QCR HOLDINGS INC - Quarter Report: 2017 March (Form 10-Q)

qcrh20170331_10q.htm

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, 2017

[ ] 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 [ ]

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

Yes [ ] No [ X ]

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 the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of May 3, 2017, the Registrant had outstanding 13,170,214 shares of common stock, $1.00 par value per share.

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, 2017 and December 31, 2016

		Consolidated Statements of Income
		For the Three Months Ended March 31, 2017 and 2016	4

		Consolidated Statements of Comprehensive Income
		For the Three Months Ended March 31, 2017 and 2016	5

		Consolidated Statements of Changes in Stockholders' Equity
		For the Three Months Ended March 31, 2017 and 2016	6

		Consolidated Statements of Cash Flows
		For the Three Months Ended March 31, 2017 and 2016	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	26
		Note 5. Fair Value	26
		Note 6. Business Segment Information	30
		Note 7. Regulatory Capital Requirements	31

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

		Introduction	33
		General	33
		Executive Overview	34
		Long-Term Financial Goals	35
		Strategic Developments	36
		GAAP to Non-GAAP Reconciliations	38
		Net Interest Income (Tax Equivalent Basis)	41
		Critical Accounting Policies	44
		Results of Operations
		Interest Income	45
		Interest Expense	45
		Provision for Loan/Lease Losses	46
		Noninterest Income	47
		Noninterest Expense	49
		Income Taxes	51

		Financial Condition	51
		Investment Securities	52
		Loans/Leases	53
		Allowance for Estimated Losses on Loans/Leases	56
		Nonperforming Assets	58
		Deposits	59
		Borrowings	59
		Stockholders' Equity	61
		Liquidity and Capital Resources	61
		Special Note Concerning Forward-Looking Statements	64

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	65

	Item 4	Controls and Procedures	67

Part II	OTHER INFORMATION

	Item 1	Legal Proceedings	68

	Item 1A	Risk Factors	68

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	68

	Item 3	Defaults upon Senior Securities	68

	Item 4	Mine Safety Disclosures	68

	Item 5	Other Information	68

	Item 6	Exhibits	69

Signatures			70

Throughout the Notes to the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations, we use certain acronyms and abbreviations, as defined in Note 1.

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of March 31, 2017 and December 31, 2016

	March 31,			December 31,
	2017			2016
ASSETS
Cash and due from banks	$	56,325,969		$	70,569,993
Federal funds sold		15,798,000			22,257,000
Interest-bearing deposits at financial institutions		157,420,706			63,948,925

Securities held to maturity, at amortized cost		306,694,063			322,909,056
Securities available for sale, at fair value		250,952,021			251,113,139
Total securities		557,646,084			574,022,195

Loans receivable held for sale		1,051,000			1,135,500
Loans/leases receivable held for investment		2,434,799,415			2,404,351,485
Gross loans/leases receivable		2,435,850,415			2,405,486,985
Less allowance for estimated losses on loans/leases		(32,059,150	)		(30,757,448	)
Net loans/leases receivable		2,403,791,265			2,374,729,537

Bank-owned life insurance		57,726,738			57,257,051
Premises and equipment, net		61,143,458			60,643,508
Restricted investment securities		13,689,125			14,997,025
Other real estate owned, net		5,625,363			5,523,104
Goodwill		13,110,913			13,110,913
Core deposit intangible		7,150,346			7,381,213
Other assets		31,584,651			37,503,284
Total assets	$	3,381,012,618		$	3,301,943,748

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	777,150,245		$	797,415,090
Interest-bearing		2,028,781,254			1,871,846,183
Total deposits		2,805,931,499			2,669,261,273

Short-term borrowings		19,470,096			39,971,387
Federal Home Loan Bank advances		106,550,000			137,500,000
Other borrowings		72,000,000			80,000,000
Junior subordinated debentures		33,513,509			33,480,202
Other liabilities		47,707,884			55,690,087
Total liabilities		3,085,172,988			3,015,902,949

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; shares authorized 250,000 March 2017 and December 2016 - No shares issued or outstanding		-			-
Common stock, $1 par value; shares authorized 20,000,000 March 2017 - 13,161,219 shares issued and outstanding December 2016 - 13,106,845 shares issued and outstanding		13,161,219			13,106,845
Additional paid-in capital		157,581,969			156,776,642
Retained earnings		127,145,292			118,616,901
Accumulated other comprehensive loss:
Securities available for sale		(1,167,142	)		(1,527,433	)
Interest rate cap derivatives		(881,708	)		(932,156	)
Total stockholders' equity		295,839,630			286,040,799
Total liabilities and stockholders' equity	$	3,381,012,618		$	3,301,943,748

See Notes to Consolidated Financial Statements (Unaudited)

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended March 31,

	2017		2016
Interest and dividend income:
Loans/leases, including fees	$	27,211,417	$	19,700,370
Securities:
Taxable		1,142,235		1,356,203
Nontaxable		2,647,722		2,242,015
Interest-bearing deposits at financial institutions		198,652		60,317
Restricted investment securities		130,430		130,564
Federal funds sold		14,643		12,590
Total interest and dividend income		31,345,099		23,502,059

Interest expense:
Deposits		2,232,756		1,289,798
Short-term borrowings		23,960		43,066
Federal Home Loan Bank advances		403,469		441,704
Other borrowings		683,208		825,083
Junior subordinated debentures		332,823		304,886
Total interest expense		3,676,216		2,904,537

Net interest income		27,668,883		20,597,522

Provision for loan/lease losses		2,105,109		2,072,985
Net interest income after provision for loan/lease losses		25,563,774		18,524,537

Noninterest income:
Trust department fees		1,740,207		1,575,907
Investment advisory and management fees		961,599		658,385
Deposit service fees		1,316,390		931,079
Gains on sales of residential real estate loans		96,323		60,386
Gains on sales of government guaranteed portions of loans		950,641		878,528
Swap fee income		113,520		856,958
Securities gains, net		-		358,480
Earnings on bank-owned life insurance		469,687		393,609
Debit card fees		702,801		307,651
Correspondent banking fees		245,189		302,130
Other		687,397		499,360
Total noninterest income		7,283,754		6,822,473

Noninterest expense:
Salaries and employee benefits		13,307,331		10,800,907
Occupancy and equipment expense		2,502,219		1,826,988
Professional and data processing fees		2,083,392		1,447,413
FDIC insurance, other insurance and regulatory fees		621,242		634,365
Loan/lease expense		293,538		162,819
Net cost of operations of other real estate		14,230		102,183
Advertising and marketing		609,431		386,259
Bank service charges		423,901		415,931
Losses on debt extinguishment, net		-		83,197
Correspondent banking expense		198,351		176,989
Other		1,219,482		917,447
Total noninterest expense		21,273,117		16,954,498

Net income before income taxes		11,574,411		8,392,512
Federal and state income tax expense		2,389,446		2,019,023

Net income	$	9,184,965	$	6,373,489

Basic earnings per common share	$	0.70	$	0.54
Diluted earnings per common share	$	0.68	$	0.53

Weighted average common shares outstanding		13,133,382		11,793,620
Weighted average common and common equivalent shares outstanding		13,488,417		11,953,949

Cash dividends declared per common share	$	0.05	$	0.04

See Notes to Consolidated Financial Statements (Unaudited)

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended March 31, 2017 and 2016

	Three Months Ended March 31,
	2017			2016
Net income	$	9,184,965		$	6,373,489

Other comprehensive income:

Unrealized gains on securities available for sale:
Unrealized holding gains arising during the period before tax		598,190			4,863,718
Less reclassification adjustment for gains included in net income before tax		-			358,480
		598,190			4,505,238
Unrealized losses on interest rate cap derivatives:
Unrealized holding losses arising during the period before tax		(45,202	)		(405,373	)
Less reclassification adjustment for ineffectiveness and caplet amortization before tax		(122,813	)		(14,070	)
		77,611			(391,303	)

Other comprehensive income, before tax		675,801			4,113,935
Tax expense		265,062			1,588,524
Other comprehensive income, net of tax		410,739			2,525,411

Comprehensive income	$	9,595,704		$	8,898,900

See Notes to Consolidated Financial Statements (Unaudited)

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

Three Months Ended March 31, 2017 and 2016

										Accumulated
				Additional						Other
	Common			Paid-In			Retained			Comprehensive
	Stock			Capital			Earnings			Income (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			-			9,184,965
Other comprehensive income, net of tax		-			-			-			410,739			410,739
Common cash dividends declared, $0.05 per share		-			-			(656,574	)		-			(656,574	)
Proceeds from 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
Proceeds from issuance of 44,284 shares of common stock as a result of stock options exercised		44,284			630,290			-			-			674,574
Stock compensation expense		-			388,753									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

										Accumulated
				Additional						Other
	Common			Paid-In			Retained			Comprehensive
	Stock			Capital			Earnings			Income (Loss)			Total
Balance, December 31, 2015	$	11,761,083		$	123,282,851		$	92,965,645		$	(2,123,829	)	$	225,885,750
Net income		-			-			6,373,489			-			6,373,489
Other comprehensive income, net of tax		-			-			-			2,525,411			2,525,411
Common cash dividends declared, $0.04 per share		-			-			(470,873	)		-			(470,873	)
Proceeds from issuance of 5,054 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan		5,054			94,560			-			-			99,614
Proceeds from issuance of 46,020 shares of common stock as a result of stock options exercised		46,020			729,473			-			-			775,493
Stock compensation expense		-			382,761									382,761
Tax benefit of nonqualified stock options exercised		-			22,508			-			-			22,508
Restricted stock awards - 22,382 shares of common stock		22,382			(22,382	)		-			-			-
Exchange of 19,628 shares of common stock in connection with stock options exercised and restricted stock vested		(19,628	)		(431,806	)		-			-			(451,434	)
Balance, March 31, 2016	$	11,814,911		$	124,057,965		$	98,868,261		$	401,582		$	235,142,719

See Notes to Consolidated Financial Statements (Unaudited)

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31, 2017 and 2016

	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,184,965		$	6,373,489
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		896,952			766,069
Provision for loan/lease losses		2,105,109			2,072,985
Stock-based compensation expense		388,753			382,761
Deferred compensation expense accrued		404,723			318,796
Losses (gains) on other real estate owned, net		-			(7,740	)
Amortization of premiums on securities, net		347,178			294,286
Securities gains, net		-			(358,480	)
Loans originated for sale		(21,416,325	)		(18,901,618	)
Proceeds on sales of loans		22,547,789			19,640,997
Gains on sales of residential real estate loans		(96,323	)		(60,386	)
Gains on sales of government guaranteed portions of loans		(950,641	)		(878,528	)
Losses on debt extinguishment, net		-			83,197
Amortization of core deposit intangible		230,867			49,878
Accretion of acquisition fair value adjustments, net		(1,915,001	)		(44,169	)
Increase in cash value of bank-owned life insurance		(469,687	)		(393,609	)
Decrease (increase) in other assets		5,427,798			(9,295,660	)
Increase (decrease) in other liabilities		(5,852,341	)		5,079,831
Net cash provided by operating activities	$	10,833,816		$	5,122,099

CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold		6,459,000			4,110,000
Net increase in interest-bearing deposits at financial institutions		(93,471,781	)		(5,175,206	)
Proceeds from sales of other real estate owned		34,191			494,115
Activity in securities portfolio:
Purchases		(12,138,040	)		(45,070,780	)
Calls, maturities and redemptions		17,385,968			47,573,001
Paydowns		8,486,628			6,428,508
Sales		-			55,526,851
Activity in restricted investment securities:
Purchases		(7,600	)		(485,250	)
Redemptions		1,315,500			-
Net increase in loans/leases originated and held for investment		(29,236,438	)		(76,346,066	)
Purchase of premises and equipment		(1,396,902	)		(1,558,171	)
Net cash used in investing activities	$	(102,569,474	)	$	(14,502,998	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts		136,704,261			108,903,515
Net decrease in short-term borrowings		(20,501,291	)		(80,639,905	)
Activity in Federal Home Loan Bank advances:
Calls and maturities		(4,000,000	)		(7,000,000	)
Net change in short-term and overnight advances		(26,950,000	)		16,500,000
Prepayments		-			(10,524,197	)
Activity in other borrowings:
Calls, maturities and scheduled principal payments		(8,000,000	)		-
Prepayments		-			(10,759,000	)
Retirement of junior subordinated debentures		-			(3,955,000	)
Payment of cash dividends on common stock		(522,574	)		(468,583	)
Proceeds from issuance of common stock, net		761,238			512,584
Net cash provided by financing activities	$	77,491,634		$	12,569,414

Net increase (decrease) in cash and due from banks		(14,244,024	)		3,188,515
Cash and due from banks, beginning		70,569,993			41,742,321
Cash and due from banks, ending	$	56,325,969		$	44,930,836

(Continued)

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued

Three Months Ended March 31, 2017 and 2016

	2017			2016
Supplemental disclosure of cash flow information, cash payments for:
Interest	$	3,747,218		$	2,944,839

Income/franchise taxes, net	$	4,842		$	2,464,300

Supplemental schedule of noncash investing activities:
Change in accumulated other comprehensive income, unrealized gains on securities available for sale and derivative instruments, net	$	410,739		$	2,525,411

Exchange of shares of common stock in connection with payroll taxes for restricted stock and in connection with stock options exercised	$	(290,290	)	$	(451,434	)

Tax benefit of nonqualified stock options exercised	$	-		$	22,508

Transfers of loans to other real estate owned	$	136,450		$	16,000

Due to broker for purchases of securities	$	-		$	(20,104,340	)

Dividends payable	$	656,574		$	470,873

Decrease (increase) in the fair market value of interest rate swap assets and liabilities	$	303,383		$	(4,615,782	)

See Notes to Consolidated Financial Statements (Unaudited)

Part I

Item 1

QCR HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2017

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, 2016, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2017. 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 U.S. 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, 2017, are not necessarily indicative of the results expected for the year ending December 31, 2017, 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	FRB: Federal Reserve Bank of Chicago
AOCI: Accumulated other comprehensive income (loss)	GAAP: Generally Accepted Accounting Principles
AFS: Available for sale	HTM: Held to maturity
ASC: Accounting Standards Codification	m2: m2 Lease Funds, LLC
ASC 805: Business Combinations Standard	MD&A: Management's Discussion & Analysis
ASU: Accounting Standards Update	NIM: Net interest margin
BOLI: Bank-owned life insurance	NPA: Nonperforming asset
Caps: Interest rate cap derivatives	NPL: Nonperforming loan
Community National: Community National Bancorporation	OREO: Other real estate owned
CNB: Community National Bank	OTTI: Other-than-temporary impairment
CRBT: Cedar Rapids Bank & Trust Company	PCI: Purchased credit impaired
CRE: Commercial real estate	Provision: Provision for loan/lease losses
CSB: Community State Bank	QCBT: Quad City Bank & Trust Company
C&I: Commercial and industrial	RB&T: Rockford Bank & Trust Company
Dodd-Frank Act: Dodd-Frank Wall Street Reform and	ROAA: Return on Average Assets
Consumer Protection Act	SBA: U.S. Small Business Administration
EPS: Earnings per share	SEC: Securities and Exchange Commission
Exchange Act: Securities Exchange Act of 1934, as amended	TA: Tangible assets
FASB: Financial Accounting Standards Board	TCE: Tangible common equity
FDIC: Federal Deposit Insurance Corporation	TDRs: Troubled debt restructurings
FHLB: Federal Home Loan Bank	The Company: QCR Holdings, Inc.
	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. The Company also engages in direct financing lease contracts through m2 Lease Funds, a wholly-owned subsidiary of QCBT. All material intercompany transactions and balances have been eliminated in consolidation.

The acquisition of CSB occurred on August 31, 2016; therefore, the Consolidated Balance Sheets included herein for both March 31, 2017 and December 31, 2016 include CSB. The Consolidated Statements of Income included herein include CSB for the quarter ended March 31, 2017, however, did not include CSB for the comparative period ending March 31, 2016.

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 will now be effective for the Company on January 1, 2018 and it is not expected to 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. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and it is not expected to have a significant impact on the Company’s 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.

Effective January 1, 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation. Under the standard, the excess tax benefit (deficiency) related to stock options exercised and restricted stock awards vested is recorded as an adjustment to income tax expense. In the past, this tax benefit (deficiency) was recorded directly to equity. This change in accounting resulted in $533 thousand of reduced income tax expense in the first quarter of 2017.

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 2 – INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of March 31, 2017 and December 31, 2016 are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
March 31, 2017:
Securities HTM:
Municipal securities	$	305,644,063	$	2,193,278	$	(4,690,335	)	$	303,147,006
Other securities		1,050,000		-		-			1,050,000
	$	306,694,063	$	2,193,278	$	(4,690,335	)	$	304,197,006

Securities AFS:
U.S. govt. sponsored agency securities	$	47,720,622	$	130,306	$	(294,847	)	$	47,556,081
Residential mortgage-backed and related securities		149,968,905		160,174		(2,625,092	)		147,503,987
Municipal securities		51,104,318		454,505		(426,949	)		51,131,874
Other securities		4,056,248		760,936		(57,105	)		4,760,079
	$	252,850,093	$	1,505,921	$	(3,403,993	)	$	250,952,021

December 31, 2016:
Securities HTM:
Municipal securities	$	321,859,056	$	2,200,577	$	(4,694,734	)	$	319,364,899
Other securities		1,050,000		-		-			1,050,000
	$	322,909,056	$	2,200,577	$	(4,694,734	)	$	320,414,899

Securities AFS:
U.S. govt. sponsored agency securities	$	46,281,306	$	132,886	$	(330,585	)	$	46,083,607
Residential mortgage-backed and related securities		150,465,222		174,993		(2,938,088	)		147,702,127
Municipal securities		52,816,541		425,801		(637,916	)		52,604,426
Other securities		4,046,332		703,978		(27,331	)		4,722,979
	$	253,609,401	$	1,437,658	$	(3,933,920	)	$	251,113,139

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, 2017 and December 31, 2016, are summarized as follows:

	Less than 12 Months					12 Months or More					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
March 31, 2017:
Securities HTM:
Municipal securities	$	110,858,743	$	(3,751,123	)	$	15,350,772	$	(939,212	)	$	126,209,515	$	(4,690,335	)

Securities AFS:
U.S. govt. sponsored agency securities	$	18,742,054	$	(230,974	)	$	5,115,200	$	(63,873	)	$	23,857,254	$	(294,847	)
Residential mortgage-backed and related securities		124,401,508		(2,266,050	)		9,181,284		(359,042	)		133,582,792		(2,625,092	)
Municipal securities		29,386,855		(408,233	)		337,522		(18,716	)		29,724,377		(426,949	)
Other securities		2,901,563		(57,105	)		-		-			2,901,563		(57,105	)
	$	175,431,980	$	(2,962,362	)	$	14,634,006	$	(441,631	)	$	190,065,986	$	(3,403,993	)

December 31, 2016:
Securities HTM:
Municipal securities	$	122,271,533	$	(4,076,647	)	$	13,010,803	$	(618,087	)	$	135,282,336	$	(4,694,734	)

Securities AFS:
U.S. govt. sponsored agency securities	$	21,788,139	$	(257,640	)	$	5,499,012	$	(72,945	)	$	27,287,151	$	(330,585	)
Residential mortgage-backed and related securities		121,506,582		(2,641,664	)		7,437,615		(296,424	)		128,944,197		(2,938,088	)
Municipal securities		34,152,822		(618,462	)		338,099		(19,454	)		34,490,921		(637,916	)
Other securities		3,177,414		(27,331	)		-		-			3,177,414		(27,331	)
	$	180,624,957	$	(3,545,097	)	$	13,274,726	$	(388,823	)	$	193,899,683	$	(3,933,920	)

At March 31, 2017, the investment portfolio included 554 securities. Of this number, 255 securities were in an unrealized loss position. The aggregate losses of these securities totaled approximately 1.5% of the total amortized cost of the portfolio. Of these 255 securities, 24 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. At March 31, 2017 and December 31, 2016, equity securities represented less than 1% of the total portfolio.

The Company did not recognize OTTI on any debt or equity securities for the three months ended March 31, 2017 and 2016.

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

There were no sales of securities for the three months ended March 31, 2017. All sales of securities for the three months ended March 31, 2016 were from securities identified as AFS. Information on proceeds received, as well as pre-tax gross gains and losses from sales on those securities are as follows:

	Three Months Ended
	March 31, 2016

Proceeds from sales of securities	$	55,526,851
Pre-tax gross gains from sales of securities		515,515
Pre-tax gross losses from sales of securities		(157,035	)

The amortized cost and fair value of securities as of March 31, 2017 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. “Other securities” AFS are excluded from the maturity categories as there is no fixed maturity date for those securities.

	Amortized Cost		Fair Value
Securities HTM:
Due in one year or less	$	8,580,563	$	8,580,930
Due after one year through five years		16,946,533		17,027,273
Due after five years		281,166,967		278,588,803
	$	306,694,063	$	304,197,006

Securities AFS:
Due in one year or less	$	3,228,439	$	3,240,004
Due after one year through five years		43,980,525		44,165,961
Due after five years		51,615,976		51,281,990
	$	98,824,940	$	98,687,955
Residential mortgage-backed and related securities		149,968,905		147,503,987
Other securities		4,056,248		4,760,079
	$	252,850,093	$	250,952,021

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	$	163,299,673	$	161,458,045

Securities AFS:
U.S. govt. sponsored agency securities		5,048,496		5,059,493
Municipal securities		39,611,651		39,404,492
	$	44,660,147	$	44,463,985

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

As of March 31, 2017, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 112 issuers with fair values totaling $99.3 million and revenue bonds issued by 123 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $255.0 million. The Company held investments in general obligation bonds in 21 states, including five states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 12 states, including six states in which the aggregate fair value exceeded $5.0 million.

As of December 31, 2016, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 116 issuers with fair values totaling $116.5 million and revenue bonds issued by 120 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $255.5 million. The Company held investments in general obligation bonds in 21 states, including five states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in twelve states, including six 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, 2017:
U.S. State:	Number of Issuers		Amortized Cost		Fair Value		Average Exposure Per Issuer (Fair Value)

Iowa		27	$	32,227,250	$	32,252,723	$	1,194,545
North Dakota		7		22,169,480		21,572,627		3,081,804
Illinois		17		12,915,605		13,060,349		768,256
Missouri		15		8,060,239		8,097,352		539,823
Ohio		8		6,785,433		6,635,402		829,425
Other		38		17,657,322		17,700,070		465,791
Total general obligation bonds		112	$	99,815,329	$	99,318,523	$	886,773

December 31, 2016:
U.S. State:	Number of Issuers		Amortized Cost		Fair Value		Average Exposure Per Issuer (Fair Value)

Iowa		27	$	32,258,612	$	32,231,936	$	1,193,775
Illinois		19		29,214,559		29,308,438		1,542,549
North Dakota		7		22,169,050		21,499,075		3,071,296
Missouri		14		8,291,192		8,323,245		594,518
Ohio		8		6,790,398		6,651,897		831,487
Other		41		18,481,496		18,458,044		450,196
Total general obligation bonds		116	$	117,205,307	$	116,472,635	$	1,004,074

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, 2017:
U.S. State:	Number of Issuers		Amortized Cost		Fair Value		Average Exposure Per Issuer (Fair Value)

Missouri		50	$	92,894,184	$	91,892,614	$	1,837,852
Iowa		31		70,400,232		70,771,347		2,282,947
Indiana		22		46,469,290		45,838,852		2,083,584
Ohio		3		13,650,000		13,380,921		4,460,307
Kansas		6		13,260,612		13,243,053		2,207,176
North Dakota		4		7,992,074		7,722,774		1,930,694
Other		7		12,266,660		12,110,796		1,730,114
Total revenue bonds		123	$	256,933,052	$	254,960,357	$	2,072,848

December 31, 2016:
U.S. State:	Number of Issuers		Amortized Cost		Fair Value		Average Exposure Per Issuer (Fair Value)

Missouri		47	$	90,784,441	$	89,664,013	$	1,907,745
Iowa		31		70,788,393		71,142,393		2,294,916
Indiana		22		47,994,737		47,582,138		2,162,824
Kansas		6		13,476,366		13,427,491		2,237,915
North Dakota		4		8,089,067		7,796,381		1,949,095
Ohio		3		13,650,000		13,405,222		4,468,407
Other		7		12,687,286		12,479,052		1,782,722
Total revenue bonds		120	$	257,470,290	$	255,496,690	$	2,129,139

Both general obligation and revenue bonds are diversified across many issuers. As of March 31, 2017 and December 31, 2016, the Company did not hold general obligation or revenue bonds of any single issuer, the aggregate book or market value of which exceeded 6% 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, 2017, 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, 2017, 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.

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, 2017 and December 31, 2016 is presented as follows:

	As of March 31,			As of December 31,
	2017			2016

C&I loans	$	851,578,347		$	827,637,263
CRE loans
Owner-occupied CRE		316,902,218			332,387,621
Commercial construction, land development, and other land		171,901,708			165,149,491
Other non owner-occupied CRE		618,037,795			595,921,748
		1,106,841,721			1,093,458,860

Direct financing leases *		159,368,425			165,419,360
Residential real estate loans **		231,325,899			229,233,104
Installment and other consumer loans		78,770,847			81,665,695
		2,427,885,239			2,397,414,282
Plus deferred loan/lease origination costs, net of fees		7,965,176			8,072,703
		2,435,850,415			2,405,486,985
Less allowance		(32,059,150	)		(30,757,448	)
	$	2,403,791,265		$	2,374,729,537


* Direct financing leases:
Net minimum lease payments to be received	$	177,088,295		$	184,274,802
Estimated unguaranteed residual values of leased assets		1,085,154			1,085,154
Unearned lease/residual income		(18,805,024	)		(19,940,596	)
		159,368,425			165,419,360
Plus deferred lease origination costs, net of fees		5,730,479			5,881,778
		165,098,904			171,301,138
Less allowance		(2,978,260	)		(3,111,898	)
	$	162,120,644		$	168,189,240

*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, 2017 and 2016.

**Includes residential real estate loans held for sale totaling $1,051,000 and $1,135,500 as of March 31, 2017, and December 31, 2016, respectively.

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Changes in accretable yield for acquired loans were as follows:

	For the three months ended March 31, 2017
	PCI			Performing
	Loans			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, 2017 and December 31, 2016 is presented as follows:

	As of March 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	$	846,264,365		$	108,148		$	165,831		$	575,066		$	4,464,937		$	851,578,347
CRE
Owner-Occupied CRE		316,508,674			61,156			-			240			332,148			316,902,218
Commercial Construction, Land Development, and Other Land		167,552,441			-			-			-			4,349,267			171,901,708
Other Non Owner-Occupied CRE		616,480,649			304,500			-			-			1,252,646			618,037,795
Direct Financing Leases		154,874,086			1,428,446			666,661			-			2,399,232			159,368,425
Residential Real Estate		228,282,091			1,587,945			-			255,942			1,199,921			231,325,899
Installment and Other Consumer		77,719,561			662,626			57,833			123,676			207,151			78,770,847
	$	2,407,681,867		$	4,152,821		$	890,325		$	954,924		$	14,205,302		$	2,427,885,239

As a percentage of total loan/lease portfolio		99.17	%		0.17	%		0.04	%		0.04	%		0.59	%		100.00	%

	As of December 31, 2016
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	$	821,637,507		$	1,455,185		$	10,551		$	346,234		$	4,187,786		$	827,637,263
CRE
Owner-Occupied CRE		331,812,571			-			242,902			-			332,148			332,387,621
Commercial Construction, Land Development, and Other Land		160,760,034			35,638			-			-			4,353,819			165,149,491
Other Non Owner-Occupied CRE		594,384,926			100,673			-			-			1,436,149			595,921,748
Direct Financing Leases		161,452,627			730,627			574,700			215,225			2,446,181			165,419,360
Residential Real Estate		227,023,552			473,478			365,581			294,854			1,075,639			229,233,104
Installment and Other Consumer		81,199,766			204,973			63,111			110,501			87,344			81,665,695
	$	2,378,270,983		$	3,000,574		$	1,256,845		$	966,814		$	13,919,066		$	2,397,414,282

As a percentage of total loan/lease portfolio		99.20	%		0.13	%		0.05	%		0.04	%		0.58	%		100.00	%

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NPLs by classes of loans/leases as of March 31, 2017 and December 31, 2016 are presented as follows:

	As of March 31, 2017
Classes of Loans/Leases	Accruing Past Due 90 Days or More		Nonaccrual Loans/Leases *		Accruing TDRs		Total NPLs		Percentage of Total NPLs

C&I	$	575,066	$	4,464,937	$	4,766,131	$	9,806,134		45.85	%
CRE
Owner-Occupied CRE		240		332,148		-		332,388		1.55	%
Commercial Construction, Land Development, and Other Land		-		4,349,267		-		4,349,267		20.33	%
Other Non Owner-Occupied CRE		-		1,252,646		-		1,252,646		5.86	%
Direct Financing Leases		-		2,399,232		864,169		3,263,401		15.26	%
Residential Real Estate		255,942		1,199,921		580,853		2,036,716		9.52	%
Installment and Other Consumer		123,676		207,151		17,576		348,403		1.63	%
	$	954,924	$	14,205,302	$	6,228,729	$	21,388,955		100.00	%

*Nonaccrual loans/leases included $2,444,944 of TDRs, including $278,391 in C&I loans, $1,353,634 in CRE loans, $759,346 in direct financing leases, $42,525 in residential real estate loans, and $11,048 in installment loans.

	As of December 31, 2016
Classes of Loans/Leases	Accruing Past Due 90 Days or More		Nonaccrual Loans/Leases **		Accruing TDRs		Total NPLs		Percentage of Total NPLs

C&I	$	346,234	$	4,187,786	$	4,733,997		9,268,017		43.65	%
CRE
Owner-Occupied CRE		-		332,148		-		332,148		1.56	%
Commercial Construction, Land Development, and Other Land		-		4,353,819		-		4,353,819		20.51	%
Other Non Owner-Occupied CRE		-		1,436,149		-		1,436,149		6.77	%
Direct Financing Leases		215,225		2,446,181		1,008,244		3,669,650		17.28	%
Residential Real Estate		294,854		1,075,639		585,541		1,956,034		9.21	%
Installment and Other Consumer		110,501		87,344		18,746		216,591		1.02	%
	$	966,814	$	13,919,066	$	6,346,528	$	21,232,408		100.00	%

**Nonaccrual loans/leases included $2,300,479 of TDRs, including $48,501 in C&I loans, $1,380,047 in CRE loans, $816,149 in direct financing leases, $43,579 in residential real estate loans, and $12,203 in installment loans.

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, 2017 and 2016, respectively, are presented as follows:

	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 (credits) 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

	Three Months Ended March 31, 2016
	C&I			CRE		Direct Financing Leases			Residential Real Estate			Installment and Other Consumer			Total

Balance, beginning	$	10,484,080		$	9,375,117	$	3,395,088		$	1,790,150		$	1,096,471		$	26,140,906
Provisions charged to expense		739,831			715,450		478,245			62,656			76,803			2,072,985
Loans/leases charged off		(243,566	)		-		(600,938	)		(16,184	)		(7,596	)		(868,284	)
Recoveries on loans/leases previously charged off		11,634			-		14,836			-			23,365			49,835
Balance, ending	$	10,991,979		$	10,090,567	$	3,287,231		$	1,836,622		$	1,189,043		$	27,395,442

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The allowance by impairment evaluation and by portfolio segment as of March 31, 2017 and December 31, 2016 is presented as follows:

	As of March 31, 2017
	C&I			CRE			Direct Financing Leases			Residential Real Estate			Installment and Other Consumer			Total

Allowance for impaired loans/leases	$	1,751,774		$	888,445		$	795,840		$	274,566		$	37,932		$	3,748,557
Allowance for nonimpaired loans/leases		11,202,316			11,754,821			2,182,420			2,101,298			1,069,738			28,310,593
	$	12,954,090		$	12,643,266		$	2,978,260		$	2,375,864		$	1,107,670		$	32,059,150

Impaired loans/leases	$	9,188,454		$	5,924,061		$	3,082,068		$	1,780,774		$	224,727		$	20,200,084
Nonimpaired loans/leases		842,389,893			1,100,917,660			156,286,357			229,545,125			78,546,120			2,407,685,155
	$	851,578,347		$	1,106,841,721		$	159,368,425		$	231,325,899		$	78,770,847		$	2,427,885,239

Allowance as a percentage of impaired loans/leases		19.06	%		15.00	%		25.82	%		15.42	%		16.88	%		18.56	%
Allowance as a percentage of nonimpaired loans/leases		1.33	%		1.07	%		1.40	%		0.92	%		1.36	%		1.18	%
Total allowance as a percentage of total loans/leases		1.52	%		1.14	%		1.87	%		1.03	%		1.41	%		1.31	%

	As of December 31, 2016
	C&I			CRE			Direct Financing Leases			Residential Real Estate			Installment and Other Consumer			Total

Allowance for impaired loans/leases	$	1,771,537		$	693,919		$	848,919		$	289,112		$	39,481		$	3,642,968
Allowance for nonimpaired loans/leases		10,773,573			10,976,690			2,262,979			2,053,232			1,048,006			27,114,480
	$	12,545,110		$	11,670,609		$	3,111,898		$	2,342,344		$	1,087,487		$	30,757,448

Impaired loans/leases	$	8,936,451		$	6,112,114		$	3,256,264		$	1,661,180		$	106,090		$	20,072,099
Nonimpaired loans/leases		818,700,812			1,087,346,746			162,163,096			227,571,924			81,559,605			2,377,342,183
	$	827,637,263		$	1,093,458,860		$	165,419,360		$	229,233,104		$	81,665,695		$	2,397,414,282

Allowance as a percentage of impaired loans/leases		19.82	%		11.35	%		26.07	%		17.40	%		37.21	%		18.15	%
Allowance as a percentage of nonimpaired loans/leases		1.32	%		1.01	%		1.40	%		0.90	%		1.28	%		1.14	%
Total allowance as a percentage of total loans/leases		1.52	%		1.07	%		1.88	%		1.02	%		1.33	%		1.28	%

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, 2017 are presented as follows:

Classes of Loans/Leases	Recorded Investment		Unpaid Principal Balance		Related 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	$	7,352
CRE
Owner-Occupied CRE		-		-		-		-		-		-
Commercial Construction, Land Development, and Other Land		-		-		-		-		-		-
Other Non Owner-Occupied CRE		1,174,260		1,174,260		-		1,183,813		-		-
Direct Financing Leases		1,593,104		1,593,104		-		1,868,355		18,895		18,895
Residential Real Estate		1,147,434		1,222,215		-		1,025,656		1,161		1,161
Installment and Other Consumer		175,957		175,957		-		115,846		-		-
	$	4,926,710	$	5,011,928	$	-	$	5,121,057	$	27,408	$	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	$	62,666
CRE
Owner-Occupied CRE		322,148		322,148		57,398		322,148		-		-
Commercial Construction, Land Development, and Other Land		4,349,267		4,349,267		823,061		4,351,542		-		-
Other Non Owner-Occupied CRE		78,386		78,386		7,986		39,193		-		-
Direct Financing Leases		1,488,964		1,488,964		795,840		1,300,811		-		-
Residential Real Estate		633,340		633,340		274,566		636,134		4,240		4,240
Installment and Other Consumer		48,770		48,770		37,932		49,563		112		112
	$	15,273,374	$	15,277,213	$	3,748,557	$	14,810,049	$	67,018	$	67,018

Total Impaired Loans/Leases:
C&I	$	9,188,454	$	9,202,730	$	1,751,774	$	9,038,045	$	70,018	$	70,018
CRE
Owner-Occupied CRE		322,148		322,148		57,398		322,148		-		-
Commercial Construction, Land Development, and Other Land		4,349,267		4,349,267		823,061		4,351,542		-		-
Other Non Owner-Occupied CRE		1,252,646		1,252,646		7,986		1,223,006		-		-
Direct Financing Leases		3,082,068		3,082,068		795,840		3,169,166		18,895		18,895
Residential Real Estate		1,780,774		1,855,555		274,566		1,661,790		5,401		5,401
Installment and Other Consumer		224,727		224,727		37,932		165,409		112		112
	$	20,200,084	$	20,289,141	$	3,748,557	$	19,931,106	$	94,426	$	94,426

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

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, 2016 are presented as follows:

Classes of Loans/Leases	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized for Cash Payments Received

Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	286,508	$	477,450	$	-	$	347,369	$	1,824	$	1,824
CRE
Owner-Occupied CRE		242,887		336,661		-		244,824		-		-
Commercial Construction, Land Development, and Other Land		-		-		-		-		-		-
Other Non Owner-Occupied CRE		1,512,198		1,512,198		-		1,545,334		-		-
Direct Financing Leases		1,314,779		1,314,779		-		1,176,588		11,603		11,603
Residential Real Estate		585,186		624,387		-		585,981		1,038		1,038
Installment and Other Consumer		47,480		47,480		-		212,392		-		-
	$	3,989,038	$	4,312,955	$	-	$	4,112,488	$	14,465	$	14,465

Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	4,891,938	$	4,895,777	$	2,168,454	$	4,885,096	$	-	$	-
CRE
Owner-Occupied CRE		-		-		-		-		-		-
Commercial Construction, Land Development, and Other Land		191,366		203,366		82,296		192,585		-		-
Other Non Owner-Occupied CRE		-		-		-		-		-		-
Direct Financing Leases		938,267		938,267		483,193		800,606		-		-
Residential Real Estate		911,050		946,628		199,498		871,531		1,958		1,958
Installment and Other Consumer		402,120		402,120		246,413		306,279		1,500		1,500
	$	7,334,741	$	7,386,158	$	3,179,854	$	7,056,097	$	3,458	$	3,458

Total Impaired Loans/Leases:
C&I	$	5,178,446	$	5,373,227	$	2,168,454	$	5,232,465	$	1,824	$	1,824
CRE
Owner-Occupied CRE		242,887		336,661		-		244,824		-		-
Commercial Construction, Land Development, and Other Land		191,366		203,366		82,296		192,585		-		-
Other Non Owner-Occupied CRE		1,512,198		1,512,198		-		1,545,334		-		-
Direct Financing Leases		2,253,046		2,253,046		483,193		1,977,194		11,603		11,603
Residential Real Estate		1,496,236		1,571,015		199,498		1,457,512		2,996		2,996
Installment and Other Consumer		449,600		449,600		246,413		518,671		1,500		1,500
	$	11,323,779	$	11,699,113	$	3,179,854	$	11,168,585	$	17,923	$	17,923

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

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, 2016 are presented as follows:

Classes of Loans/Leases	Recorded Investment		Unpaid Principal Balance		Related Allowance

Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	841,895	$	951,600	$	-
CRE
Owner-Occupied CRE		-		93,774		-
Commercial Construction, Land Development, and Other Land		-		-		-
Other Non Owner-Occupied CRE		1,196,549		1,196,549		-
Direct Financing Leases		1,690,121		1,690,121		-
Residential Real Estate		853,294		892,495		-
Installment and Other Consumer		55,734		55,734		-
	$	4,637,593	$	4,880,273	$	-

Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	8,094,556	$	8,098,395	$	1,771,537
CRE
Owner-Occupied CRE		322,148		322,148		57,398
Commercial Construction, Land Development, and Other Land		4,353,819		4,353,817		577,611
Other Non Owner-Occupied CRE		239,600		239,600		58,910
Direct Financing Leases		1,566,141		1,566,143		848,919
Residential Real Estate		807,886		882,018		289,112
Installment and Other Consumer		50,356		50,356		39,481
	$	15,434,506	$	15,512,477	$	3,642,968

Total Impaired Loans/Leases:
C&I	$	8,936,451	$	9,049,995	$	1,771,537
CRE
Owner-Occupied CRE		322,148		415,922		57,398
Commercial Construction, Land Development, and Other Land		4,353,819		4,353,817		577,611
Other Non Owner-Occupied CRE		1,436,149		1,436,149		58,910
Direct Financing Leases		3,256,262		3,256,264		848,919
Residential Real Estate		1,661,180		1,774,513		289,112
Installment and Other Consumer		106,090		106,090		39,481
	$	20,072,099	$	20,392,750	$	3,642,968

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

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 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, 2017 and December 31, 2016:

	As of March 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)	$	816,089,950	$	298,438,590	$	164,958,396	$	605,282,623	$	1,884,769,559		96.24	%
Special Mention (Rating 6)		7,820,608		8,839,425		1,780,000		4,400,764		22,840,797		1.17	%
Substandard (Rating 7)		27,667,789		9,624,203		5,163,312		8,354,408		50,809,712		2.59	%
Doubtful (Rating 8)		-		-		-		-		-		0.00	%
	$	851,578,347	$	316,902,218	$	171,901,708	$	618,037,795	$	1,958,420,068		100.00	%

	As of March 31, 2017
Delinquency Status *	Direct Financing Leases		Residential Real Estate		Installment and Other Consumer		Total		As a % of Total

Performing	$	156,105,024	$	229,289,183	$	78,422,444	$	463,816,651		98.80	%
Nonperforming		3,263,401		2,036,716		348,403		5,648,520		1.20	%
	$	159,368,425	$	231,325,899	$	78,770,847	$	469,465,171		100.00	%

	As of December 31, 2016
			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)	$	796,568,451	$	314,447,662	$	158,108,465	$	582,854,048	$	1,851,978,626		96.40	%
Special Mention (Rating 6)		6,305,772		7,559,380		1,780,000		4,437,122		20,082,274		1.05	%
Substandard (Rating 7)		24,763,040		10,380,369		5,261,026		8,630,578		49,035,013		2.55	%
Doubtful (Rating 8)		-		210		-		-		210		0.00	%
	$	827,637,263	$	332,387,621	$	165,149,491	$	595,921,748	$	1,921,096,123		100.00	%

	As of December 31, 2016
Delinquency Status *	Direct Financing Leases		Residential Real Estate		Installment and Other Consumer		Total		As a % of Total

Performing	$	161,749,710	$	227,277,070	$	81,449,104	$	470,475,884		98.77	%
Nonperforming		3,669,650		1,956,034		216,591		5,842,275		1.23	%
	$	165,419,360	$	229,233,104	$	81,665,695	$	476,318,159		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.

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

As of March 31, 2017 and December 31, 2016, TDRs totaled $8,673,673 and $8,647,007, 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, 2017 and 2016. 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, 2017								For the three months ended March 31, 2016
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 - Extension of Maturity
Direct Financing Leases		1	$	6,263	$	6,263	$	-		4	$	410,653	$	410,653	$	-
		1	$	6,263	$	6,263	$	-		4	$	410,653	$	410,653	$	-

CONCESSION - Significant Payment Delay
C&I		2	$	133,689	$	133,689	$	-		-	$	-	$	-	$	-
Direct Financing Leases		8		669,861		669,861		-		1		45,939		45,939		-
		10	$	803,550	$	803,550	$	-		1	$	45,939	$	45,939	$	-

TOTAL		11	$	809,813	$	809,813	$	-		5	$	456,592	$	456,592	$	-

Of the TDRs reported above, none were on nonaccrual as of March 31, 2017.

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.

For the three month ended March 31, 2016, none of the Company’s TDRs had redefaulted within 12 months subsequent to restructure.

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,
	2017		2016

Net income	$	9,184,965	$	6,373,489

Basic EPS	$	0.70	$	0.54
Diluted EPS	$	0.68	$	0.53

Weighted average common shares outstanding		13,133,382		11,793,620
Weighted average common shares issuable upon exercise of stock options and under the employee stock purchase plan		355,035		160,329
Weighted average common and common equivalent shares outstanding		13,488,417		11,953,949

The increase in weighted average common shares outstanding from March 31, 2016 to March 31, 2017 was primarily due to the common stock issuance discussed in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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.

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, 2017 and December 31, 2016:

			Fair Value Measurements at Reporting Date Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)

March 31, 2017:
Securities AFS:
U.S. govt. sponsored agency securities	$	47,556,081	$	-	$	47,556,081	$	-
Residential mortgage-backed and related securities		147,503,987		-		147,503,987		-
Municipal securities		51,131,874		-		51,131,874		-
Other securities		4,760,079		1,345		4,758,734		-
Interest rate caps		531,325		-		531,325		-
Interest rate swaps - assets		2,034,898		-		2,034,898		-
Total assets measured at fair value	$	253,518,244	$	1,345	$	253,516,899	$	-

Interest rate swaps - liabilities	$	2,034,898	$	-	$	2,034,898	$	-
Total liabilities measured at fair value	$	2,034,898	$	-	$	2,034,898	$	-


December 31, 2016:
Securities AFS:
U.S. govt. sponsored agency securities	$	46,083,607	$	-	$	46,083,607	$	-
Residential mortgage-backed and related securities		147,702,127		-		147,702,127		-
Municipal securities		52,604,426		-		52,604,426		-
Other securities		4,722,979		1,361		4,721,618		-
Interest rate caps		576,527		-		576,527		-
Interest rate swaps - assets		2,338,281		-		2,338,281		-
Total assets measured at fair value	$	254,027,947	$	1,361	$	254,026,586	$	-

Interest rate swaps - liabilities	$	2,338,281	$	-	$	2,338,281	$	-
Total liabilities measured at fair value	$	2,338,281	$	-	$	2,338,281	$	-

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, 2017 or 2016.

A small portion of the securities available for sale 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).

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The remainder of the securities available for sale 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 of the Company’s annual report filed on form 10-K as of December 31, 2016. 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, 2017 and December 31, 2016:

			Fair Value Measurements at Reporting Date Using
	Fair Value		Level 1		Level 2		Level 3
March 31, 2017:
Impaired loans/leases	$	12,581,982	$	-	$	-	$	12,581,982
OREO		6,075,392		-		-		6,075,392
	$	18,657,374	$	-	$	-	$	18,657,374

December 31, 2016:
Impaired loans/leases	$	12,823,121	$	-	$	-	$	12,823,121
OREO		5,964,952		-		-		5,964,952
	$	18,788,073	$	-	$	-	$	18,788,073

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.

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, 2017		Fair Value December 31, 2016		Valuation Technique	Unobservable Input	Range

Impaired loans/leases	$	12,581,982	$	12,823,121	Appraisal of collateral	Appraisal adjustments	-10.00%	to	-50.00%
OREO		6,075,392		5,964,952	Appraisal of collateral	Appraisal adjustments	0.00%	to	-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, 2017 and 2016.

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, 2017				As of December 31, 2016
	Hierarchy	Carrying		Estimated		Carrying		Estimated
	Level	Value		Fair Value		Value		Fair Value

Cash and due from banks	Level 1	$	56,325,969	$	56,325,969	$	70,569,993	$	70,569,993
Federal funds sold	Level 2		15,798,000		15,798,000		22,257,000		22,257,000
Interest-bearing deposits at financial institutions	Level 2		157,420,706		157,420,706		63,948,925		63,948,925
Investment securities:
HTM	Level 2		306,694,063		304,197,006		322,909,056		320,414,899
AFS	See Previous Table		250,952,021		250,952,021		251,113,139		251,113,139
Loans/leases receivable, net	Level 3		11,649,983		12,581,982		11,873,260		12,823,121
Loans/leases receivable, net	Level 2		2,392,141,282		2,368,029,017		2,362,856,277		2,344,462,740
Interest rate caps	Level 2		531,325		531,325		576,527		576,527
Interest rate swaps - assets	Level 2		2,034,898		2,034,898		2,338,281		2,338,281
Deposits:
Nonmaturity deposits	Level 2		2,288,265,733		2,288,265,733		2,188,683,349		2,188,683,349
Time deposits	Level 2		517,665,766		519,873,000		480,577,924		479,605,000
Short-term borrowings	Level 2		19,470,096		19,470,096		39,971,387		39,971,387
FHLB advances	Level 2		106,550,000		107,283,000		137,500,000		138,338,000
Other borrowings	Level 2		72,000,000		73,108,000		80,000,000		81,282,000
Junior subordinated debentures	Level 2		33,513,509		25,075,065		33,480,202		24,881,494
Interest rate swaps - liabilities	Level 2		2,034,898		2,034,898		2,338,281		2,338,281

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, 2017 and 2016.

	Commercial Banking								Wealth					Intercompany			Consolidated
	QCBT		CRBT		CSB		RB&T		Management		All Other			Eliminations			Total
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 for loan/lease losses	$	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

Three Months Ended March 31, 2016
Total revenue	$	13,516,932	$	10,839,221	$	-	$	3,794,247	$	2,234,292	$	6,859,775		$	(6,919,935	)	$	30,324,532
Net interest income	$	10,961,447	$	7,024,988	$	-	$	2,911,974	$	-	$	(300,887	)	$	-		$	20,597,522
Provision for loan/lease losses	$	1,222,985	$	550,000	$	-	$	300,000	$	-	$	-		$	-		$	2,072,985
Net income	$	2,831,696	$	2,934,731	$	-	$	617,785	$	447,770	$	6,373,488		$	(6,831,981	)	$	6,373,489
Goodwill	$	3,222,688	$	-	$	-	$	-	$	-	$	-		$	-		$	3,222,688
Core deposit intangible	$	-	$	1,421,531	$	-	$	-	$	-	$	-		$	-		$	1,421,531
Total assets	$	1,361,607,041	$	885,858,279	$	-	$	367,031,670	$	-	$	288,814,613		$	(262,638,349	)	$	2,640,673,254

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, 2017 and December 31, 2016, 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, 2017 and December 31, 2016 are also presented in the following table (dollars in thousands). As of March 31, 2017 and December 31, 2016, each of the subsidiary banks met the requirements to be “well capitalized”.

						For Capital					To Be Well
						Adequacy Purposes					Capitalized Under
						With Capital					Prompt Corrective
	Actual					Conservation Buffer*					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of March 31, 2017:
Company:
Total risk-based capital	$	336,993		11.90	%	$	262,053	>	9.25	%	$	283,300	>	10.0	%
Tier 1 risk-based capital		304,594		10.75	%		205,393	>	7.25			226,640	>	8.0
Tier 1 leverage		304,594		9.37	%		129,996	>	4.00			162,495	>	5.0
Common equity Tier 1		273,076		9.64	%		162,898	>	5.75			184,145	>	6.5
Quad City Bank & Trust:
Total risk-based capital	$	145,432		12.61	%	$	106,664	>	9.25	%	$	115,312	>	10.0	%
Tier 1 risk-based capital		131,860		11.44	%		83,601	>	7.25			92,250	>	8.0
Tier 1 leverage		131,860		9.25	%		57,045	>	4.00			71,306	>	5.0
Common equity Tier 1		131,860		11.44	%		66,304	>	5.75			74,953	>	6.5
Cedar Rapids Bank & Trust:
Total risk-based capital	$	107,776		12.79	%	$	77,956	>	9.25	%	$	84,277	>	10.0	%
Tier 1 risk-based capital		97,230		11.54	%		61,101	>	7.25			67,421	>	8.0
Tier 1 leverage		97,230		10.74	%		36,206	>	4.00			45,257	>	5.0
Common equity Tier 1		97,230		11.54	%		48,459	>	5.75			54,780	>	6.5
Community State Bank:
Total risk-based capital	$	66,300		13.50	%	$	45,426	>	9.25	%	$	49,109	>	10.0	%
Tier 1 risk-based capital		64,052		13.04	%		35,604	>	7.25			39,287	>	8.0
Tier 1 leverage		64,052		10.99	%		23,317	>	4.00			29,146	>	5.0
Common equity Tier 1		64,052		13.04	%		28,238	>	5.75			31,921	>	6.5
Rockford Bank & Trust:
Total risk-based capital	$	42,916		12.31	%	$	32,256	>	9.25	%	$	34,871	>	10.0	%
Tier 1 risk-based capital		38,548		11.05	%		25,282	>	7.25			27,897	>	8.0
Tier 1 leverage		38,548		9.82	%		15,707	>	4.00			19,634	>	5.0
Common equity Tier 1		38,548		11.05	%		20,051	>	5.75			22,666	>	6.5

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

						For Capital					To Be Well
						Adequacy Purposes					Capitalized Under
						With Capital					Prompt Corrective
	Actual					Conservation Buffer*					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2016:
Company:
Total risk-based capital	$	327,440		11.56	%	$	244,289	>	8.625	%	$	283,233	>	10.0	%
Tier 1 risk-based capital		296,366		10.46	%		187,642	>	6.625			226,587	>	8.0
Tier 1 leverage		296,366		9.10	%		130,229	>	4.000			162,787	>	5.0
Common equity Tier 1		266,419		9.41	%		145,157	>	5.125			184,102	>	6.5
Quad City Bank & Trust:
Total risk-based capital	$	142,990		12.27	%	$	100,494	>	8.625	%	$	116,515	>	10.0	%
Tier 1 risk-based capital		129,524		11.12	%		77,191	>	6.625			93,212	>	8.0
Tier 1 leverage		129,524		9.18	%		56,445	>	4.000			70,556	>	5.0
Common equity Tier 1		129,524		11.12	%		59,714	>	5.125			75,735	>	6.5
Cedar Rapids Bank & Trust:
Total risk-based capital	$	106,791		12.82	%	$	71,828	>	8.625	%	$	83,279	>	10.0	%
Tier 1 risk-based capital		96,369		11.57	%		55,173	>	6.625			66,623	>	8.0
Tier 1 leverage		96,369		10.69	%		36,061	>	4.000			45,076	>	5.0
Common equity Tier 1		96,369		11.57	%		42,681	>	5.125			54,132	>	6.5
Community State Bank:
Total risk-based capital	$	68,216		13.81	%	$	42,609	>	8.625	%	$	49,402	>	10.0	%
Tier 1 risk-based capital		66,746		13.51	%		32,729	>	6.625			39,522	>	8.0
Tier 1 leverage		66,746		11.75	%		22,726	>	4.000			28,408	>	5.0
Common equity Tier 1		66,746		13.51	%		25,319	>	5.125			32,111	>	6.5
Rockford Bank & Trust:
Total risk-based capital	$	42,007		12.26	%	$	29,551	>	8.625	%	$	34,262	>	10.0	%
Tier 1 risk-based capital		37,716		11.01	%		22,699	>	6.625			27,410	>	8.0
Tier 1 leverage		37,716		9.57	%		15,772	>	4.000			19,716	>	5.0
Common equity Tier 1		37,716		11.01	%		17,559	>	5.125			22,270	>	6.5

*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).

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 for the three months ending March 31, 2017. 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 main office located on First Avenue in downtown Cedar Rapids, Iowa and its branch facility located on Council Street in northern Cedar Rapids. 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 in 2016, as further described in Note 2 of the Annual Report on Form 10-K for the year ended December 31, 2016. CSB provides full-service commercial and consumer banking to the Des Moines, Iowa area and adjacent communities through its 10 branch locations, 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.

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 $9.2 million and diluted EPS of $0.68 for the quarter ended March 31, 2017. By comparison, for the quarter ended December 31, 2016, the Company reported net income of $8.5 million and diluted EPS of $0.64. For the quarter ended March 31, 2016, the Company reported net income of $6.4 million and diluted EPS of $0.53.

The first quarter of 2017 was highlighted by several significant items:

●

Deposit growth at an annualized rate of 20.5% through the first three months of the year;

●

Strong gains on the sale of government guaranteed portions of loans and swap fee income , totaling $1.1 million for the quarter ending March 31, 2017; and

●

Further reductions in wholesale borrowings totaling $38.3 million in the first quarter.

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

	For the three months ended
	March 31, 2017		December 31, 2016		March 31, 2016

Net income	$	9,184,965	$	8,529,330	$	6,373,489

Diluted earnings per common share	$	0.68	$	0.64	$	0.53

Weighted average common and common equivalent shares outstanding		13,488,417		13,323,883		11,953,949

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

	For the three months ended
	March 31, 2017		December 31, 2016		March 31, 2016

Net interest income	$	27,668,883	$	29,279,665	$	20,597,522
Provision expense		2,105,109		2,599,345		2,072,985
Noninterest income		7,283,754		7,028,600		6,822,473
Noninterest expense		21,273,117		22,307,178		16,954,498
Federal and state income tax expense		2,389,446		2,872,412		2,019,023
Net income	$	9,184,965	$	8,529,330	$	6,373,489

In comparing quarter-over-quarter, following are some noteworthy changes in the Company’s financial results:

●

Net interest income decreased 6% compared to the fourth quarter of 2016. This decrease was the result of reduced acquisition-related accretion and two fewer days in the first quarter of 2017 than the fourth quarter of 2016. Net interest income increased 34% compared to the first quarter of 2016.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

●

Provision expense decreased 19% compared to the fourth quarter of 2016. Provision expense was flat from the same period of 2016. The decrease from the fourth quarter of 2016 to the first quarter of 2017 was primarily attributable to CSB. As acquired loans renew, the discount associated with those loans is eliminated and the Company must establish an allowance. This resulted in $774 thousand of provision expense in the first quarter of 2017 compared to $1.2 million of provision expense in the fourth quarter of 2016.

●

Noninterest income increased 4% compared to the fourth quarter of 2016, led by trust and investment advisory fees and gains on the sale of government guaranteed portions of loans. Noninterest income increased 7% from the first quarter of 2016, due mostly to the addition of CSB.

●

Noninterest expense decreased 5% compared to the fourth quarter of 2016. Noninterest expense increased 25% from the first quarter of 2016 due to the addition of CSB’s cost structure.

●

Federal and state income tax expense decreased 17% compared to the fourth quarter of 2016. Federal and state income tax increased 18% compared to the first quarter of 2016. 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, 2016. 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 70 – 75%;

●

Improve profitability (measured by NIM and ROAA);

●

Continue to 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;

●

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

●

Increase the m2 commercial loan and lease portfolio to $250 million;

●

Grow 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

			For the Quarter Ending
Goal	Key Metric	Target**	March 31, 2017	December 31, 2016	March 31, 2016
Balance sheet efficiency	Gross loans and leases to total assets	70 - 75%	72%	73%	71%
Profitability	NIM (TEY)(non-GAAP)*	> 3.85%	3.90%	4.02%	3.59%
	ROAA	> 1.10%	1.12%	1.04%	0.98%
	Core ROAA (non-GAAP)*	> 1.10%	1.12%	1.08%	0.95%
Asset quality	NPAs to total assets	< 0.75%	0.81%	0.82%	0.71%
Asset quality	Net charge-offs to average loans and leases***	< 0.25% annually	0.13%	0.14%	0.16%
Reliance on wholesale funding	Wholesale funding to total assets	< 15%	9%	11%	17%
Funding mix	Noninterest bearing deposits as a percentage of total assets	> 30%	23%	24%	24%
m2 commercial loans and leases	Total loans and leases	$250 million	$208.5 million	$211.0 million	$205.2 million
Consistent, high quality noninterest	Gains on sales of government guaranteed portions of loans and swap fee income***	> $4 million annually	$4.3 million	$4.9 million	$6.9 million
income revenue streams	Grow wealth management segment net income***	> 10% annually	25%	2%	-3%

* 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.

STRATEGIC DEVELOPMENTS

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

●

The Company grew loans and leases quarter-to-date by 5.0% on an annualized basis. While this was a slower start to the year relative to recent periods, the Company still aims to achieve 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 70-75%.

●

The Company intends to continue to participate as an acquirer in the consolidation taking place in our markets to further boost ROAA and improve the Company’s efficiency ratio. In the third quarter of 2016, the Company acquired CSB, headquartered in Ankeny, Iowa. See Note 2 of the Company’s 2016 Annual Report on Form 10-K for the year ended December 31, 2016 for additional details.

●

The Company continues to focus on reducing the NPAs to total assets ratio. While this ratio remained fairly flat this quarter, the Company remains committed to improving asset quality ratios in 2017.

●

Management continues to focus on reducing the Company’s reliance on wholesale funding. The strong core deposit growth in the first quarter of 2017 allowed the Company to further reduce wholesale borrowings and also provides liquidity for future loan and lease growth. Management also continues to evaluate opportunities for continued reduction in wholesale funding.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

●

Correspondent banking continues 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. The Company acts as the correspondent bank for 183 downstream banks with average total noninterest bearing deposits of $320.7 million during the first quarter of 2017. This line of business provides a strong source of noninterest bearing deposits, fee income, high-quality loan participations and bank stock loans.

●

The Company provides commercial leasing services through its wholly-owned subsidiary, m2 Lease Funds, which has lease specialists in Iowa, Wisconsin, Minnesota, North Carolina, South Carolina, Florida, California, Texas and Pennsylvania. Historically, this portfolio has been high yielding, with an average gross annualized yield in 2017 approximating 8.0%.

●

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 low interest rate environment, the Company is 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, 2017 the Company had $1.98 billion of total financial assets in trust (and related) accounts and $916 million of total financial assets in brokerage (and related) accounts. Continued growth in assets under management will help to drive trust and investment advisory fees. The Company offers trust and investment advisory services to the correspondent banks that it serves. As management focuses on growing wealth management fee income, expanding market share will continue to be a primary strategy.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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)”, “efficiency ratio” and “Texas 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;

●

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

●

Texas ratio (non-GAAP) is reconciled to nonperforming loans and stockholders’ equity.

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 and Texas ratio are both ratios that management utilizes to compare the Company to peers. Both are also standard 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

	As of
	March 31,			December 31,			September 30,			June 30,			March 31,
GAAP TO NON-GAAP RECONCILIATIONS	2017			2016			2016			2016			2016
	(dollars in thousands, except per share data)
TCE / TA RATIO

Stockholders' equity (GAAP)	$	295,840		$	286,041		$	280,857		$	275,117		$	235,143
Less: Intangible assets		20,261			22,522			22,755			4,595			4,645
TCE (non-GAAP)	$	275,579		$	263,519		$	258,102		$	270,522		$	230,498

Total assets (GAAP)	$	3,381,013		$	3,301,944		$	3,280,986		$	2,683,434		$	2,640,673
Less: Intangible assets		20,261			22,522			22,755			4,595			4,645
TA (non-GAAP)	$	3,360,752		$	3,279,422		$	3,258,231		$	2,678,839		$	2,636,028

TCE / TA ratio (non-GAAP)		8.20	%		8.04	%		7.92	%		10.10	%		8.74	%

	For the Quarter Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
CORE NET INCOME	2017			2016			2016			2016			2016

Net income (GAAP)	$	9,185		$	8,530		$	6,108		$	6,676		$	6,373

Less nonrecurring items (post-tax) (*):
Income:
Securities gains, net	$	-		$	(24	)	$	2,764		$	12		$	233
Total nonrecurring income (non-GAAP)	$	-		$	(24	)	$	2,764		$	12		$	233

Expense:
Losses on debt extinguishment	$	-		$	232		$	2,689		$	-		$	54
Acquisition costs		-			26			1,506			231			-
Total nonrecurring expense (non-GAAP)	$	-		$	258		$	4,195		$	231		$	54

Core net income (non-GAAP)	$	9,185		$	8,812		$	7,539		$	6,895		$	6,194


CORE EPS

Core net income (non-GAAP) (from above)	$	9,185		$	8,812		$	7,539		$	6,895		$	6,194

Weighted average common shares outstanding		13,133,382			13,087,592			13,066,777			12,335,077			11,793,620
Weighted average common and common equivalent shares outstanding		13,488,417			13,323,883			13,269,703			12,516,474			11,953,949

Core EPS (non-GAAP):
Basic	$	0.70		$	0.67		$	0.58		$	0.56		$	0.53
Diluted	$	0.68		$	0.66		$	0.57		$	0.55		$	0.52


CORE ROAA

Core net income (non-GAAP) (from above)	$	9,185		$	8,812		$	7,539		$	6,895		$	6,194

Average Assets	$	3,274,713		$	3,277,814		$	2,865,947		$	2,640,678		$	2,602,350

Core ROAA (annualized) (non-GAAP)		1.12	%		1.08	%		1.05	%		1.04	%		0.95	%

* Nonrecurring items (after-tax) are calculated using an estimated effective tax rate of 35%.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

	For the Quarter Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
GAAP TO NON-GAAP RECONCILIATIONS (CONTINUED)	2017			2016			2016			2016			2016
	(dollars in thousands)
NIM (TEY)

Net interest income (GAAP)	$	27,669		$	29,280		$	23,631		$	21,009		$	20,597

Plus: Tax equivalent adjustment		1,950			1,727			1,587			1,364			1,342

Net interest income - tax equivalent (Non-GAAP)	$	29,619		$	31,007		$	25,218		$	22,373		$	21,939

Average earning assets	$	3,076,356		$	3,069,122		$	2,703,162		$	2,484,721		$	2,456,328

NIM (GAAP)		3.65	%		3.80	%		3.48	%		3.40	%		3.37	%
NIM (TEY) (Non-GAAP)		3.90	%		4.02	%		3.71	%		3.62	%		3.59	%

EFFICIENCY RATIO

Noninterest expense (GAAP)	$	21,273		$	22,308		$	24,480		$	17,744		$	16,954

Net interest income (GAAP)	$	27,669		$	29,280		$	23,631		$	21,009		$	20,597
Noninterest income (GAAP)		7,284			7,029			10,423			6,762			6,822
Total income	$	34,953		$	36,309		$	34,054		$	27,771		$	27,419

Efficiency ratio (noninterest expense/total income) (Non-GAAP)		60.86	%		61.44	%		71.89	%		63.89	%		61.83	%

TEXAS RATIO

Nonaccrual loans/leases	$	14,205		$	13,919		$	14,371		$	10,737		$	10,772
Accruing loans/leases past due 90 days or more		955			967			392			86			47
TDRs - accruing		6,229			6,347			1,825			1,753			1,157
OREO		5,625			5,523			5,808			6,179			6,680
NPLs (excluding other repossessed assets)	$	27,014		$	26,756		$	22,396		$	18,755		$	18,656

Total stockholders' equity (GAAP)	$	295,840		$	286,041		$	280,857		$	275,117		$	235,143

Less: Intangible assets		20,261			22,522			22,755			4,595			4,645

Plus: Allowance (GAAP)		32,059			30,757			28,827			28,097			27,395

Tangible equity plus allowance	$	307,638		$	294,276		$	286,929		$	298,619		$	257,893

Texas Ratio (Non-GAAP)		8.78	%		9.09	%		7.81	%		6.28	%		7.23	%

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NET INTEREST INCOME - (TAX EQUIVALENT BASIS)

Net interest income, on a tax equivalent basis, increased 35% to $29.6 million for the quarter ended March 31, 2017, compared to the same quarter of the prior year. Net interest income improved due to several factors:

●

The acquisition of CSB, whose strong margin has significantly contributed to the Company’s results;

●

The Company’s strategy to redeploy funds from the taxable securities portfolio into higher yielding loans and leases; and

●

Organic loan and lease growth has been strong over the past twelve months, as evidenced by average gross loan/lease growth of 8% in that period (excluding CSB).

A comparison of yields, spread and margin from the first quarter of 2017 to the first quarter of 2016 is as follows (on a tax equivalent basis):

●

The average yield on interest-earning assets increased 32 basis points.

●

The average cost of interest-bearing liabilities decreased 1 basis point.

●

The net interest spread increased 33 basis points from 3.37% to 3.70%.

●

NIM improved 31 basis points from 3.59% to 3.90%.

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 net interest margins. Management continually addresses this issue with pricing and other balance sheet management strategies.

The improvement in margin was the result of the acquisition of CSB. CSB’s margin will fluctuate based on the amortization and accretion of purchase accounting adjustments, most notably, the discount on the loan portfolio. This benefit can fluctuate based on prepayments of both PCI and performing loans. As loans prepay, the associated discount/premium is accelerated.

The Company continues to place an emphasis on shifting its balance sheet mix. With a stated goal of maintaining loans/leases as a percentage of assets in a range of 70%-75%, the Company funded its loan/lease growth with a mixture of core deposits and cash from calls/maturities/redemptions in the investment securities portfolio. In 2016, cash from called securities and the targeted sales of securities was redeployed into the loan portfolio, resulting in a significant increase in yield, while minimizing any extension of duration. Additionally, the Company recognized net gains on these sales due to the previous rate environment. As rates rise, the Company should also have less market volatility in the investment securities portfolio, as this is a smaller portion of the balance sheet.

Although the Company’s wholesale borrowings portfolio has declined significantly, there still exists some higher cost legacy borrowings and the Company continues to monitor and evaluate both prepayment and debt restructuring opportunities, as executing on such a strategy could potentially increase NIM at a much quicker pace than holding the debt until maturity.

Part I

Item 2

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,
	2017								2016
				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	$	11,092		$	15		0.55	%	$	17,232		$	13		0.30	%
Interest-bearing deposits at financial institutions		92,551			199		0.87	%		40,635			60		0.59	%
Investment securities (1)		560,455			5,158		3.73	%		550,371			4,685		3.42	%
Restricted investment securities		13,871			130		3.80	%		14,140			131		3.73	%
Gross loans/leases receivable (1) (2) (3)		2,398,387			27,793		4.70	%		1,833,950			19,955		4.38	%

Total interest earning assets	$	3,076,356		$	33,295		4.39	%	$	2,456,328		$	24,844		4.07	%

Noninterest-earning assets:
Cash and due from banks	$	65,291							$	45,891
Premises and equipment		60,977								37,747
Less allowance		(31,498	)							(26,701	)
Other		103,587								89,085

Total assets	$	3,274,713							$	2,602,350

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing deposits	$	1,407,645			1,140		0.33	%	$	925,246			615		0.27	%
Time deposits		511,119			1,093		0.87	%		399,604			675		0.68	%
Short-term borrowings		25,188			24		0.39	%		86,539			43		0.20	%
FHLB advances		114,356			403		1.43	%		128,436			442		1.38	%
Other borrowings		74,761			683		3.71	%		101,738			824		3.26	%
Junior subordinated debentures		33,497			333		4.03	%		34,650			305		3.54	%

Total interest-bearing liabilities	$	2,166,566		$	3,676		0.69	%	$	1,676,213		$	2,904		0.70	%

Noninterest-bearing demand deposits	$	773,245							$	655,206
Other noninterest-bearing liabilities		43,996								39,684
Total liabilities	$	2,983,807							$	2,371,103

Stockholders' equity		290,906								231,247

Total liabilities and stockholders' equity	$	3,274,713							$	2,602,350

Net interest income				$	29,619							$	21,940

Net interest spread							3.70	%							3.37	%

Net interest margin							3.90	%							3.59	%

Ratio of average interest-earning assets to average interest-bearing liabilities		141.99	%							146.54	%

(1) Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate.

(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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Analysis of Changes of Interest Income/Interest Expense

For the three months ended March 31, 2017

	Inc./(Dec.)			Components
	from			of Change (1)
	Prior Period			Rate		Volume
	2017 vs. 2016
	(dollars in thousands)
INTEREST INCOME
Federal funds sold	$	2		$	28	$	(26	)
Interest-bearing deposits at financial institutions		139			37		102
Investment securities (2)		473			393		80
Restricted investment securities		(1	)		10		(11	)
Gross loans/leases receivable (2) (3) (4)		7,838			1,518		6,320

Total change in interest income	$	8,451		$	1,986	$	6,465

INTEREST EXPENSE
Interest-bearing deposits	$	525		$	160	$	365
Time deposits		418			208		210
Short-term borrowings		(19	)		129		(148	)
Federal Home Loan Bank advances		(39	)		80		(119	)
Other borrowings		(141	)		552		(693	)
Junior subordinated debentures		28			89		(61	)

Total change in interest expense	$	772		$	1,218	$	(446	)

Total change in net interest income	$	7,679		$	768	$	6,911

(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.

(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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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.

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, 2017 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.

OTHER–THAN-TEMPORARY IMPAIRMENT

The Company’s assessment of OTTI of its investment securities portfolio is another critical accounting policy due to the level of judgment required by management. Investment securities are evaluated to determine whether declines in fair value below their cost are other-than-temporary.

In estimating OTTI losses, management considers a number of factors including, but not limited to, (1) the length of time and extent to which the fair value has been less than amortized cost, (2) the financial condition and near-term prospects of the issuer, (3) the current market conditions, and (4) the Company’s lack of intent to sell the security prior to recovery and whether it is not more-likely-than-not that the Company will be required to sell the security prior to recovery. The discussion regarding the Company’s assessment of OTTI should be read in conjunction with the Company’s financial statements and the accompanying notes presented elsewhere herein.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

RESULTS OF OPERATIONS

INTEREST INCOME

Interest income increased 33%, comparing the first quarter of 2017 to the same period of 2016. Most of this increase was the result of the CSB acquisition during the third quarter of 2016.

Overall, the Company’s average earning assets increased 25%, comparing the first quarter of 2017 to the first quarter of 2016. During the same time period, average gross loans and leases increased 31%, while average investment securities increased 2%.

Additionally, the Company continued to diversify its securities portfolio, including increasing its portfolio of tax exempt municipal securities. The large majority of these are privately placed debt issuances by municipalities located in the Midwest and require a thorough underwriting process before investment. Execution of this strategy has led to increased interest income on a tax equivalent basis over the past several years. Management understands that this strategy has extended the duration of its securities portfolio and continually evaluates the combined benefit of increased interest income and reduced effective income tax rate and the impact on interest rate risk.

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

INTEREST EXPENSE

Interest expense for the first quarter of 2017 increased 27% from the first quarter of 2016. The acquisition of CSB contributed to this increase. Additionally, the Company has rate sensitive deposits with select customers that have repriced with the increase in certain market interest rates.

Management has placed a strong focus on reducing the reliance on long-term wholesale funding as it tends to be higher in cost than deposits. Several balance sheet restructuring strategies were executed in 2016. Refer to Notes 10 and 11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for additional details.

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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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 $2.1 million for the first quarter of 2017, which was flat from the same quarter of the prior year. This provision, when coupled with net charge-offs of $803 thousand, increased the Company’s allowance to $32.1 million at March 31, 2017. As of March 31, 2017, the Company’s allowance to total loans/leases was 1.32%, which was up from 1.28% at December 31, 2016 and down from 1.46% at March 31, 2016, respectively.

In accordance with GAAP for business combination accounting, the loans acquired through the acquisition of CSB were recorded at market value; therefore, there was no allowance associated with CSB’s loans at acquisition. Management continues to evaluate the allowance needed on the acquired CSB loans factoring in the net remaining discount ($8.0 million at March 31, 2017). 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 1.32% to 1.64%.

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

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NONINTEREST INCOME

The following tables set forth the various categories of noninterest income for the three months ended March 31, 2017 and 2016.

	Three Months Ended
	March 31, 2017		March 31, 2016		$ Change			% Change

Trust department fees	$	1,740,207		1,575,907	$	164,300			10.4	%
Investment advisory and management fees		961,599		658,385		303,214			46.1
Deposit service fees		1,316,390		931,079		385,311			41.4
Gains on sales of residential real estate loans		96,323		60,386		35,937			59.5
Gains on sales of government guaranteed portions of loans		950,641		878,528		72,113			8.2
Swap fee income		113,520		856,958		(743,438	)		(86.8	)
Securities gains, net		-		358,480		(358,480	)		(100.0	)
Earnings on bank-owned life insurance		469,687		393,609		76,078			19.3
Debit card fees		702,801		307,651		395,150			128.4
Correspondent banking fees		245,189		302,130		(56,941	)		(18.8	)
Other		687,397		499,360		188,037			37.7
Total noninterest income	$	7,283,754	$	6,822,473	$	461,281			6.8	%

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 2017 coupled with strong growth in assets under management, trust department fees increased 10%, comparing the first quarter of 2017 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 recently started offering trust operations services to correspondent banks.

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 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. And, similar to the trust department, the Company has had some success in expanding its customer base. Due to favorable market conditions in early 2017, investment advisory and management fees increased 46%, comparing the first quarter of 2017 to the same period of the prior year. The acquisition of CSB also contributed to this increase, as they had an established investment advisory and management services department at acquisition.

Deposit service fees expanded 41% comparing the first quarter of 2017 to the same period of the prior year. This increase was the result of the acquisition of CSB. 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 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Gains on sales of residential real estate loans increased 60% when comparing the first quarter of 2017 to the same period of the prior year. The increase was attributable to the acquisition of CSB. Overall, with the 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 become a much smaller contributor to overall noninterest income.

The Company’s gains on the sale of government-guaranteed portions of loans for the first quarter of 2017 increased 8%, compared to the first quarter of 2016. Given the nature of these gains, large fluctuations can happen from quarter-to-quarter and year-to-year. Results for the most recent quarter are reflective of the strong demand for these types of loans. 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. 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. The Company has added additional talent and is executing on strategies in an effort to make this a more consistent and larger source of revenue. The pipelines for SBA and USDA lending are strong, and management believes that the Company will continue to have success in this category.

As a result of the low interest rate environment, the Company was able to execute numerous interest rate swaps on select commercial loans over the past two 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. Swap fee income totaled $114 thousand for the first quarter of 2017, compared to $857 thousand for the first quarter of 2016. Due to the rate environment in the first quarter of 2017, interest rate swap executions were minimal. Future levels of swap fee income are dependent upon prevailing interest rates.

The Company did not sell any securities gains during the first quarter of 2017. Securities gains were $358 thousand for the first quarter of 2016. The Company took advantage of market opportunities by selling approximately $55.5 million of investments that were low-yielding during the quarter ending March 31, 2016. Proceeds were then used to purchase higher-yielding bonds with a modest duration extension and to fund loan and lease growth.

Earnings on BOLI increased 19% comparing the first quarter of 2017 to the first quarter of 2016. There were no purchases of BOLI within the last twelve 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 in the first quarter of 2016 resulted in a slight loss on this variable policy, whereas, equity performance in the first quarter of 2017 was strong and resulted in a gain. This swing accounted for the majority of the increase year-over-year. 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Debit card fees are the interchange fees paid on certain debit card customer transactions. Debit card fees increased 128% comparing the first quarter of 2017 to the first quarter of the prior year. The primary reason for the increase was the addition of CSB. CSB has a large retail customer base, therefore, has significant interchange revenue. Additionally, 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 deposit product with a higher interest rate that incentivizes debit card activity.

Correspondent banking fees decreased 19% comparing the first quarter of 2017 to the first quarter of the prior year. As correspondent bank deposit balances rise, they receive a higher earnings credit, which then reduces the direct fees that the Company receives. 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 noninterest bearing deposits that can be used to fund loan growth as well as a steady source of fee income. The Company now serves approximately 183 banks in Iowa, Illinois and Wisconsin.

NONINTEREST EXPENSE

The following tables set forth the various categories of noninterest expense for the three months ended March 31, 2017 and 2016.

	Three Months Ended
	March 31, 2017		March 31, 2016		$ Change			% Change

Salaries and employee benefits	$	13,307,331		10,800,907	$	2,506,424			23.2	%
Occupancy and equipment expense		2,502,219		1,826,988		675,231			37.0
Professional and data processing fees		2,083,392		1,447,413		635,979			43.9
FDIC insurance, other insurance and regulatory fees		621,242		634,365		(13,123	)		(2.1	)
Loan/lease expense		293,538		162,819		130,719			80.3
Net cost of operations of other real estate		14,230		102,183		(87,953	)		(86.1	)
Advertising and marketing		609,431		386,259		223,172			57.8
Bank service charges		423,901		415,931		7,970			1.9
Losses on debt extinguishment, net		-		83,197		(83,197	)		(100.0	)
Correspondent banking expense		198,351		176,989		21,362			12.1
Other		1,219,482		917,447		302,035			32.9
Total noninterest expense	$	21,273,117	$	16,954,498	$	4,318,619			25.5	%

Management places a strong emphasis on overall cost containment and is committed to improving the Company’s general efficiency. Most expenses were higher in the first quarter of 2017 compared to 2016 as a result of acquiring CSB as the Company’s fourth bank charter.

Salaries and employee benefits, which is the largest component of noninterest expense, increased from the first quarter of 2016 to the first quarter of 2017 by 23%. This increase is primarily related to the acquisition of CSB.

Occupancy and equipment expense increased 37%, comparing the first quarter of 2017 to the same period of the prior year. The increased expense was mostly due to the addition of CSB.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Professional and data processing fees increased 44%, comparing the first quarter of 2017 to the same period in 2016. This increased expense was mostly due to the addition of CSB. Generally, professional and data processing fees can fluctuate depending on certain one-time project costs. Management will continue to focus on minimizing such one-time costs and driving recurring costs down through contract renegotiation or managed reduction in activity where costs are determined on a usage basis.

FDIC and other insurance expense decreased 2%, comparing the first quarter of 2017 to the first quarter of 2016. The decrease in expense was due to a decrease in the assessment rate designated by the FDIC partially offset by the acquisition of CSB.

Loan/lease expense increased 80%, comparing the first quarter of 2017 to the same quarter of 2016. The Company incurred elevated levels of expense in the first quarter of 2017 for certain existing NPLs in connection with the work-out of these loans. 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 costs of operations of other real estate totaled $14 thousand for the first quarter of 2017, compared to $102 thousand for the first quarter of 2016. Occupancy rates for one of the OREO properties managed by the Company have improved over the past year, increasing cash flow from that property and reducing net operating costs.

Bank service charges, a large portion of which includes indirect costs incurred to provide services to QCBT’s correspondent banking customer portfolio, increased 2% from the first quarter of 2016 to the first quarter of 2017. 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.

In the first three months of 2016, the Company incurred $83 thousand of losses on debt extinguishment, net. This amount included $1.3 million of losses related to the prepayment of certain FHLB advances and whole structured repurchase agreements, as well as a $1.2 million gain recognized through the repurchase of trust preferred securities.

Correspondent banking expense was up 12% when comparing the first quarter of 2017 to the first quarter of 2016 due to both increases in volume and increases 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

INCOME TAXES

In the first quarter of 2017, the Company incurred income tax expense of $2.4 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, 2017 and 2016.

	For the Three Months Ended March 31,
	2017						2016
				% of						% of
				Pretax						Pretax
	Amount			Income			Amount			Income

Computed "expected" tax expense	$	4,051,044			35.0	%	$	2,937,379			35.0	%
Tax exempt interest income		(1,305,427	)		(11.3	)		(966,318	)		(11.5	)
Bank-owned life insurance		(164,391	)		(1.4	)		(137,763	)		(1.6	)
State income taxes, net of federal benefit, current year		408,325			3.5			266,908			3.2
Excess tax benefit on stock options exercised and restricted stock awards vested *		(533,322	)		(4.6	)		-			-
Other		(66,783	)		(0.6	)		(81,183	)		(1.0	)
Federal and state income tax expense	$	2,389,446			20.6	%	$	2,019,023			24.1	%

* As a result of the implementation of ASU 2016-09 effective January 1, 2017, the excess tax benefit on stock options exercised and restricted stock awards vested is now recorded as an adjustment to income tax expense in the income statement. Previously, the excess tax benefit was recorded as an adjustment to equity.

The effective tax rate for the quarter ended March 31, 2017 was 20.6% which was a decrease from the effective tax rate of 24.1% for the quarter ended March 31, 2016. This shift was primarily due to the implementation of ASU 2016-09, which resulted in a tax benefit of $533 thousand for the first quarter of 2017.

FINANCIAL CONDITION

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

	As of
	March 31, 2017					December 31, 2016					March 31, 2016
	(dollars in thousands)

	Amount		%			Amount		%			Amount		%
Cash and due from banks	$	56,326		2	%	$	70,570		2	%	$	44,931		2	%
Federal funds sold and interest-bearing deposits		173,219		5	%		86,206		3	%		57,229		2	%
Securities		557,646		16	%		574,022		19	%		537,317		20	%
Net loans/leases		2,403,791		71	%		2,374,730		70	%		1,846,428		70	%
Other assets		190,031		6	%		196,416		6	%		154,768		6	%
Total assets	$	3,381,013		100	%	$	3,301,944		100	%	$	2,640,673		100	%

Total deposits	$	2,805,931		83	%	$	2,669,261		74	%	$	1,989,573		71	%
Total borrowings		231,534		7	%		290,952		14	%		347,901		18	%
Other liabilities		47,708		1	%		55,690		2	%		68,056		2	%
Total stockholders' equity		295,840		9	%		286,041		10	%		235,143		9	%
Total liabilities and stockholders' equity	$	3,381,013		100	%	$	3,301,944		100	%	$	2,640,673		100	%

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

During the first quarter of 2017, the Company’s total assets increased $79.1 million, or 2%, to a total of $3.4 billion. Total gross loans and leases grew $30.4 million. This loan and lease growth was funded by deposits, which increased $136.7 million in the first quarter of 2017. This deposit growth also allowed the Company to further reduce borrowings by $59.4 million in the first quarter of 2017. Stockholders’ equity increased $9.8 million, or 3%, in the current quarter due to net retained income.

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. 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, 2017						December 31, 2016						March 31, 2016
	Amount			%			Amount			%			Amount			%
	(dollars in thousands)

U.S. govt. sponsored agency securities	$	47,556			9	%	$	46,084			8	%	$	132,742			25	%
Municipal securities		356,776			64	%		374,463			65	%		285,009			53	%
Residential mortgage-backed and related securities		147,504			26	%		147,702			26	%		116,452			22	%
Other securities		5,810			1	%		5,773			1	%		3,114			0	%
	$	557,646			100	%	$	574,022			100	%	$	537,317			100	%

Securities as a % of total assets		16.49	%					17.38	%					20.35	%
Net unrealized gains (losses) as a % of amortized cost		(0.79	)%					(0.87	)%					1.05	%
Duration (in years)		6.1						6.0						5.2
Yield on investment securities (tax equivalent)		3.73	%					3.56	%					3.42	%

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 stayed relatively flat in the current quarter, as compared to December 31, 2016.

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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

LOANS/LEASES

Total loans/leases grew 5.0% on an annualized basis during the first three months of 2017. The mix of the loan/lease types within the Company’s loan/lease portfolio is presented in the following table.

	As of
	March 31, 2017						December 31, 2016						March 31, 2016
	Amount			%			Amount			%			Amount			%

	(dollars in thousands)

C&I loans	$	851,578			35	%	$	827,637			34	%	$	682,057			37	%
CRE loans		1,106,842			46	%		1,093,459			46	%		766,159			41	%
Direct financing leases		159,368			7	%		165,419			7	%		172,774			9	%
Residential real estate loans		231,326			9	%		229,233			10	%		173,096			9	%
Installment and other consumer loans		78,771			3	%		81,666			3	%		71,842			4	%
Total loans/leases	$	2,427,885			100	%	$	2,397,414			100	%	$	1,865,928			100	%
Plus deferred loan/lease origination costs, net of fees		7,965						8,073						7,895
Less allowance		(32,059	)					(30,757	)					(27,395	)
Net loans/leases	$	2,403,791					$	2,374,730					$	1,846,428

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, 2017 and December 31, 2016, respectively, approximately 29% and 30% 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 $23.9 million in the current quarter, or an annualized rate of 12%.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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,
	2017					2016					2016
	Amount		%			Amount		%			Amount		%

	(dollars in thousands)

Lessors of Nonresidential Buildings	$	327,077		30	%	$	322,337		30	%	$	277,822		36	%
Lessors of Residential Buildings		147,335		13	%		141,321		13	%		99,104		13	%
New Housing For-Sale Builders		57,733		5	%		56,711		5	%		5,346		1	%
Nonresidential Property Managers		57,112		5	%		70,914		7	%		17,003		2	%
Land Subdivision		47,254		4	%		45,132		4	%		18,467		2	%
Hotels		37,998		4	%		35,006		3	%		19,694		3	%
Nursing Care Facilities		34,611		3	%		34,768		3	%		13,807		2	%
New Multifamily Housing Construction		26,915		2	%		24,146		2	%		11,669		1	%
Lessors of Other Real Estate Property		20,989		2	%		25,664		2	%		21,895		3	%
Other *		349,818		32	%		337,460		31	%		281,352		37	%

Total CRE Loans	$	1,106,842		100	%	$	1,093,459		100	%	$	766,159		100	%

* “Other” consists of all other industries. None of these had concentrations greater than $22.0 million, or approximately 2% of total CRE loans in the most recent period presented.

The Company’s residential real estate loan portfolio consists of 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 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. In addition, the Company has not originated any subprime, Alt-A, no documentation, or stated income residential real estate loans throughout its history.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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,
	2017					2016					2016
	Amount		%			Amount		%			Amount		%

	(dollars in thousands)

Manufacturing - General	$	18,067		9	%	$	17,434		8	%	$	16,275		8	%
Construction - General		17,914		9	%		16,815		8	%		13,734		7	%
Trucks & Vans		14,657		7	%		13,806		7	%		7,993		4	%
Food Processing Equipment		14,102		7	%		14,316		7	%		14,224		7	%
Computer Hardware		10,094		5	%		10,443		5	%		9,552		5	%
Trailers		9,465		5	%		10,003		5	%		6,389		3	%
Marine - Travelifts		8,132		4	%		8,180		4	%		7,663		4	%
Restaurant		7,841		4	%		7,950		4	%		7,472		4	%
Manufacturing - CNC		6,812		3	%		7,164		3	%		8,675		4	%
Furniture		6,259		3	%	$	6,945		3	%	$	6,002		3	%
Other		95,116		46	%		97,989		46	%		107,235		52	%
Total m2 loans and leases		208,459		100	%		211,045		100	%		205,214		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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

ALLOWANCE FOR ESTIMATED LOSSES ON LOANS/LEASES

Changes in the allowance for the three months ended March 31, 2017 and 2016 are presented as follows:

	Three Months Ended
	March 31, 2017			March 31, 2016

	(dollars in thousands)

Balance, beginning	$	30,757		$	26,141
Provisions charged to expense		2,105			2,073
Loans/leases charged off		(893	)		(868	)
Recoveries on loans/leases previously charged off		90			49
Balance, ending	$	32,059		$	27,395

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” 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.

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

	As of
Internally Assigned Risk Rating *	March 31, 2017			December 31, 2016			March 31, 2016

	(dollars in thousands)

Special Mention (Rating 6)	$	22,841		$	20,082		$	28,065
Substandard (Rating 7)		50,810			49,035			38,273
Doubtful (Rating 8)		-			-			-
	$	73,651		$	69,117		$	66,338


Criticized Loans **	$	73,651		$	69,117		$	66,338
Classified Loans ***	$	50,810		$	49,035		$	38,273

Criticized Loans as a % of Total Loans/Leases		3.02	%		2.87	%		3.54	%
Classified Loans as a % of Total Loans/Leases		2.09	%		2.04	%		2.04	%

* 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The Company experienced a modest increase in both criticized and classified loans during the first three months of 2017; however, as shown below, these increases did not translate to increased NPLs. 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, 2017			December 31, 2016			March 31, 2016

Allowance / Gross Loans/Leases		1.32	%		1.28	%		1.46	%
Allowance / NPLs *		149.89	%		144.85	%		228.75	%

*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, 2017 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.

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

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NONPERFORMING ASSETS

The table below presents the amounts of NPAs.

	As of March 31,			As of December 31,			As of March 31,
	2017			2016			2016

	(dollars in thousands)

Nonaccrual loans/leases (1) (2)	$	14,205		$	13,919		$	10,772
Accruing loans/leases past due 90 days or more		955			967			47
TDRs - accruing		6,229			6,347			1,157
Total NPLs		21,389			21,233			11,976
OREO		5,625			5,523			6,680
Other repossessed assets		285			202			46
Total NPAs	$	27,299		$	26,958		$	18,702

NPLs to total loans/leases		0.88	%		0.88	%		0.64	%
NPAs to total loans/leases plus repossessed property		1.12	%		1.12	%		0.99	%
NPAs to total assets		0.81	%		0.82	%		0.71	%
Texas ratio (3)		8.78	%		9.09	%		7.23	%

(1)

Includes government guaranteed portion of loans, as applicable.

(2)

Includes TDRs of $2.4 million at March 31, 2017, $2.3 million at December 31, 2016, and $1.6 million at March 31, 2016.

(3)

Texas Ratio = Nonperforming Assets (excluding Other Repossessed Assets) / Tangible Equity plus Allowance. Texas Ratio is a non-GAAP financial measure. See GAAP to Non-GAAP Reconciliations for more information.

NPAs at March 31, 2017 were $27.3 million, which were relatively flat from December 31, 2016 and up $8.6 million from March 31, 2016. This increase was the result of two large credits added in the fourth quarter of 2016.

The ratio of NPAs to total assets was 0.81% at March 31, 2017, which was flat from 0.82% at December 31, 2016, and up from 0.71% at March 31, 2016.

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 top priority for management.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

DEPOSITS

Deposits increased $136.7 million during the first quarter of 2017. The table below presents the composition of the Company’s deposit portfolio.

	As of
	March 31, 2017					December 31, 2016					March 31, 2016

	(dollars in thousands)

	Amount		%			Amount		%			Amount		%
Noninterest bearing demand deposits	$	777,150		28	%	$	797,415		30	%	$	641,859		32	%
Interest bearing demand deposits		1,486,047		53	%		1,369,226		51	%		916,455		46	%
Time deposits		458,170		16	%		439,169		17	%		331,786		17	%
Brokered deposits		84,564		3	%		63,451		2	%		99,473		5	%
	$	2,805,931		100	%	$	2,669,261		100	%	$	1,989,573		100	%

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 the first quarter of 2017.

Quarter-end balances can greatly fluctuate due to large customer and correspondent bank activity. Management will continue to focus on growing its noninterest bearing 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.

BORROWINGS

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

	As of
	March 31, 2017		December 31, 2016		March 31, 2016

	(dollars in thousands)

Overnight repurchase agreements with customers	$	7,170	$	8,131	$	52,153
Federal funds purchased		12,300		31,840		11,870
	$	19,470	$	39,971	$	64,023

The Company is nearing the completion of a process to transition its overnight repurchase agreements with customers into a comparable interest bearing demand deposit product that offers full FDIC insurance. This transition has freed up securities that were previously pledged as collateral to the overnight repurchase agreements with customers and has enhanced the Company’s ability to further rotate its earning assets from securities to loans.

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. 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

	As of
	March 31, 2017		December 31, 2016		March 31, 2016

	(dollars in thousands)

Term FHLB advances	$	59,000	$	63,000	$	80,000
Overnight FHLB advances		47,550		74,500		70,500
	$	106,550	$	137,500	$	150,500

Term FHLB advances decreased in the current quarter due to a small maturity of $4.0 million. Overnight FHLB advances have decreased, as the Company grows core deposits and has less need for alternative funding.

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

	As of
	March 31, 2017		December 31, 2016		March 31, 2016

	(dollars in thousands)

Wholesale structured repurchase agreements	$	45,000	$	45,000	$	100,000
Term note		27,000		30,000		-
Revolving line of credit		-		5,000		-
	$	72,000	$	80,000	$	100,000

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.

As described in Note 11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, the Company has an outstanding five-year term note and revolving line of credit. As of March 31, 2017, the term debt had been paid down to $27.0 million. Also, in the first quarter of 2017, the Company paid off the full outstanding amount of the revolving line of credit. As of March 31, 2017, the full $10.0 million line of credit was available.

The Company executed several balance sheet restructuring strategies in 2016. Refer to Note 11 of the Annual Report on Form 10-K for the year ended December 31, 2016 for addition information regarding these prepayments.

It is management’s intention to continue 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.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

	March 31, 2017					December 31, 2016
			Weighted					Weighted
			Average					Average
Maturity:	Amount Due		Interest Rate			Amount Due		Interest Rate

	(dollar amounts in thousands)

Year ending December 31:
2017		155,705		1.05	%		165,543		0.91	%
2018		38,459		2.70			38,459		2.70
2019		16,950		2.65			16,950		2.65
2020		25,000		2.66			25,000		2.66
Total Wholesale Funding	$	236,114		1.38	%	$	245,952		1.38	%

During the first three months of 2017, wholesale funding decreased $9.8 million. Year-to-date, the Company has repaid $21.2 million of borrowings at maturity. Offsetting these reductions in wholesale borrowings was a net increase in brokered deposits of $38.4 million, all with maturities less than one year. Short-term borrowings from the FHLB decreased $27.0 million since December 31, 2016.

STOCKHOLDERS’ EQUITY

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

	As of
	March 31, 2017			December 31, 2016			March 31, 2016
	Amount			Amount			Amount

	(dollars in thousands)

Common stock	$	13,161		$	13,107		$	11,815
Additional paid in capital		157,582			156,777			124,058
Retained earnings		127,145			118,617			98,868
AOCI (loss)		(2,048	)		(2,460	)		402
Total stockholders' equity	$	295,840		$	286,041		$	235,143

TCE* / TA		8.20	%		8.04	%		8.74	%

*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.

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 $168.9 million during the first quarter of 2017 and $139.5 million during the full year of 2016. 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, 2017, the subsidiary banks had 34 lines of credit totaling $395.7 million, of which $33.7 million was secured and $362.0 million was unsecured. At March 31, 2017, $395.7 million was available.

At December 31, 2016, the subsidiary banks had 33 lines of credit totaling $381.4 million, of which $34.4 million was secured and $347.0 million was unsecured. At December 31, 2016, $361.4 million was available as $20.0 million was utilized for short-term borrowing needs at QCBT.

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, 2017. At March 31, 2017, the full $10.0 was available.

As of March 31, 2017, the Company has $442.4 million in correspondent banking deposits spread over 183 relationships. While the Company feels that these funds are very 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 $102.6 million during the first three months of 2017, compared to $14.5 million for the same period of 2016. The net increase in interest-bearing deposits at financial institutions was $93.5 for the first three months of 2017, compared to $5.2 million for the same period of 2016. Proceeds from calls, maturities, paydowns, and sales of securities were $25.9 million for the first three months of 2017, compared to $109.5 million for the same period of 2016. Purchases of securities used cash of $12.1 million for the first three months of 2017, compared to $45.1 million for the same period of 2016. The net increase in loans/leases used cash of $29.2 million for the first three months of 2017 compared to $76.3 million for the same period of 2016.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Financing activities provided cash of $77.5 million for the first three months of 2017, compared to $12.6 million for same period of 2016. Net increases in deposits totaled $136.7 million for the first three months of 2017, compared to $108.9 million for the same period of 2016. During the first three months of 2017, the Company’s short-term borrowings decreased $20.5 million, while they decreased $80.6 million for the same period of 2016. In the first three months of 2017, the Company reduced FHLB advances and other borrowings by $39.0 million through a mixture of maturities, scheduled payments and the net change in short-term borrowings. In the first three months of 2016, the Company reduced FHLB advances and borrowings by $32.2 million through a mixture of maturities, prepayments, and debt retirement. Additionally, short-term borrowings increased by $16.5 million in the first three months of 2016.

Total cash provided by operating activities was $10.8 million for the first three months of 2017, compared to $5.1 million for the same period of 2016.

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, 2017 and December 31, 2016.

Name	Date Issued	Amount Outstanding March 31, 2017		Amount Outstanding December 31, 2016		Interest Rate	Interest Rate as of March 31, 2017			Interest Rate as of December 31, 2016

QCR Holdings Statutory Trust II	February 2004	$	10,310,000	$	10,310,000	2.85% over 3-month LIBOR		3.85	%		3.85	%
QCR Holdings Statutory Trust III	February 2004		8,248,000		8,248,000	2.85% over 3-month LIBOR		3.85	%		3.85	%
QCR Holdings Statutory Trust V	February 2006		10,310,000		10,310,000	1.55% over 3-month LIBOR		2.57	%		2.43	%
Community National Statutory Trust II	September 2004		3,093,000		3,093,000	2.17% over 3-month LIBOR		3.32	%		3.17	%
Community National Statutory Trust III	March 2007		3,609,000		3,609,000	1.75% over 3-month LIBOR		2.88	%		2.71	%
		$	35,570,000	$	35,570,000	Weighted Average Rate		3.33	%		3.26	%

The Company assumed the trust preferred securities originally issued by Community National in connection with its acquisition in May 2013. 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. The original discount totaled $2.6 million. As of March 31, 2017, the remaining discount was $2.1 million.

The Company filed a universal shelf registration statement on Form S-3 with the SEC on October 27, 2016, as amended on January 11, 2017. Declared effective by the SEC on January 31, 2017, the registration statement allows the Company to offer and sell various types of securities, including common stock, preferred stock, debt securities and/or warrants, from time to time up to an aggregate amount of $100 million. The Company utilized $30.1 million of its $100 million previous shelf registration filing through the offer and sale of its common stock in the second quarter of 2016 to help fund the acquisition of CSB. This Form S-3 filing replenished the amount available to the previous level of $100 million. The specific terms and prices of any securities offered pursuant to the registration statement will be determined at the time of any future offering and described in a separate prospectus supplement, which would be filed with the SEC at the time of the particular offering, if any. There were no securities issued under this shelf registration statement during the quarter ended March 31, 2017.

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995. 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 which could have a material adverse effect on the Company’s operations and future prospects are detailed in the “Risk Factors” sections included under Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and Item 1A of Part II of this report. In addition to the risk factors described in that section, there are other factors that may impact any public company, including the Company, which could have a material adverse effect on the Company’s operations and future prospects of the Company and its subsidiaries. One should not consider the risk factors to be a complete discussion of risks, uncertainties and assumptions.

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

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.

Part I

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, 2017			As of December 31, 2016			As of December 31, 2015

100 basis point downward shift		-10.0	%		-1.5	%		-1.7	%		-2.1	%
200 basis point upward shift		-10.0	%		-0.9	%		-1.2	%		-2.7	%
300 basis point upward shock		-25.0	%		-0.8	%		-1.4	%		-7.1	%

The simulation is 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, 2017 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.

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, 2017. 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.

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 2016 Annual Report on Form 10-K. 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

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, 2017 and December 31, 2016; (ii) Consolidated Statements of Income for the three months ended March 31, 2017 and March 31, 2016; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and March 31, 2016; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2017 and March 31, 2016; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and March 31, 2016; and (vi) Notes to the Consolidated Financial Statements.

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, 2017	/s/ Douglas M. Hultquist
		Douglas M. Hultquist, President
		Chief Executive Office

Date	May 9, 2017	/s/ Todd A. Gipple
		Todd A. Gipple, Executive Vice President
		Chief Operating Officer
		Chief Financial Officer

Date	May 9, 2017	/s/ Elizabeth A. Grabin
		Elizabeth A. Grabin, Vice President
		Controller & Director of Financial Reporting
		Principal Accounting Officer