wholesale structured repurchase agreements	$	35,000	$	35,000	$	45,000
Term notes		29,063		31,000		27,000
	$	64,063	$	66,000	$	72,000

Other borrowings include structured repos which are utilized as an alternative funding source to FHLB advances and customer deposits. Structured repos are collateralized by certain U.S. government agency securities and residential mortgage backed and related securities.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

As described in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, the Company has outstanding term notes and an available revolving line of credit. As of March 31, 2018, the term debt had been paid down to $29.1 million, as scheduled. The term notes and revolving line of credit were used to help fund the CSB and Guaranty Bank acquisitions. As of both March 31, 2018 and December 31, 2017, the full $10.0 million line of credit was available. If the line of credit is used, interest is calculated at the effective LIBOR rate plus 2.50% per annum (4.82% at March 31, 2018).

It is management’s intention to reduce its reliance on wholesale funding, including FHLB advances, structured repos, and brokered deposits. Replacement of this funding with core deposits helps to reduce interest expense as wholesale funding tends to be higher cost. However, the Company may choose to utilize advances and/or brokered deposits to supplement funding needs, as this is a way for the Company to effectively and efficiently manage interest rate risk.

The table below presents the maturity schedule including weighted average interest cost for the Company’s combined wholesale funding portfolio.

	March 31, 2018					December 31, 2017
			Weighted					Weighted
			Average					Average
Maturity:	Amount Due		Interest Rate			Amount Due		Interest Rate
Year ending December 31:	(dollar amounts in thousands)
2018	$	387,594		1.87	%	$	273,677		1.68	%
2019		41,973		2.26			31,950		2.32
2020		30,694		2.42			26,600		2.44
Total Wholesale Funding	$	460,261		1.94	%	$	332,227		1.80	%

During the first three months of 2018, wholesale funding increased $128.0 million. Year-to-date, the Company has repaid $25.4 million of term borrowings at maturity. However, this was more than offset by growth in short-term borrowings used to temporarily fund strong earning asset growth.

STOCKHOLDERS’ EQUITY

The table below presents the composition of the Company’s stockholders’ equity.

	As of
	March 31, 2018			December 31, 2017			March 31, 2017
	Amount			Amount			Amount
	(dollars in thousands)
Common stock	$	13,937		$	13,918		$	13,161
Additional paid in capital		189,685			189,078			157,582
Retained earnings		162,346			151,962			127,145
AOCI (loss)		(5,540	)		(1,671	)		(2,048	)
Total stockholders' equity	$	360,428		$	353,287		$	295,840

TCE* / TA		8.10	%		8.01	%		8.20	%

*TCE is defined as total common stockholders’ equity excluding goodwill and other intangibles. This ratio is a non-GAAP financial measure. See GAAP to Non-GAAP Reconciliations.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

LIQUIDITY AND CAPITAL RESOURCES

Liquidity measures the ability of the Company to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations, and to provide for customers’ credit needs. The Company monitors liquidity risk through contingency planning stress testing on a regular basis. The Company seeks to avoid over-concentration of funding sources and to establish and maintain contingent funding facilities that can be drawn upon if normal funding sources become unavailable. One source of liquidity is cash and short-term assets, such as interest-bearing deposits in other banks and federal funds sold, which averaged $136.5 million during the first quarter of 2018 and $164.0 million during the full year of 2017. The Company’s on balance sheet liquidity position can fluctuate based on short-term activity in deposits and loans.

The subsidiary banks have a variety of sources of short-term liquidity available to them, including federal funds purchased from correspondent banks, FHLB advances, wholesale structured repurchase agreements, brokered deposits, lines of credit, borrowing at the Federal Reserve Discount Window, sales of securities AFS, and loan/lease participations or sales. The Company also generates liquidity from the regular principal payments and prepayments made on its loan/lease portfolio, and on the regular monthly payments on its securities portfolio (both residential mortgage-backed securities and municipal securities).

At March 31, 2018, the subsidiary banks had 33 lines of credit totaling $372.2 million, of which $3.2 million was secured and $369.0 million was unsecured. At March 31, 2018, the full $372.2 million was available.

At December 31, 2017, the subsidiary banks had 34 lines of credit totaling $375.0 million, of which $3.0 million was secured and $372.0 million was unsecured. At December 31, 2017, the full $375.0 million was available.

The Company has emphasized growing the number and amount of lines of credit in an effort to strengthen this contingent source of liquidity. Additionally, the Company maintains a $10.0 million secured revolving credit note with a variable interest rate and a maturity of June 30, 2018. At March 31, 2018, the full $10.0 million was available.

As of March 31, 2018, the Company had $417.5 million in correspondent banking deposits spread over 192 relationships. While the Company believes that these funds are relatively stable, there is the potential for large fluctuations that can impact liquidity. Seasonality and the liquidity needs of these correspondent banks can impact balances. Management closely monitors these fluctuations and runs stress scenarios to measure the impact on liquidity and interest rate risk with various levels of correspondent deposit run-off.

Investing activities used cash of $60.0 million during the first three months of 2018, compared to $102.6 million for the same period of 2017. The net decrease in federal funds sold was $15.7 million for the first three months of 2018, compared to a net decrease of $6.5 million for the same period of 2017. The net decrease in interest-bearing deposits at financial institutions was $10.7 million for the first three months of 2018, compared to a net increase of $93.5 million for the same period of 2017. Proceeds from calls, maturities, and paydowns of securities were $13.64 million for the first three months of 2018, compared to $25.9 million for the same period of 2017. Purchases of securities used cash of $7.1 million for the first three months of 2018, compared to $12.1 million for the same period of 2017. The net increase in loans/leases used cash of $90.4 million for the first three months of 2018 compared to $29.2 million for the same period of 2017.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Financing activities provided cash of $38.3 million for the first three months of 2018, compared to $77.5 million for same period of 2017. Net increases in deposits totaled $13.4 million for the first three months of 2018, compared to $136.7 million for the same period of 2017. During the first three months of 2018, the Company’s short-term borrowings increased $2.9 million, while they decreased $20.5 million for the same period of 2017. In the first three months of 2018, the Company increased FHLB advances by $24.3 million short-term and overnight advances, while borrowing maturities and principal payments on borrowings totaled $1.9 million. In the first three months of 2017, the Company reduced FHLB advances and borrowings by $39.0 million through a mixture of maturities, prepayments, and debt retirement.

Total cash provided by operating activities was $7.0 million for the first three months of 2018, compared to $10.8 million for the same period of 2017.

Throughout its history, the Company has secured additional capital through various sources, including the issuance of common and preferred stock, as well as trust preferred securities.

The following table presents the details of the trust preferred securities outstanding as of March 31, 2018 and December 31, 2017.

Name	Date Issued	Amount Outstanding March 31, 2018		Amount Outstanding December 31, 2017		Interest Rate	Interest Rate as of March 31, 2018		Interest Rate as of December 31, 2017

QCR Holdings Statutory Trust II	February 2004	$	10,310,000	$	10,310,000	2.85% over 3-month LIBOR		5.16%		4.54%
QCR Holdings Statutory Trust III	February 2004		8,248,000		8,248,000	2.85% over 3-month LIBOR		5.16%		4.54%
QCR Holdings Statutory Trust V	February 2006		10,310,000		10,310,000	1.55% over 3-month LIBOR		3.27%		2.91%
Community National Statutory Trust II	September 2004		3,093,000		3,093,000	2.17% over 3-month LIBOR		4.37%		3.80%
Community National Statutory Trust III	March 2007		3,609,000		3,609,000	1.75% over 3-month LIBOR		3.87%		3.32%
Guaranty Bankshares Statutory Trust I	May 2005		4,640,000		4,640,000	1.75% over 3-month LIBOR		3.87%		3.34%
		$	40,210,000	$	40,210,000	Weighted Average Rate		4.35%		3.82%

The Company assumed the trust preferred securities originally issued by Community National in connection with its acquisition in May 2013. The Company assumed the trust preferred securities originally issued by Guaranty in connection with the acquisition in October 2017. As a result of acquisition accounting, the liabilities were recorded at fair value upon acquisition with the resulting discount being accreted as interest expense on a level yield basis over the expected term. As of March 31, 2018, the remaining discount was $2.7 million.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “bode,” “predict,” “suggest,” “project,” “appear,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “likely,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors that could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries are detailed in the “Risk Factors” section included under Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and Item 1A of Part II of this report. In addition to the risk factors described in that section, there are other factors that could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries. These additional factors include, but are not limited to, the following:

●

The strength of the local and national economy.

●

Changes in the interest rate environment.

●

The economic impact of past and any future terrorist attacks, acts of war or threats thereof and the response of the United States to any such threats and attacks.

●

The impact of cybersecurity risks.

●

The costs, effects and outcomes of existing or future litigation.

●

Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the FASB, the SEC or the PCAOB.

●

Unexpected results of acquisitions, which may include failure to realize the anticipated benefits of the acquisition.

●

The economic impact of exceptional weather occurrences such as tornadoes, floods and blizzards.

●

The ability of the Company to manage the risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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Part I

Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, like other financial institutions, is subject to direct and indirect market risk. Direct market risk exists from changes in interest rates. The Company’s net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.

In an attempt to manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Each subsidiary bank has an asset/liability management committee of the board of directors that meets quarterly to review the bank’s interest rate risk position and profitability, and to make or recommend adjustments for consideration by the full board of each bank.

Internal asset/liability management teams consisting of members of the subsidiary banks’ management meet weekly to manage the mix of assets and liabilities to maximize earnings and liquidity and minimize interest rate and other risks. Management also reviews the subsidiary banks’ securities portfolios, formulates investment strategies, and oversees the timing and implementation of transactions to assure attainment of the board's objectives in an effective manner. Notwithstanding the Company’s interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income.

In adjusting the Company’s asset/liability position, the board of directors and management attempt to manage the Company’s interest rate risk while maintaining or enhancing net interest margins. At times, depending on the level of general interest rates, the relationship between long-term and short-term interest rates, market conditions and competitive factors, the board of directors and management may decide to increase the Company’s interest rate risk position somewhat in order to increase its net interest margin. The Company’s results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long-term and short-term interest rates.

One method used to quantify interest rate risk is a short-term earnings at risk summary, which is a detailed and dynamic simulation model used to quantify the estimated exposure of net interest income to sustained interest rate changes. This simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest sensitive assets and liabilities reflected on the Company’s consolidated balance sheet. This sensitivity analysis demonstrates net interest income exposure annually over a five-year horizon, assuming no balance sheet growth and various interest rate scenarios including no change in rates; 200, 300, 400, and 500 basis point upward shifts; and a 100 basis point downward shift in interest rates, where interest-bearing assets and liabilities reprice at their earliest possible repricing date.

The model assumes parallel and pro rata shifts in interest rates over a twelve-month period for the 200 basis point upward shift and 100 basis point downward shift. For the 400 basis point upward shift, the model assumes a parallel and pro rata shift in interest rates over a twenty-four month period. For the 500 basis point upward shift, the model assumes a flattening and pro rata shift in interest rates over a twelve-month period where the short-end of the yield curve shifts upward greater than the long-end of the yield curve.

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Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - continued

Further, in recent years, the Company added additional interest rate scenarios where interest rates experience a parallel and instantaneous shift upward 100, 200, 300, and 400 basis points and a parallel and instantaneous shift downward 100 basis points. The Company will run additional interest rate scenarios on an as-needed basis.

The asset/liability management committees of the subsidiary bank boards of directors have established policy limits of a 10% decline in net interest income for the 200 basis point upward parallel shift and the 100 basis point downward parallel shift. For the 300 basis point upward shock, the established policy limit has been increased to 25% decline in net interest income. The increased policy limit is appropriate as the shock scenario is extreme and unlikely and warrants a higher limit than the more realistic and traditional parallel/pro-rata shift scenarios.

Application of the simulation model analysis for select interest rate scenarios at the most recent quarter-end available is presented in the following table:

			NET INTEREST INCOME EXPOSURE in YEAR 1
INTEREST RATE SCENARIO	POLICY LIMIT		As of March 31, 2018		As of December 31, 2017		As of December 31, 2016

100 basis point downward shift		-10.0%		0.3%		0.3%		-1.7%
200 basis point upward shift		-10.0%		-3.5%		-3.7%		-1.2%
300 basis point upward shock		-25.0%		-8.6%		-8.4%		-1.4%

The simulation is well within the board-established policy limits for all three scenarios. Additionally, for all of the various interest rate scenarios modeled and measured by management (as described above), the results at March 31, 2018 were within established risk tolerances as established by policy or by best practice (if the interest rate scenario didn’t have a specific policy limit).

In 2014, the Company executed two interest rate cap transactions, each with a notional value of $15.0 million, for a total of $30.0 million. The interest rate caps purchased essentially set a ceiling to the interest rate paid on the $30.0 million of short-term FHLB advances that are being hedged, minimizing the interest rate risk associated with rising interest rates. The Company will continue to analyze and evaluate similar transactions as an alternative and cost effective way to mitigate interest rate risk.

Interest rate risk is considered to be one of the most significant market risks affecting the Company. For that reason, the Company engages the assistance of a national consulting firm and its risk management system to monitor and control the Company’s interest rate risk exposure. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company’s business activities.

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Part I

Item 4

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act of 1934) as of March 31, 2018. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed in the reports filed and submitted under the Exchange Act was recorded, processed, summarized and reported as and when required.

Changes in Internal Control over Financial Reporting. There have been no significant changes to the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II

QCR HOLDINGS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1

Legal Proceedings

There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.

Item 1A

Risk Factors

There have been no material changes in the risk factors applicable to the Company from those disclosed in Part I, Item 1.A. “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Please refer to that section of the Company’s Form 10-K for disclosures regarding the risks and uncertainties related to the Company’s business.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3

Defaults Upon Senior Securities

None

Item 4

Mine Safety Disclosures

Not applicable

Item 5

Other Information

None

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Part II

QCR HOLDINGS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION - continued

Item 6 Exhibits

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).

31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017; (ii) Consolidated Statements of Income for the three months ended March 31, 2018 and March 31, 2017; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and March 31, 2017; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2018 and March 31, 2017; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and March 31, 2017; and (vi) Notes to the Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QCR HOLDINGS, INC.

(Registrant)

Date May 9, 2018	/s/ Douglas M. Hultquist
	Douglas M. Hultquist, President
	Chief Executive Officer



Date May 9, 2018	/s/ Todd A. Gipple
	Todd A. Gipple, Executive Vice President
	Chief Operating Officer
	Chief Financial Officer


Date May 9, 2018	/s/ Elizabeth A. Grabin
	Elizabeth A. Grabin, First Vice President
	Director of Financial Reporting
	Principal Accounting Officer