U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019.

Commission file number: 0‑22208

QCR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	42‑1397595
(State of incorporation)	(I.R.S. Employer Identification No.)

3551 7th Street, Moline, Illinois 61265

(Address of principal executive offices)

(309) 736‑3580

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	QCRH	The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Exchange Act:

Preferred Share Purchase Rights

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  [ ]  No  [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes  [ ]  No  [ X ]

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 past 90 days.  Yes  [ X ]  No  [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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, a smaller reporting company, or an emerging growth 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.

Large accelerated filer [ ] Accelerated filer  [X] Non-accelerated filer [  ] Smaller reporting company [  ] Emerging growth company [  ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes  [   ]  No  [ X ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sales price quoted on The Nasdaq Global Market on June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $522,033,613.

As of February 28, 2020 the Registrant had outstanding 15,867,838 shares of common stock, $1.00 par value per share.

Documents incorporated by reference:

Part III of Form 10‑K  incorporates by reference portions of the proxy statement for annual meeting of stockholders to be held in May 2020.

QCR HOLDINGS, INC. AND SUBSIDIARIES

INDEX

			Page Number(s)
Part I
	Item 1.	Business	4
	Item 1A.	Risk Factors	12
	Item 1B.	Unresolved Staff Comments	25
	Item 2.	Properties	25
	Item 3.	Legal Proceedings	25
	Item 4.	Mine Safety Disclosures	25
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
	Item 6.	Selected Financial Data	28
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
		General	29
		Executive Overview	29
		Long-Term Financial Goals	30
		Strategic Developments	31
		GAAP to Non-GAAP Reconciliations	32
		Net Interest Income and Margin (Tax Equivalent Basis)(Non-GAAP)	34
		Critical Accounting Policies	36
		Results of Operations	38
		Interest Income	38
		Interest Expense	38
		Provision for Loan/Lease Losses	38
		Noninterest Income	39
		Noninterest Expenses	41
		Income Tax Expense	42
		Financial Condition	43
		Overview	43
		Investment Securities	43
		Loans/Leases	44
		Allowance for Estimated Losses on Loans/Leases	45
		Nonperforming Assets	48
		Deposits	48
		Short-Term Borrowings	49
		FHLB Advances and Other Borrowings	49
		Subordinated Notes	50
		Stockholders’ Equity	50
		Liquidity and Capital Resources	51
		Commitments, Contingencies, Contractual Obligations, and Off-Balance Sheet Arrangements	52
		Impact of Inflation and Changing Prices	53
		Forward-Looking Statements	53
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	54
	Item 8.	Consolidated Financial Statements	56
		Consolidated Balance Sheets as of December 31, 2019 and 2018	58
		Consolidated Statements of Income for the years ended December 31, 2019, 2018 and   2017	59

2

		Consolidated Statements of Comprehensive Income for the years ended December 31,    2019, 2018 and 2017	60
		Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017	61
		Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017	62
		Notes to Consolidated Financial Statements	64
		Note 1 Nature of Business and Significant Accounting Policies	64
		Note 2 Sales/Mergers/Acquisitions	79
		Note 3 Investment Securities	88
		Note 4 Loans/Leases Receivable	92
		Note 5 Premises and Equipment	103
		Note 6 Goodwill and Intangibles	105
		Note 7 Derivatives and Hedging Activities	107
		Note 8 Deposits	109
		Note 9 Short-Term Borrowings	110
		Note 10 FHLB Advances	111
		Note 11 Other Borrowings and Unused Lines of Credit	112
		Note 12 Subordinated Notes	113
		Note 13 Junior Subordinated Debentures	114
		Note 14 Federal and State Income Taxes	114
		Note 15 Employee Benefit Plans	117
		Note 16 Stock-Based Compensation	118
		Note 17 Regulatory Capital Requirements and Restrictions on Dividends	120
		Note 18 Earnings Per Share	122
		Note 19 Commitments and Contingencies	123
		Note 20 Quarterly Results of Operations (Unaudited)	124
		Note 21 Parent Company Only Financial Statements	125
		Note 22 Fair Value	128
		Note 23 Business Segment Information	131
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	132
	Item 9A.	Controls and Procedures	132
	Item 9B.	Other Information	135
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	136
	Item 11.	Executive Compensation	136
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	136
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	136
	Item 14.	Principal Accountant Fees and Services	137
Part IV
	Item 15.	Exhibits and Financial Statement Schedules	138
	Item 16.	Form 10‑K Summary	142
		Signatures	143
		Appendix A. Supervision and Regulation	145
		Appendix B. Guide 3 Information	156

Throughout the Notes to the Consolidated Financial Statements, Management's Discussion and Analysis of Financial Condition and Results of Operations, and remaining sections of this Form 10-K (including appendices), we use certain acronyms and abbreviations, as defined in Note 1 to the Consolidated Financial Statements.

3

Part I

Item 1.    Business

General. QCR Holdings, Inc. is a multi-bank holding company headquartered in Moline, Illinois, that was formed in February 1993 under the laws of the state of Delaware. In 2016, the Company elected to operate as a financial holding company under the BHCA. The Company serves the Quad Cities, Cedar Rapids, Waterloo/Cedar Falls, Des Moines/Ankeny and Springfield communities through the following four wholly-owned banking subsidiaries (collectively, the “Banks”), which provide full-service commercial and consumer banking and trust and asset management services:

· QCBT, which is based in Bettendorf, Iowa, and commenced operations in 1994;

· CRBT, which is based in Cedar Rapids, Iowa, and commenced operations in 2001;

· CSB, which is based in Ankeny, Iowa, and was acquired in 2016; and

· SFC Bank, which is based in Springfield, Missouri, and was acquired in 2018.

On November 30, 2019, the Company sold substantially all of the assets and transferred substantially all of the deposits and certain other liabilities of the Company’s wholly-owned subsidiary, RB&T.  Prior to this time, the Company provided full service banking services to the Rockford community.

On October 1, 2018, the Company acquired the Bates Companies, headquartered in Rockford, Illinois.   The acquisition of the Bates Companies has enhanced the wealth management services of the Company.

On July 1, 2018, the Company merged with Springfield Bancshares, the holding company of SFC Bank, headquartered in Springfield, Missouri.  From that time, the Company has operated SFC Bank as an independent banking subsidiary.

See Note 2 to the Consolidated Financial Statements for further discussion on mergers, acquisitions and sales.

The Company engages in direct financing lease contracts through m2, a wholly-owned subsidiary of QCBT based in Brookfield, Wisconsin.

Subsidiary Banks. Segments of the Company have been established by management as 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 secondary segments which correspond to the four subsidiary banks wholly-owned by the Company: QCBT, CRBT, CSB and SFC Bank. See the Consolidated Financial Statements incorporated herein generally, and Note 23 to the Consolidated Financial Statements specifically, for additional business segment information.

QCBT was capitalized on October 13, 1993, and commenced operations on January 7, 1994. QCBT is an Iowa-chartered commercial bank that is a member of the Federal Reserve System. QCBT provides full service commercial, correspondent, and consumer banking and trust and asset management services in the Quad Cities and adjacent communities through its five offices that are located in Bettendorf and Davenport, Iowa and in Moline, Illinois. QCBT, on a consolidated basis with m2, had total segment assets of $1.68 billion and $1.62 billion as of December 31, 2019 and 2018, respectively.

CRBT is an Iowa-chartered commercial bank that is a member of the Federal Reserve System. The Company commenced operations in Cedar Rapids in June 2001, operating as a branch of QCBT. The Cedar Rapids branch operation then began functioning under the CRBT charter in September 2001. Acquired branches of CNB operate as a division of CRBT under the name “Community Bank & Trust.”  CRBT provides full-service commercial and consumer banking and trust and asset management services to Cedar Rapids, Marion and Waterloo/Cedar Falls, Iowa and adjacent communities through its eight facilities. The headquarters for CRBT is located in downtown Cedar Rapids with three other branches located in Cedar Rapids, one branch in Marion, two branches located in Waterloo and one branch located in Cedar Falls. CRBT had total segment assets of $1.57 billion and $1.38 billion as of December 31, 2019 and 2018, respectively.

CSB is an Iowa-chartered commercial bank that is a member of the Federal Reserve System. CSB was acquired by the Company in 2016. CSB provides full-service commercial and consumer banking to Des Moines, Iowa and adjacent communities through its headquarters located in Ankeny, Iowa and its nine other branch facilities throughout the greater Des Moines area. CSB had total segment assets of $853.8 million and $785.4 million as of December 31, 2019 and 2018, respectively.

4

SFC Bank is a Missouri-chartered commercial bank that is a member of the Federal Reserve System. SFC Bank was acquired by the the Company in 2018 through a merger with Springfield Bancshares.  SFC Bank provides full-service commercial and consumer banking to the Springfield, Missouri area through its headquarters located on Glenstone Avenue in Springfield and its branch facility located on East Primrose in Springfield.  SFC Bank had total segment assets of $748.8 million and $632.8 million as of December 31, 2019 and 2018, respectively.

Other Operating Subsidiaries. m2, which is based in Brookfield, Wisconsin, is engaged in the business of leasing machinery and equipment to C&I businesses under direct financing lease contracts.  The Bates Companies, which are based in Rockford, Illinois, are engaged in the business of wealth management services.

Trust Preferred Subsidiaries. Following is a listing of the Company’s non-consolidated subsidiaries formed for the issuance of trust preferred securities, including pertinent information as of December 31, 2019 and 2018:

		Amount Outstanding		Amount Outstanding			Interest		Interest
		as of		as of			Rate as of		Rate as of
Name	Date Issued	December 31, 2019		December 31, 2018		Interest Rate	December 31, 2019		December 31, 2018
QCR Holdings Statutory Trust II	February 2004	$	10,310	$	10,310	2.85% over 3-month LIBOR	4.79	%	5.65	%
QCR Holdings Statutory Trust III	February 2004		8,248		8,248	2.85% over 3-month LIBOR	4.79	%	5.65	%
QCR Holdings Statutory Trust V	February 2006		10,310		10,310	1.55% over 3-month LIBOR	3.54	%	3.99	%
Community National Statutory Trust II	September 2004		3,093		3,093	2.17% over 3-month LIBOR	4.08	%	4.96	%
Community National Statutory Trust III	March 2007		3,609		3,609	1.75% over 3-month LIBOR	3.64	%	4.54	%
Guaranty Bankshares Statutory Trust I	May 2005		4,640		4,640	1.75% over 3-month LIBOR	3.64	%	4.54	%
		$	40,210	$	40,210	Weighted Average Rate	4.18	%	4.94	%

Securities issued by all of the trusts listed above mature 30 years from the date of issuance, but are all currently callable at par at any time. Interest rate reset dates vary by trust. 

Business. The Company’s principal business consists of attracting deposits and investing those deposits in loans/leases and securities. The deposits of the subsidiary banks are insured to the maximum amount allowable by the FDIC. The Company’s results of operations are dependent primarily on net interest income, which is the difference between the interest earned on its loans/leases and securities and the interest paid on deposits and borrowings. The Company’s operating results are affected by economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities, as described more fully in this Form 10‑K. Its operating results also can be affected by trust fees, investment advisory and management fees, deposit service charge fees, gains on the sale of residential real estate and government guaranteed loans, earnings from BOLI and other noninterest income. Operating expenses include employee compensation and benefits, occupancy and equipment expense, professional and data processing fees, advertising and marketing expenses, bank service charges, FDIC and other insurance, loan/lease expenses and other administrative expenses.

The Company and its subsidiaries collectively employed 697 and 755 FTEs at December 31, 2019 and 2018, respectively. The decrease in FTEs during 2019 was primarily the result of the sale of RB&T’S operations.

The Federal Reserve is the primary federal regulator of the Company, QCBT, CRBT, CSB and SFC Bank.  QCBT, CRBT and CSB are also regulated by the Iowa Superintendent of Banking and SFC Bank is regulated by the Missouri Division of Finance. The FDIC, as administrator of the DIF, also has regulatory authority over the subsidiary banks. See Appendix A for more information on the federal and state statutes and regulations that are applicable to the Company and its subsidiaries.

Lending/Leasing. The Company and its subsidiaries provide a broad range of commercial and retail lending/leasing and investment services to corporations, partnerships, individuals, and government agencies. The subsidiary banks actively market their services to qualified lending and deposit clients. Officers actively solicit the business of new clients entering their market areas as well as long-standing members of the local business community. The Company has an established lending/leasing policy which includes a number of underwriting factors to be considered in making a loan/lease, including, but not limited to, location, loan-to-value ratio, cash flow, collateral and the credit history of the borrower.

In accordance with Iowa regulation, the legal lending limit to one borrower for QCBT, CRBT and CSB, calculated as 15% of aggregate capital, was $26.7 million, $28.7 million, and $15.3 million, respectively, as of December 31, 2019. In accordance with Missouri regulation, the legal lending limit to one borrower for SFC Bank, calculated as 15% of aggregate capital, totaled $10.7 million as of December 31, 2019.

5

The Company recognizes the need to prevent excessive concentrations of credit exposure to any one borrower or group of related borrowers. As such, the Company has established an in-house lending limit, which is lower than each subsidiary bank’s legal lending limit, in an effort to manage individual borrower exposure levels.

The in-house lending limit is the maximum amount of credit each subsidiary bank will extend to a single borrowing entity or group of related entities. The Company implements a tiered approach, based on the risk rating of the borrower. Under the most recent in-house limit, total credit exposure to a single borrowing entity or group of related entities will not exceed the following, subject to certain exceptions:

	High Quality		Medium Quality		Low Quality
	(Risk Ratings 1-3)		(Risk Rating 4)		(Risk Ratings 5-8)
	(dollars in thousands)
QCBT	$	16,000	$	13,500	$	9,000
CRBT	$	14,500	$	12,000	$	8,000
CSB	$	9,500	$	8,000	$	5,500
SFC Bank	$	9,000	$	7,500	$	5,000
QCRH Consolidated	$	25,000	$	19,000	$	12,500

The QCRH Consolidated amount represents the maximum amount of credit that all affiliated banks, when combined, will extend to a single borrowing entity or group of related entities, subject to certain exceptions.

In addition, m2’s in-house lending limit is $1.0 million to a single leasing entity or group of related entities, subject to certain exceptions.

As part of the loan monitoring activity at the four subsidiary banks, credit administration personnel interact closely with senior bank management. For example, the internal loan committee of each subsidiary bank meets weekly. The Company has a separate in-house loan review function to analyze credits of the subsidiary banks.   To complement the in-house loan review, an independent third-party performs external loan reviews. Historically, management has attempted to identify problem loans at an early stage and to aggressively seek a resolution of those situations.

The Company recognizes that a diversified loan/lease portfolio contributes to reducing risk in the overall loan/lease portfolio. The specific loan/lease portfolio mix is subject to change based on loan/lease demand, the business environment and various economic factors. The Company actively monitors concentrations within the loan/lease portfolio to ensure appropriate diversification and concentration risk is maintained.

Specifically, each subsidiary bank’s total loans as a percentage of average assets may not exceed 85%. In addition, following are established policy limits and the actual allocations for the subsidiary banks as of December 31, 2019 for the loan portfolio organized by loan type, reflected as a percentage of the subsidiary bank’s gross loans:

	QCBT				CRBT				CSB				SFC Bank
	Maximum				Maximum				Maximum				Maximum
	Percentage		As of		Percentage		As of		Percentage		As of		Percentage		As of
	per Loan		December 31,		per Loan		December 31,		per Loan		December 31,		per Loan		December 31,
Type of Loan *	Policy		2019		Policy		2019		Policy		2019		Policy		2019
One-to-four family residential	30	%	12	%	25	%	9	%	35	%	12	%	30	%	15	%
Multi-family	15	%	2	%	15	%	8	%	15	%	3	%	20	%	7	%
Farmland	5	%	—	%	5	%	—	%	15	%	2	%	5	%	1	%
Non-farm, nonresidential	50	%	22	%	50	%	24	%	50	%	28	%	50	%	44	%
Construction and land development	20	%	8	%	15	%	12	%	35	%	19	%	15	%	10	%
C&I	60	%	30	%	60	%	36	%	50	%	27	%	20	%	17	%
Loans to individuals	10	%	1	%	10	%	1	%	10	%	—	%	5	%	1	%
Lease financing	30	%	7	%	5	%	—	%	5	%	—	%	5	%	—	%
Bank stock loans	**		—		10	%	—	%	—	%	—	%	20	%	—	%
All other loans	15	%	18	%	10	%	10	%	10	%	9	%	15	%	5	%
			100	%			100	%			100	%			100	%

*   The loan types above are as defined and reported in the subsidiary banks’ quarterly Reports of Condition and Income (also known as Call Reports).

** QCBT’s maximum percentage for bank stock loans is 150% of risk-based capital (bank stock loan commitments are limited to 200% of risk-based capital). At December 31, 2019, QCBT’s bank stock loans totaled 58% of risk-based capital.

6

The following table presents total loans/leases by major loan/lease type and subsidiary as of December 31, 2019 and 2018. Residential real estate loans held for sale are included in residential real estate loans below.

					m2																				Consolidated
	QCBT				Lease Funds				CRBT				CSB				SFC Bank				RB&T				Total
	$		%		$		%		$		%		$		%		$		%		$		%		$		%
	(dollars in thousands)
As of December 31, 2019
C&I loans	$	474,264	43	%	$	141,977	60	%	$	536,294	46	%	$	234,527	37	%	$	120,763	22	%	$	N/A	N/A	%	$	1,507,825	41	%
CRE loans		455,389	42	%		—	—	%		554,101	47	%		350,159	55	%		376,747	69	%		N/A	N/A	%		1,736,396	47	%
Direct financing leases		—	—	%		87,869	37	%		—	—	%		—	—	%		—	—	%		N/A	N/A	%		87,869	2	%
Residential real estate loans		122,675	11	%		—	—	%		49,544	4	%		40,224	6	%		27,461	5	%		N/A	N/A	%		239,904	7	%
Installment and other consumer loans		38,706	4	%		—	—	%		35,362	3	%		14,272	2	%		21,012	4	%		N/A	N/A	%		109,352	3	%
Deferred loan/lease origination costs, net of fees		1,897	—	%		6,889	3	%		(338)	—	%		88	—	%		323	—	%		N/A	N/A	%		8,859	—	%
	$	1,092,931	100	%	$	236,735	100	%	$	1,174,963	100	%	$	639,270	100	%	$	546,306	100	%	$	N/A	N/A	%	$	3,690,205	100	%
As of December 31, 2018
C&I loans	$	425,500	42	%	$	103,404	45	%	$	458,170	44	%	$	201,871	35	%	$	95,910	20	%	$	144,555	36	%	$	1,429,410	38	%
CRE loans		421,032	42	%		—	—	%		486,084	47	%		327,775	56	%		332,547	70	%		198,673	49	%		1,766,111	48	%
Direct financing leases		—	—	%		117,968	52	%		—	—	%		—	—	%		—	—	%		—	—	%		117,968	3	%
Residential real estate loans		120,855	12	%		—	—	%		57,469	6	%		39,190	7	%		30,706	9	%		42,539	11	%		290,759	8	%
Installment and other consumer loans		35,325	4	%		—	—	%		36,563	3	%		13,696	2	%		16,450	1	%		17,348	4	%		119,382	3	%
Deferred loan/lease origination costs, net of fees		1,759	—	%		7,274	3	%		(815)	—	%		(81)	—	%		188	—	%		799	—	%		9,124	—	%
	$	1,004,471	100	%	$	228,646	100	%	$	1,037,471	100	%	$	582,451	100	%	$	475,801	100	%	$	403,914	100	%	$	3,732,754	100	%

Proper pricing of loans is necessary to provide adequate return to the Company’s stockholders. Loan pricing, as established by the subsidiary banks’ internal loan committees, includes consideration for the cost of funds, loan maturity and risk, origination and maintenance costs, appropriate stockholder return, competitive factors, and the economic environment. The portfolio contains a mix of loans with fixed and floating interest rates. Management attempts to maximize the use of interest rate floors on its variable rate loan portfolio. Refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for more discussion on the Company’s management of interest rate risk.

C&I Lending

As noted above, the subsidiary banks are active C&I lenders. The current areas of emphasis include loans to small and mid-sized businesses with a wide range of operations such as wholesalers, manufacturers, building contractors, business services companies, other banks, and retailers. The banks provide a wide range of business loans, including lines of credit for working capital and operational purposes, and term loans for the acquisition of facilities, equipment and other purposes. Since 2010, the subsidiary banks have been active in participating in lending programs offered by the SBA and USDA. Under these programs, the government entities will generally provide a guarantee of repayment ranging from 50% to 85% of the principal amount of the qualifying loan.

Loan approval is generally based on the following factors:

· Ability and stability of current management of the borrower;

· Stable earnings with positive financial trends;

· Sufficient cash flow to support debt repayment;

· Earnings projections based on reasonable assumptions;

· Financial strength of the industry and business; and

· Value and marketability of collateral.

For C&I loans, the Company assigns internal risk ratings which are largely dependent upon the aforementioned approval factors. The risk rating is reviewed annually or on an as needed basis depending on the specific circumstances of the loan. See Note 1 to the Consolidated Financial Statements for additional information, including the internal risk rating scale.

As part of the underwriting process, management reviews current borrower financial statements. When appropriate, certain C&I loans may contain covenants requiring maintenance of financial performance ratios such as, but not limited to:

· Minimum debt service coverage ratio;

· Minimum current ratio;

· Maximum debt to tangible net worth ratio; and/or

· Minimum tangible net worth.

7

Establishment of these financial performance ratios depends on a number of factors, including risk rating and the specific industry in which the borrower is engaged.

Collateral for these loans generally includes accounts receivable, inventory, equipment, and real estate. The Company’s lending policy specifies approved collateral types and corresponding maximum advance percentages. The value of collateral pledged on loans must exceed the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash. Approved non-real estate collateral types and corresponding maximum advance percentages for each collateral type are listed below.

Approved Collateral Type	Maximum Advance %
Financial Instruments
U.S. Government Securities	90% of market value
Securities of Federal Agencies	90% of market value
Municipal Bonds rated by Moody’s As “A” or better	80% of market value
Listed Stocks	75% of market value
Mutual Funds	75% of market value
Cash Value Life Insurance	95%, less policy loans
Savings/Time Deposits (Bank)	100% of current value
Penny Stocks	0%
General Business
Accounts Receivable	80% of eligible accounts
Inventory	50% of value
Crop and Grain Inventories	80% of current market value
Livestock	80% of purchase price, or current market value; or higher if cross-collateralized with other assets
Fixed Assets (Existing)	50% of net book value, or 75% of orderly liquidation appraised value
Fixed Assets (New)	80% of cost, or higher if cross-collateralized with other assets
Leasehold Improvements	0%

Generally, if the above collateral is part of a cross-collateralization with other approved assets, then the maximum advance percentage may be higher.

The Company’s lending policy specifies maximum term limits for C&I loans. For term loans, the maximum term is generally seven years. Generally, term loans range from three to five years. For lines of credit, the maximum term is typically 365 days. For low income housing tax credits permanent loans, the maximum term is generally up to 20 years.

In addition, the subsidiary banks often take personal guarantees or cosigners to help assure repayment. Loans may be made on an unsecured basis if warranted by the overall financial condition of the borrower.

Following is a summary of the five largest industry concentrations within the C&I portfolio as of December 31, 2019 and 2018:

	2019		2018
	Amount		Amount
	(dollars in thousands)
Administration of urban planning & rural development	$	133,157	$	111,579
Bank holding companies		92,185		75,601
Hotels & motels		64,867		83,106
Skilled nursing care facilities		39,881		53,134
General medical & surgical hospitals		34,184		36,895

These loan categories are defined by industry-standard NAICS codes – refer to NAICS.com for a description of each category.

8

CRE Lending

The subsidiary banks also make CRE loans. CRE loans are subject to underwriting standards and processes similar to C&I loans, in addition to those standards and processes specific to real estate loans. Collateral for these loans generally includes the underlying real estate and improvements, and may include additional assets of the borrower. The Company’s lending policy specifies maximum loan-to-value limits based on the category of CRE (commercial real estate loans on improved property, raw land, land development, and commercial construction). These limits are the same limits as, or in some situations, more conservative than, those established by regulatory authorities. Following is a listing of these limits as well as some of the other guidelines included in the Company’s lending policy for the major categories of CRE loans:

		Maximum
CRE Loan Types	Maximum Advance Rate **	Term
CRE Loans on Improved Property *	80%	7 years
Raw Land	Lesser of 90% of project cost, or 65% of "as is" appraised value	12 months
Land Development***	Lesser of 85% of project cost, or 75% of "as-completed" appraised value	24 months
Commercial Construction Loans	Lesser of 85% of project cost, or 80% of "as-completed" appraised value	12 months
Residential Construction Loans to Builders	Lesser of 90% of project cost, or 80% of "as-completed" appraised value	12 months

*     Generally, the debt service coverage ratio must be a minimum of 1.25x for non-owner occupied loans and 1.15x for owner-occupied loans. For loans greater than $500 thousand, the subsidiary banks sensitize this ratio for deteriorated economic conditions, major changes in interest rates, and/or significant increases in vacancy rates.

**  These maximum rates are consistent with, or in some situations, more conservative than those established by regulatory authorities.

*** Generally, the maximum term for land development loans is 12 months but there are some situations where the maximum term would be 24 months.

The Company’s lending policy also includes guidelines for real estate appraisals and evaluations, including minimum appraisal and evaluation standards based on certain transactions. In addition, the subsidiary banks often take personal guarantees to help assure repayment.

In addition, management tracks the level of owner-occupied CRE loans versus non-owner occupied CRE loans. Owner-occupied CRE loans are generally considered to have less risk. As of December 31, 2019 and 2018, approximately 26% and 28%, respectively, of the CRE loan portfolio was owner-occupied.

In accordance with regulatory guidelines, the Company exercises heightened risk management practices when non-owner occupied CRE lending exceeds 300% of total risk-based capital or construction, land development and other land loans exceed 100% of total risk-based capital. Although CSB’s loan portfolio has historically been real estate dominated and its real estate portfolio levels exceed these policy limits, it has established a Credit Risk Committee to routinely monitor its real estate loan portfolio.

Following is a listing of the significant industries within the Company’s CRE loan portfolio as of December 31, 2019 and 2018:

	2019				2018
	Amount		%		Amount		%
	(dollars in thousands)
Lessors of Nonresidential Buildings	$	553,142	32	%	$	612,327	34	%
Lessors of Residential Buildings		465,172	27	%		346,270	19	%
Hotels		63,720	4	%		81,345	5	%
New Housing For-Sale Builders		55,525	3	%		47,598	3	%
Nonresidential Property Managers		48,059	3	%		69,885	4	%
Land Subdivision		46,318	3	%		48,378	3	%
Other Activities Related to Real Estate		42,060	2	%		25,345	2	%
Other *		462,400	26	%		534,963	30	%
Total CRE Loans	$	1,736,396	100	%	$	1,766,111	100	%

*   “Other” consists of all other industries. None of these had concentrations greater than $28.8 million, or 1.7%, of total CRE loans as of December 31, 2019.

9

Following is a breakdown of non owner-occupied CRE by property type as of December 31, 2019 and 2018:

	2019				2018
	Amount		%		Amount		%
	(dollars in thousands)
Multi-family	$	359,469	39	%	$	189,137	18	%
Office		193,381	21	%		255,452	25	%
Retail		175,602	19	%		232,022	23	%
Hotel/motel		71,611	8	%		89,906	9	%
Industrial/warehouse		68,978	8	%		93,503	9	%
Other		44,569	5	%		168,650	16	%
Total income-producing CRE	$	913,610	100	%	$	1,028,670	100	%

A portion of the Company’s construction portfolio is considered non-residential construction. Following is a summary of industry concentrations within that category as of December 31, 2019 and 2018:

	2019				2018
	Amount		%		Amount		%
	(dollars in thousands)
Multi-family	$	169,523	50	%	$	61,055	30	%
Office		24,950	7	%		17,692	9	%
Retail		14,584	4	%		10,285	5	%
Industrial/warehouse		8,388	2	%		4,591	2	%
Hotel/motel		5,715	2	%		5,679	3	%
Other		115,349	35	%		106,532	51	%
Total non-residential construction loans	$	338,509	100	%	$	205,834	100	%

Additionally, the Company had approximately $48.4 million and $52.3 million of residential construction loans outstanding as of December 31, 2019 and 2018, respectively. Of this amount, approximately 66% was considered speculative, while 34% was pre-sold at December 31, 2019, and approximately 72% was considered speculative, while 28% was pre-sold at December 31, 2018.

Direct Financing Leasing

m2 leases machinery and equipment to C&I customers under direct financing leases. All lease requests are subject to the credit requirements and criteria as set forth in the lending/leasing policy. In all cases, a formal independent credit analysis of the lessee is performed.

The following private and public sector business assets are generally acceptable to consider for lease funding:

· Computer systems;

· Photocopy systems;

· Fire trucks;

· Specialized road maintenance equipment;

· Medical equipment;

· Commercial business furnishings;

· Vehicles classified as heavy equipment;

· Trucks and trailers;

· Equipment classified as plant or office equipment; and

· Marine boat lifts.

10

m2 will generally refrain from funding leases of the following type:

· Leases collateralized by non-marketable items;

· Leases collateralized by consumer items, such as vehicles, household goods, recreational vehicles, boats, etc.;

· Leases collateralized by used equipment, unless its remaining useful life can be readily determined; and

· Leases with a repayment schedule exceeding seven years.

Residential Real Estate Lending

Generally, the subsidiary banks’ residential real estate loans conform to the underwriting requirements of Freddie Mac and Fannie Mae to allow the subsidiary banks to resell loans in the secondary market. The subsidiary banks structure most loans that will not conform to those underwriting requirements as adjustable rate mortgages that adjust in one to five years, and then retain these loans in their portfolios. Servicing rights are generally not retained on the loans sold in the secondary market. The Company’s lending policy establishes minimum appraisal and other credit guidelines.

The following table presents the originations and sales of residential real estate loans for the Company. Included in originations is activity related to the refinancing of previously held in-house mortgages.

	For the year ended December 31,
	2019			2018			2017
	(dollars in thousands)
Originations of residential real estate loans	$	183,491		$	87,133		$	38,079
Sales of residential real estate loans	$	141,195		$	51,010		$	33,165
Percentage of sales to originations		77	%		59	%		87	%

Installment and Other Consumer Lending

The consumer lending department of each subsidiary bank provides many types of consumer loans, including home improvement, home equity, motor vehicle, signature loans and small personal credit lines. The Company’s lending policy addresses specific credit guidelines by consumer loan type. In particular, for home equity loans and home equity lines of credit, the minimum credit bureau score is 650. For both home equity loans and lines of credit, the maximum advance rate is 90% of value with a minimum credit bureau score of 650. The maximum term on home equity loans is 10 years and maximum amortization is 15 years. The maximum term on home equity lines of credit is 10 years.

In some instances for all loans/leases, it may be appropriate to originate or purchase loans/leases that are exceptions to the guidelines and limits established within the Company’s lending policy described above. In general, exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and, if there are exceptions, they are generally noted as such and specifically identified in loan/lease approval documents.

Competition. The Company currently operates in the highly competitive Quad Cities, Cedar Rapids, Marion, Waterloo/Cedar Falls, Des Moines and Springfield markets. Competitors include not only other commercial banks, credit unions, thrift institutions, and mutual funds, but also insurance companies, FinTech companies, finance companies, brokerage firms, investment banking companies, and a variety of other financial services and advisory companies. Many of these competitors are not subject to the same regulatory restrictions as the Company. Many of these competitors compete across geographic boundaries and provide customers increasing access to meaningful alternatives to traditional banking services. The Company also competes in markets with a number of much larger financial institutions with substantially greater resources and larger lending limits.

Appendices. The commercial banking business is a highly regulated business. See Appendix A “Supervision and Regulation” for a discussion of the federal and state statutes and regulations that are applicable to the Company and its subsidiaries.

See Appendix B for tables and schedules that show selected financial statistical information relating to the business of the Company required to be presented pursuant to federal securities laws. Consistent with the information presented in the Form 10‑K, results are presented as of and for the fiscal years ended December 31, 2019, 2018, and 2017, as applicable.

11

Internet Site, Securities Filings and Governance Documents. The Company maintains an Internet site at www.qcrh.com. The Company makes available free of charge through this site its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. These filings are available at http://www.snl.com/IRW/Docs/1024092. Also available are many of its corporate governance documents, including the Business Code of Conduct and Ethics Policy (http://www.snl.com/IRW/govdocs/1024092).

Item 1A.    Risk Factors

In addition to the other information in this Annual Report on Form 10‑K, stockholders or prospective investors should carefully consider the following risk factors:

Conditions in the financial market and economic conditions, including conditions in the markets in which we operate, generally may adversely affect our business.

Our general financial performance is highly dependent upon the business environment in the markets where we operate and in particular, the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services it offers. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment, natural disasters, or a combination of these or other factors. For example, the coronavirus may have an adverse impact on international trade (including supply chains and export levels), travel, employee productivity and other economic activities, which could have a destabilizing effect on the financial markets and economic activity or cause the general economy in our market areas to decline.

While economic conditions have improved since the recession, there can be no assurance that this improvement will continue. Uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing and savings habits. Downturns in the markets where our banking operations occur could result in a decrease in demand for our products and services, an increase in loan delinquencies and defaults, high or increased levels of problem assets and foreclosures and reduced wealth management fees resulting from lower asset values. Such conditions could adversely affect the credit quality of our loans, financial condition and results of operations.

Potential future acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and adversely affect our financial results.

As part of our business strategy, we may consider acquisitions of other banks or financial institutions or branches, assets or deposits of such organizations. There is no assurance, however, that we will determine to pursue any of these opportunities or that if we determine to pursue them that we will be successful. Acquisitions involve numerous risks, any of which could harm our business, including:

· difficulties in integrating the operations, technologies, products, existing contracts, accounting processes and personnel of the target company and realizing the anticipated synergies of the combined businesses;

· difficulties in supporting and transitioning customers of the target company;

· diversion of financial and management resources from existing operations;

· the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

· risks of entering new markets or areas in which we have limited or no experience or are outside our core competencies;

12

· potential loss of key employees, customers and strategic alliances from either our current business or the business of the target company;

· risks of acquiring loans with deteriorated credit quality;

· assumption of unanticipated problems or latent liabilities; and

· inability to generate sufficient revenue to offset acquisition costs.

Future acquisitions may involve the issuance of our equity securities as payment or in connection with financing the business or assets acquired, and as a result, could dilute the ownership interests of existing stockholders. In addition, consummating these transactions could result in the incurrence of additional debt and related interest expense, as well as unforeseen liabilities, all of which could have a material adverse effect on our business, results of operations and financial condition. The failure to successfully evaluate and execute acquisitions or otherwise adequately address the risks associated with acquisitions could have a material adverse effect on our business, results of operations and financial condition.

We must effectively manage our credit risk.

There are risks inherent in making any loan, including risks inherent in dealing with specific borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and risks resulting from changes in economic and industry conditions. We attempt to minimize our credit risk through prudent loan application approval procedures, careful monitoring of the concentration of our loans within specific industries and periodic independent reviews of outstanding loans by our credit review department and an external third party. However, we cannot assure you that such approval and monitoring procedures will reduce these credit risks.

The majority of our subsidiary banks’ loan portfolios are invested in C&I and CRE loans, and we focus on lending to small to medium-sized businesses. The size of the loans we can offer to commercial customers is less than the size of the loans that our competitors with larger lending limits can offer. This may limit our ability to establish relationships with the area’s largest businesses. Smaller companies tend to be at a competitive disadvantage and generally have limited operating histories, less sophisticated internal record keeping and financial planning capabilities and fewer financial resources than larger companies. As a result, we may assume greater lending risks than financial institutions that have a lesser concentration of such loans and tend to make loans to larger, more established businesses. Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. In addition to C&I and CRE loans, our subsidiary banks are also active in residential mortgage and consumer lending. Our borrowers may experience financial difficulties, and the level of nonperforming loans, charge-offs and delinquencies could rise, which could negatively impact our business through increased provision, reduced interest income on loans/leases, and increased expenses incurred to carry and resolve problem loans/leases.

C&I loans make up a large portion of our loan/lease portfolio.

C&I loans were $1.5 billion, or approximately 41% of our total loan/lease portfolio, as of December 31, 2019. Our C&I loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts receivable, inventory, equipment and real estate. Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation value of the pledged collateral and enforcement of a personal guarantee, if any exists. Whenever possible, we require a personal guarantee or cosigner on commercial loans. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The collateral securing these loans may lose value over time, may be difficult to appraise, and may fluctuate in value based on the success of the business. In addition, a prolonged recovery period could harm or continue to harm the businesses of our C&I customers and reduce the value of the collateral securing these loans.

13

Our loan/lease portfolio has a significant concentration of CRE loans, which involve risks specific to real estate values.

CRE lending comprises a significant portion of our lending business. Specifically, CRE loans were $1.7 billion, or approximately 47% of our total loan/lease portfolio, as of December 31, 2019. Of this amount, $444.0 million, or approximately 26%, was owner-occupied. The market value of real estate securing our CRE loans can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties.

Our allowance may prove to be insufficient to absorb losses in our loan/lease portfolio.

We establish our allowance for loan and lease losses in consultation with management of our subsidiaries and maintain it at a level considered adequate by management to absorb loan/lease losses that are inherent in the portfolio. The amount of future loan/lease losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and such losses may exceed current estimates. At December 31, 2019, our allowance as a percentage of total gross loans/leases was 0.98%, and as a percentage of total NPLs was 403.87%. In accordance with GAAP for acquisition accounting, the loans acquired through the acquisitions of SFC Bank, Guaranty Bank and CSB were recorded at fair value; therefore, there was no allowance associated with SFC Bank’s, Guaranty Bank’s and CSB’s loans at acquisition. Management continues to evaluate the allowance needed on the acquired loans factoring in the net remaining discount ($7.0 million at December 31, 2019).

In addition, we had net charge-offs as a percentage of gross average loans/leases of 0.11% for the year ended December 31, 2019. Because of the concentration of C&I and CRE loans in our loan portfolio, which tend to be larger in amount than residential real estate and installment loans, the movement of a small number of loans to nonperforming status can have a significant impact on these ratios. Although management believes that the allowance as of December 31, 2019 was adequate to absorb losses on any existing loans/leases that may become uncollectible, we cannot predict loan/lease losses with certainty, and we cannot assure you that our allowance will prove sufficient to cover actual loan/lease losses in the future, particularly if economic conditions are more difficult than what management currently expects. Additional provisions and loan/lease losses in excess of our allowance may adversely affect our business, financial condition and results of operations.

The FASB has issued an accounting standard update that will result in a significant change in how the Company recognizes credit losses and may have a material impact on our financial condition or results of operations.

In June 2016, the FASB issued an accounting standard update, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the current "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the CECL model. Under the CECL model, the Company will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity investment securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information from past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset initially recorded on the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The CECL model may create more volatility in the level of the allowance for loan losses.

On December 21, 2018, the regulatory agencies approved a final rule modifying their regulatory capital rules and providing an option to phase in over a period of three years the day-one regulatory capital effects of the CECL model. The final rule also revised the agencies' other rules to reflect the update to the accounting standards. The final rule became effective on April 1, 2019. Additionally, proposed guidance clarifying the final rule was issued in October 2019. The proposed guidance clarifies the state of pre-existing agency guidance and describes the appropriate CECL methodology for determining allowances for credit losses on specific assets, including net investments in leases, impaired available-for-sale investment securities, etc.

14

The new CECL standard became effective for the Company for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. The Company will recognize a one-time cumulative-effect adjustment to retained earnings and our allowance for loan losses as of January 1, 2020, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The Company incurred transition costs and also expect to incur ongoing costs in maintaining the additional CECL models and methodology along with acquiring forecasts used within the models, and that the methodology will result in increased capital costs upon initial adoption as well as over time. The impact at adoption is expected to have an increase of 5-20% of the December 31, 2019 allowance for estimated losses on loans/leases and the after-tax charge will result in a decrease the opening stockholders' equity balance as of January 1, 2020. See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for additional information on the Company’s impact of adoption.

The Company’s information systems may experience an interruption or breach in security and cyber-attacks, all of which could have a material adverse effect on the Company’s business.

The Company relies heavily on internal and outsourced technologies, communications, and information systems to conduct its business. Additionally, in the normal course of business, the Company collects, processes and retains sensitive and confidential information regarding our customers. As the Company’s reliance on technology has increased, so have the potential risks of a technology-related operation interruption (such as disruptions in the Company’s customer relationship management, general ledger, deposit, loan, or other systems) or the occurrence of a cyber-attacks (such as unauthorized access to the Company’s systems). These risks have increased for all financial institutions as new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others have also increased. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers have engaged in attacks against financial institutions, retailers and government agencies, particularly denial of service attacks that are designed to disrupt key business or government services, such as customer-facing web sites. The Company is not able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. It is also possible that a cyber incident, such as a security breach, may remain undetected for a period of time, further exposing the Company to technology-related risks. However, applying guidance from the Federal Financial Institutions Examination Council, the Company has analyzed and will continue to analyze security related to device specific considerations, user access topics, transaction-processing and network integrity.

The Company also faces risks related to cyber-attacks and other security breaches in connection with credit card and debit card transactions that typically involve the transmission of sensitive information regarding the Company’s customers through various third parties, including merchant acquiring banks, payment processors, payment card networks and its processors. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point of sale that the Company does not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact the Company through no fault of its own, and in some cases it may have exposure and suffer losses for breaches or attacks relating to them. Despite third-party security risks that are beyond our control, the Company offers its customers protection against fraud and attendant losses for unauthorized use of debit cards in order to stay competitive in the marketplace. Offering such protection (including the cost of replacing compromised cards) to our customers exposes the Company to potential losses which, in the event of a data breach at one or more retailers of considerable magnitude, may adversely affect its business, financial condition, and results of operations. Further cyber-attacks or other breaches in the future, whether affecting the Company or others, could intensify consumer concern and regulatory focus and result in increased costs, all of which could have a material adverse effect on the Company’s business. To the extent we are involved in any future cyber-attacks or other breaches, the Company’s reputation could be affected, which could also have a material adverse effect on the Company’s business, financial condition or results of operations.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our

15

computer systems and network infrastructure, as well as that of our customers engaging in internet banking activities, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us. Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data. Any interruption in, or breach of security of, our computer systems and network infrastructure, or that of our internet banking customers, could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations. The Company may also need to spend additional resources to enhance protective and detective measures or to conduct investigations to remediate any vulnerabilities that arise.

We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors.

Employee errors and employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.

We maintain a system of internal controls and insurance coverage to mitigate operational risks, including data processing system failures and errors and customer or employee fraud. Despite having business continuity plans and other safeguards, the Company could still be affected. Should our internal controls fail to prevent or detect an occurrence, and if any resulting loss is not insured or exceeds applicable insurance limits, such failure could have a material adverse effect on our business, financial condition and results of operations.

We may be materially and adversely affected by the highly regulated environment in which we operate.

The Company and its bank subsidiaries are subject to extensive federal and state regulation, supervision and examination. Banking regulations are primarily intended to protect depositors’ funds, FDIC funds, customers and the banking system as a whole, rather than stockholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things.

As a bank holding company, we are subject to regulation and supervision primarily by the Federal Reserve. QCBT, CRBT and CSB, as Iowa-chartered state member banks, are subject to regulation and supervision primarily by both the Iowa Superintendent and the Federal Reserve. SFC Bank, as a Missouri-chartered commercial bank, is subject to regulation by both the Missouri Division of Finance and the Federal Reserve. We and our banks undergo periodic examinations by these regulators, who have extensive discretion and authority to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies.

The primary federal and state banking laws and regulations that affect us are described in Appendix A to this report. These laws, regulations, rules, standards, policies and interpretations are constantly evolving and may change significantly over time. For example, the Dodd-Frank Act significantly changed the regulation of financial institutions and the financial services industry. In addition, in recent years the Federal Reserve has adopted numerous new regulations addressing banks’ overdraft and mortgage lending practices. Further, the Basel III regulatory capital reforms increased both the amount and quality of capital that financial institutions must hold.

U.S. financial institutions are also subject to numerous monitoring, recordkeeping, and reporting requirements designed to detect and prevent illegal activities such as money laundering and terrorist financing. These requirements are imposed primarily through the Bank Secrecy Act which was most recently amended by the USA Patriot Act. We have instituted policies and procedures to protect us and our employees, to the extent reasonably possible, from being used to facilitate money laundering, terrorist financing and other financial crimes. There can be no guarantee, however, that these policies and procedures are effective.

16

Failure to comply with applicable laws, regulations or policies could result in sanctions by regulatory agencies, civil monetary penalties, and/or damage to our reputation, which could have a material adverse effect on us. Although we have policies and procedures designed to mitigate the risk of any such violations, there can be no assurance that such violations will not occur.

Future legislation, regulation, and government policy could affect the banking industry as a whole, including our business and results of operations, in ways that are difficult to predict. In addition, our results of operations also could be adversely affected by changes in the way in which existing statutes and regulations are interpreted or applied by courts and government agencies.

Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

Interest rates and other conditions impact our results of operations.

Our profitability is in large part a function of the spread between the interest rates earned on investments and loans/leases and the interest rates paid on deposits and other interest bearing liabilities. Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors, including fiscal and monetary policies of the federal government that influence market interest rates and our ability to respond to changes in such rates. At any given time, our assets and liabilities will be such that they are affected differently by a given change in interest rates. As a result, an increase or decrease in rates, the length of loan/lease terms, the mix of adjustable and fixed rate loans/leases in our portfolio, the length of time deposits and borrowings, and the rate sensitivity of our deposit customers could have a positive or negative effect on our net income, capital and liquidity. We measure interest rate risk under various rate scenarios using specific criteria and assumptions. A summary of this process, along with the results of our net interest income simulations is presented at “Quantitative and Qualitative Disclosures about Market Risk” included under Item 7A of Part II of this Annual Report on Form 10‑K. Although we believe our current level of interest rate sensitivity is reasonable and effectively managed, significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of operations.

We are required to maintain capital to meet regulatory requirements, and if we fail to maintain sufficient capital, whether due to losses, an inability to raise additional capital or otherwise, our financial condition, liquidity and results of operations, as well as our ability to maintain regulatory compliance, would be adversely affected.

The Company and each of its banking subsidiaries are required by federal and state regulatory authorities to maintain adequate levels of capital to support their operations, which have recently increased due to the effectiveness of the Basel III regulatory capital reforms. We intend to grow our business organically and to explore opportunities to grow our business by taking advantage of attractive acquisition opportunities, and such growth plans may require us to raise additional capital to ensure that we have adequate levels of capital to support such growth on top of our current operations. Our ability to raise additional capital, when and if needed or desired, will depend on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry and market conditions, and governmental activities, many of which are outside our control, and on our financial condition and performance. Accordingly, we cannot assure you that we will be able to raise additional capital if needed or on terms acceptable to us. Our failure to meet these capital and other regulatory requirements could affect customer confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to pay dividends on common and preferred stock and to make distributions on our trust preferred securities, our ability to make acquisitions, and our business, results of operations and financial condition.

17

Failure to pay interest on our debt may adversely impact our ability to pay common stock dividends.

As of December 31, 2019, we had $40.2 million of junior subordinated debentures held by six business trusts that we control. Interest expense on the debentures, which totaled $2.3 million for 2019, must be paid before we pay dividends on our capital stock, including our common stock. We have the right to defer interest payments on the debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock. Deferral of interest payments on the debentures could cause a subsequent decline in the market price of our common stock because we would not be able to pay dividends on our common stock.

As a bank holding company, our sources of funds are limited.

We are a bank holding company, and our operations are primarily conducted by our subsidiary banks, which are subject to significant federal and state regulation. When available, cash to pay dividends to our stockholders is derived primarily from dividends received from our subsidiary banks. Our ability to receive dividends or loans from our subsidiary banks is restricted. Dividend payments by our subsidiaries to us in the future will require generation of future earnings by them and could require regulatory approval if any proposed dividends are in excess of prescribed guidelines. Further, as a structural matter, our right to participate in the assets of our subsidiary banks in the event of a liquidation or reorganization of any of the banks would be subject to the claims of the creditors of such bank, including depositors, which would take priority except to the extent we may be a creditor with a recognized claim. As of December 31, 2019, our subsidiary banks had deposits, borrowings and other liabilities in the aggregate of approximately $4.4 billion.

Declines in asset values may result in impairment charges and adversely affect the value of our investments, financial performance and capital.

The market value of investments in our securities portfolio has become increasingly volatile in recent years, and as of December 31, 2019, we had gross unrealized losses of $478 thousand, or 0.08% of amortized cost, in our investment portfolio (offset by gross unrealized gains of $30.1 million). The market value of investments may be affected by factors other than the underlying performance of the servicer of the securities or the mortgages underlying the securities, such as ratings downgrades, adverse changes in the business climate and a lack of liquidity in the secondary market for certain investment securities. On a quarterly basis, we formally evaluate investments and other assets for impairment indicators. We may be required to record additional impairment charges if our investments suffer a decline in value that is considered other-than-temporary. If we determine that a significant impairment has occurred, we would be required to charge against earnings the credit-related portion of the OTTI, which could have a material adverse effect on our results of operations in the periods in which the write-offs occur. Based on management’s evaluation, it was determined that the gross unrealized losses at December 31, 2019 were temporary and primarily a function of the changes in certain market interest rates.

Liquidity risks could affect operations and jeopardize our business, results of operations and financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of securities and/or loans and other sources could have a substantial negative effect on our liquidity. Our primary sources of funds consist of cash from operations, deposits, investment maturities, repayments, and calls, and loan/lease repayments. Additional liquidity is provided by federal funds purchased from the FRB or other correspondent banks, FHLB advances, wholesale and customer repurchase agreements, brokered deposits, and the ability to borrow at the FRB’s Discount Window. Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.

During periods of economic turmoil, the financial services industry and the credit markets generally may be materially and adversely affected by significant declines in asset values and depressed levels of liquidity. Furthermore, regional and community banks generally have less access to the capital markets than do the national and super-regional banks because of their smaller size and limited analyst coverage. Any decline in available funding could adversely impact our ability to originate loans/leases, invest in securities, meet our expenses, pay dividends to our stockholders, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, results of operations and financial condition.

18

The success of our SBA lending program is dependent upon the continued availability of SBA loan programs, our status as a preferred lender under the SBA loan programs and our ability to comply with applicable SBA lending requirements.

As an SBA Preferred Lender, we enable our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA may request corrective actions or impose other restrictions, including revocation of the lender’s SBA Preferred Lender status. If we lose our status as an SBA Preferred Lender, we may lose our ability to compete effectively with other SBA Preferred Lenders, and as a result we would experience a material adverse effect to our financial results. Any changes to the SBA program, including changes to the level of guaranty provided by the federal government on SBA loans or changes to the level of funds appropriated by the federal government to the various SBA programs, may also have an adverse effect on our business, results of operations and financial condition.

Historically we have sold the guaranteed portion of our SBA loans in the secondary market. These sales have resulted in our earning premium income and/or have created a stream of future servicing income. There can be no assurance that we will be able to continue originating these loans, that a secondary market will exist or that we will continue to realize premiums upon the sale of the guaranteed portion of these loans. When we sell the guaranteed portion of our SBA loans, we incur credit risk on the retained, non-guaranteed portion of the loans.

In the event of a loss resulting from default and the SBA determines there is a deficiency in the manner in which the loan was originated, funded or serviced by the us, the SBA may require us to repurchase the loan, deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of the principal loss related to the deficiency from us, any of which could adversely affect our business, results of operations and financial condition.

A prolonged U.S. government shutdown or default by the U.S. on government obligations would harm our results of operations.

Our results of operations, including revenue, non-interest income, expenses and net interest income, would be adversely affected in the event of widespread financial and business disruption on account of a default by the U.S. on U.S. government obligations or a prolonged failure to maintain significant U.S. government operations.  Of particular impact to the Company are the operations pertaining to the SBA or the FDIC.  Any such failure to maintain such U.S. government operations, and the after-effects of such shutdown, could impede our ability to originate SBA loans and our ability to sell such loans in the secondary market, which would materially adversely affect our business, results of operations and financial condition.

In addition, many of our investment securities are issued by and some of our loans are made to the U.S. government and government agencies and sponsored entities. Uncertain domestic political conditions, including prior federal government shutdowns and potential future federal government shutdowns or other unresolved political issues, may pose credit default and liquidity risks with respect to investments in financial instruments issued or guaranteed by the federal government and loans to the federal government. Any downgrade in the sovereign credit rating of the U.S., as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide. Any such adverse impact could have a material adverse effect on our liquidity, financial condition and results of operations.

Changes in U.S. trade policies, such as the implementation of tariffs, and other factors beyond the Company’s control may adversely impact our business, financial condition and results of operations.

In recent years, the U.S. government implemented tariffs on certain products, and certain countries or entities, such as Mexico, Canada, China and the European Union, have issued or continue to threaten retaliatory tariffs against products from the U.S., including agricultural products.  Additional tariffs and retaliatory tariffs may be imposed in the future by the U.S. and these and other countries.  Tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export, including among others, agricultural products, could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt, which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or

19

on the markets in which we operate, our business, results of operations and financial condition could be materially and adversely impacted in the future.

Our business is concentrated in and dependent upon the continued growth and welfare of the Quad Cities, Cedar Rapids, Waterloo/Cedar Falls, Des Moines/Ankeny, Iowa and Springfield, Missouri markets.

We operate primarily in the Quad Cities, Cedar Rapids, Waterloo/Cedar Falls, Des Moines/Ankeny, Iowa and Springfield, Missouri markets, and as a result, our financial condition, results of operations and cash flows are subject to changes in the economic conditions in those areas. We have developed a particularly strong presence in Bettendorf, Cedar Falls, Cedar Rapids, Davenport, Waterloo, and Ankeny, Iowa and Moline and Rock Island, Illinois and Springfield, Missouri and their surrounding communities. Our success depends upon the business activity, population, income levels, deposits and real estate activity in these markets. Although our customers’ business and financial interests may extend well beyond these market areas, adverse economic conditions that affect these market areas could reduce demand for our products and services, affect the ability of our customers to repay their loans to us, increase the levels of our nonperforming and problem loans, and generally affect our financial condition and results of operations. Because of our geographic concentration, we are less able than other regional or national financial institutions to diversify our credit risks across multiple markets.

We face intense competition in all phases of our business from other banks and financial institutions.

The banking and financial services businesses in our markets are highly competitive. Our competitors include large regional banks, local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions, online lenders and other non-bank financial services providers. Many of these competitors are not subject to the same regulatory restrictions as we are. Many of our unregulated competitors compete across geographic boundaries and are able to provide customers with a feasible alternative to traditional banking services.

Increased competition in our markets may result in a decrease in the amounts of our loans and deposits, reduced spreads between loan/lease rates and deposit rates or loan/lease terms that are more favorable to the borrower. Any of these results could have a material adverse effect on our ability to grow and remain profitable. If increased competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay on deposits, our net interest income could be adversely impacted. If increased competition causes us to modifyour underwriting standards, we could be exposed to higher losses from lending and leasing activities. Additionally, many of our competitors are much larger in total assets and capitalization, have greater access to capital markets, have larger lending limits and offer a broader range of financial services than we can offer.

The stock market can be volatile, and fluctuations in our operating results and other factors, could cause our stock price to decline.

The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities issued by many companies. Market fluctuations could also adversely affect our stock price. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. As a result, period-to-period comparisons should not be relied upon as an indication of future performance. Our stock price could fluctuate significantly in response to our quarterly or annual results and the impact of these risk factors on our operating results or financial position.

The transition to an alternative reference rate could cause instability and have a negative effect on financial market conditions.

The LIBOR represents the interest rate at which banks offer to lend funds to one another in the international interbank market for short-term loans.  Beginning in 2008, concerns were expressed that some of the member banks surveyed by the BBA in connection with the calculation of LIBOR rates may have been under-reporting or otherwise manipulating the interbank lending rates applicable to them. Regulators and law enforcement agencies from a number of governments have conducted investigations relating to the calculation of LIBOR across a range of maturities and currencies. If manipulation of LIBOR or another inter-bank lending rate occurred, it may have resulted in that rate being artificially lower (or higher)

20

than it otherwise would have been. Responsibility for the calculation of LIBOR was transferred to ICE Benchmark Administration Limited, as independent LIBOR administrator, effective February 1, 2014.

On July 27, 2017, the U.K. Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR rates after 2021 (the “July 27th Announcement”). The July 27th Announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to U.S. dollar-LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. The ARRC has proposed a paced-market transition plan to SOFR from U.S. dollar-LIBOR and organizations are working on industry-wide and company-specific transition plans relating to derivatives and cash markets exposed to LIBOR.

At this time, it is not possible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable benchmark, whether SOFR or another rate or rates may become accepted alternatives to LIBOR or the effect of any such changes in views or alternatives on the value of LIBOR-linked securities.

Although the Financial Stability Oversight Council has recommended a transition to an alternative reference rate in the event LIBOR is no longer available after 2021, such plans are still in development and, if enacted, could present challenges.  Moreover, contracts linked to LIBOR are vast in number and value, are intertwined with numerous financial products and services, and have diverse parties.  The downstream effect of unwinding or transitioning such contracts could cause instability and negatively impact the financial markets and individual institutions. The uncertainty surrounding the sustainability of LIBOR more generally could undermine market integrity and threaten individual financial institutions and the U.S. financial system more broadly.

If securities or industry analysts do not publish or cease publishing research reports about us, if they adversely change their recommendations regarding our stock or if our operating results do not meet their expectations, the price of our stock could decline.

The trading market for our common stock can be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If there is limited or no securities or industry analyst coverage of us, the market price for our stock could be negatively impacted. Moreover, if any of the analysts who elect to cover us downgrade our common stock, provide more favorable relative recommendations about our competitors or if our operating results or prospects do not meet their expectations, the market price of our common stock may decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

The soundness of other financial institutions could negatively affect us.

Our ability to engage in routine funding and other transactions could be negatively affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. Defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and losses of depositor, creditor and counterparty confidence and could lead to losses or defaults by us or by other institutions. We could experience increases in deposits and assets as a result of the difficulties or failures of other banks and government-sponsored financial institutions, which would increase the capital we need to support our growth.

Our community banking strategy relies heavily on our subsidiaries’ independent management teams, and the unexpected loss of key managers may adversely affect our operations.

We rely heavily on the success of our bank subsidiaries’ independent management teams. Accordingly, much of our success to date has been influenced strongly by our ability to attract and to retain senior management experienced in banking and financial services and familiar with the communities in our market areas. Our ability to retain the executive officers and current management teams of our operating subsidiaries will continue to be important to the successful implementation of our strategy. It is also critical, as we manage our existing portfolio and grow, to be able to attract and retain qualified additional management and loan officers with the appropriate level of experience and knowledge about

21

our market areas to implement our community-based operating strategy. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results of operations. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.

We have a continuing need for technological change, and we may not have the resources to effectively implement new technology.

The financial services industry continues to undergo rapid technological changes with frequent introductions of new technology-driven products and services. In addition to enabling us to better serve our customers, the effective use of technology increases efficiency and the potential for cost reduction. Our future success will depend in part upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations as we continue to grow our market share. Many of our larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer additional or superior products to those that we will be able to offer, which would put us at a competitive disadvantage. Accordingly, we cannot provide you with assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers.

Our reputation could be damaged by negative publicity.

Reputational risk, or the risk to our business, financial condition or results of operations from negative publicity, is inherent in our business. Negative publicity can result from actual or alleged conduct in a number of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, inadequate protection of customer data, ethical behavior of our employees, and from actions taken by regulators, ratings agencies and others as a result of that conduct. Damage to our reputation could impact our ability to attract new or maintain existing loan and deposit customers, employees and business relationships.

The preparation of our Consolidated Financial Statements requires us to make estimates and judgments, which are subject to an inherent degree of uncertainty and which may differ from actual results.

Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP and general reporting practices within the financial services industry, which require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Some accounting policies, such as those pertaining to our allowance, require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results may differ from these estimates and judgments under different assumptions or conditions, which may have a material adverse effect on our financial condition or results of operations in subsequent periods.

From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations.

For example, the FASB has adopted a new accounting standard that will be effective for our 2020 fiscal year.  This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances.  This will change the prior method of providing allowances that are probable, which may require us to increase our allowance and could introduce significant earnings volatility compared to the prior method.  CECL will greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance. The ongoing impacts of CECL will be dependent upon changes in economic conditions and forecasts, originated and acquired loan portfolio composition, portfolio duration, and other factors.

See Note 1 to the Consolidated Financial Statements for further discussion.

22

Secondary mortgage, government guaranteed loan and interest rate swap market conditions could have a material impact on our financial condition and results of operations.

Currently, we sell a portion of the residential real estate and government guaranteed loans we originate. The profitability of these operations depends in large part upon our ability to make loans and to sell them in the secondary market at a gain. Thus, we are dependent upon the existence of an active secondary market and our ability to profitably sell loans into that market.

In addition to being affected by interest rates, the secondary markets are also subject to investor demand for residential mortgages and government guaranteed loans and investor yield requirements for those loans. These conditions may fluctuate or even worsen in the future. As a result, a prolonged period of secondary market illiquidity may reduce our loan production volumes and could have a material adverse effect on our financial condition and results of operations.

The interest rate swap market is dependent upon market conditions. If interest rates move, interest rate swap transactions may no longer make sense for the Company and/or its customers. Interest rate swaps are generally appropriate for commercial customers with a certain level of expertise and comfort with derivatives, so our success is dependent upon the ability to make loans to these types of commercial customers. Additionally, our ability to execute interest rate swaps is also dependent upon counterparties that are willing to enter into the interest rate swap that is equal and offsetting to the interest rate swap we enter into with the commercial customer.

Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations.

Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of Internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may seek to implement new lines of business or offer new products and services within existing lines of business in our current markets or new markets. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible, which could in turn have a material negative effect on our operating results.

We have a substantial amount of debt outstanding and may incur additional indebtedness in the future, which could restrict our operations.

As of December 31, 2019, we had approximately $101.4 million of total indebtedness outstanding at the holding company level. In the future, it is possible that we may not generate sufficient revenues to service or repay our debt, and have sufficient funds left over to achieve or sustain profitability in our operations, meet our working capital and capital expenditure needs, and to pay dividends to our common stockholders.

Moreover, the degree to which we are leveraged could have important consequences for our stockholders, including:

· limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

· making it more difficult for us to satisfy our debt and other obligations;

· limiting our ability to borrow additional funds, or to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes;

· increasing our vulnerability to general adverse economic and industry conditions, including changes in interest rates; and

23

· placing us at a competitive disadvantage compared to our competitors that have less debt.

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.

The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment.  As a result, political and social attention to the issue of climate change has increased.  In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions.  The U.S. Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. These agreements and measures may result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require us to expend significant capital and incur compliance, operating, maintenance and remediation costs.  Consumers and businesses may also change their behavior on their own as a result of these concerns.  The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities.  Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Given the lack of empirical data on the credit and other financial risks posed by climate change, it is difficult to predict how climate change may impact our financial condition and operations; however, as a banking organization, the physical effects of climate change may present certain unique risks. For example, weather disasters, shifts in local climates and other disruptions related to climate change may adversely affect the value of real properties securing our loans, which could diminish the value of our loan portfolio. Such events may also cause reductions in regional and local economic activity that may have an adverse effect on our customers, which could limit our ability to raise and invest capital in these areas and communities.

Severe weather, natural disasters, pandemic, acts of terrorism or war or other adverse external events could significantly impact the Company’s business.

As the Company’s operating and market footprint continues to grow, severe weather, natural disasters, pandemic, acts of terrorism or war and other adverse external events could have a significant impact on the Company’s ability to conduct business. The Company’s current footprint poses a wide variety of potential weather, natural disaster, or other adverse events that could impact the Company in various ways. In addition, such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur additional expenses. The coronavirus outbreak may have an adverse impact on our customers that are directly or indirectly engaged in industries that could be affected by the outbreak, such as international trade or hospitality.  Their businesses may be adversely affected by quarantines and travel restrictions in areas most affected by the coronavirus.  In addition, entire industries, such as agriculture, may be adversely impacted due to lower exports caused by reduced economic activity in the affected areas.  The occurrence of any such event in the future could have a material adverse effect on the Company’s business, which in turn, could have a material adverse effect on the financial condition and results of operation.

Evolving law impacting cannabis-related businesses in Illinois may have an impact on the Company’s operations and risk profile.

The Controlled Substances Act makes it illegal under federal law to manufacture, distribute, or dispense marijuana.  Starting January 1, 2020, however, the Illinois Cannabis Regulation and Tax Act began permitting adults to legally purchase marijuana for recreational use from licensed dispensaries.  It is the Banks’ current policy to avoid knowingly providing banking products or services to entities or individuals that: (i) directly or indirectly manufacture, distribute, or dispense marijuana or hemp products, or those who have a significant financial interest in such entities; and (ii) derive a significant percentage of revenue from providing products or services to, or other involvement with, such entities.  The Banks are taking reasonable measures, including appropriate new account screening and customer due diligence measures, to ensure that existing and potential customers do not engage in any such activities.  Nonetheless, the shift in Illinois law is increasing the number of direct and indirect cannabis-related businesses in Illinois, and therefore increasing the likelihood that the Banks could interact with such businesses, as well as their owners and employees.  Such interactions could create additional legal, regulatory, strategic, and reputational risk to the Banks and the Company.

24

The recent interest rate cuts by the Federal Reserve have led to the potential for higher inflation and financial instability driven by low borrowing costs that could have a negative effect on financial markets.

The Federal Reserve cut rates in 2019 as it sought to offset risks to an otherwise healthy economy exposed to trade uncertainty and slowing global economic growth. The rate cuts were generally supported by most central banks. However, there is potential that the rate cuts could pose additional risks to the economy primarily through higher inflation and financial-stability concerns driven by low borrowing costs. There is a possibility that labor markets could tighten causing inflationary pressures to build faster than the expected gradual pace. There is additional risk that persistently low interest rates could lead consumers and firms to take on riskier financial investments in search of better returns, increasing asset prices to unsustainable levels. The potential rise in asset prices to unsustainable levels could pose potential financial-stability risks in the commercial real estate and corporate borrowing sectors. Sustained low interest rate periods were something that preceded the 1990 and 2007 recessions, placing significant pressure on real estate asset prices through reach-for-yield investor behavior.

Item 1B.    Unresolved Staff Comments

There are no unresolved staff comments.

Item 2.    Properties

The Company’s headquarters are located at 3551 7th Street, Moline, Illinois. The Company and its subsidiaries maintain numerous other facilities, including bank branch locations, which are occupied by the Company and its subsidiaries and which house the executive and primary administrative offices of each respective entity or otherwise facilitate the business operations of the Company and its subsidiaries. Each such property is leased or owned by the Company or its subsidiaries and no such property is subject to any material encumbrance.

The subsidiary banks intend to limit their investment in premises to no more than 50% of their capital. Management believes that the facilities are of sound construction, in good operating condition, are appropriately insured, and are adequately equipped for carrying on the business of the Company.

No individual real estate property amounts to 10% or more of consolidated assets.

Item 3.    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 4.    Mine Safety Disclosures

Not applicable.

25

Part II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information.  The common stock, par value $1.00 per share, of the Company is listed on The Nasdaq Global Market under the symbol “QCRH”. The stock began trading on Nasdaq on October 6, 1993. As of February 28, 2020, there were 15,867,838 shares of common stock outstanding held by 725 holders of record. Additionally, there are an estimated 3,500 beneficial holders whose stock was held in the street name by brokerage houses and other nominees as of that date.

Dividends on Common Stock.  The Company is heavily dependent on dividend payments from its subsidiary banks to provide cash flow for the operations of the holding company and dividend payments on the Company’s common stock. Under applicable state laws, the banks are restricted as to the maximum amount of dividends that they may pay on their common stock. Applicable Iowa and Missouri laws provide that state-chartered banks in those states may not pay dividends in excess of their undivided profits.

The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies. The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. See Appendix A “Supervision and Regulation” for additional information regarding regulatory restrictions on the payment of dividends.

The Company also has certain contractual restrictions on its ability to pay dividends. The Company has issued debt securities in public offerings and in private placements. Under the terms of the securities, the Company may be prohibited, under certain circumstances, from paying dividends on shares of its common stock. None of these circumstances existed through the date of filing of this Annual Report on Form 10‑K. See Note 17 to the Consolidated Financial Statements for additional information regarding dividend restrictions.

Purchase of Equity Securities by the Company. There were no purchases of common stock by the Company during the years ended December 31, 2019, 2018, and 2017.

On February 18, 2020, the Company announced a share repurchase program, permitting the repurchase of up to 800,000 shares of its outstanding common stock, or approximately 5% of the outstanding shares as of December 31, 2019.  The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rules 10b5-1 and 10b-18 of the Securities and Exchange Commission.  The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors.  The repurchase program does not obligate the Company to purchase any shares or any particular number of shares.

26

Stockholder Return Performance Graph. The following graph indicates, for the period commencing December 31, 2014 and ending December 31, 2019, a comparison of cumulative total returns for the Company, the Nasdaq Composite Index, and the SNL Bank Nasdaq Index prepared by S&P Global, Charlottesville, Virginia. The graph was prepared at the Company’s request by S&P Global. The information assumes that $100 was invested at the closing price on December 31, 2014 in the common stock of the Company and in each index, and that all dividends were reinvested.

Index	12/31/14	12/31/15	12/31/16	12/31/17	12/31/18	12/31/19
QCR Holdings, Inc.	100.00	136.48	244.60	243.15	183.16	251.96
Nasdaq Composite Index	100.00	106.96	116.45	150.96	146.67	200.49
SNL Bank Nasdaq Index	100.00	107.95	149.68	157.58	132.82	166.75

27

Item 6.    Selected Financial Data

The following “Selected Financial Data” of the Company is derived in part from, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto. See Item 8. Financial Statements. Results for past periods are not necessarily indicative of results to be expected for any future period.

	Year Ended December 31,
	2019			2018			2017			2016			2015
	(dollars in thousands, except per share data)
STATEMENT OF INCOME DATA
Interest income	$	216,076		$	182,879		$	135,517		$	106,468		$	90,003
Interest expense		60,517			40,484			19,452			11,951			13,707
Net interest income		155,559			142,395			116,065			94,517			76,296
Provision for loan/lease losses		7,066			12,658			8,470			7,478			6,871
Non-interest income		78,768			41,541			30,482			31,037			24,364
Non-interest expense (1)		155,234			119,143			97,424			81,486			73,192
Income tax expense		14,619			9,015			4,946			8,903			3,669
Net income		57,408			43,120			35,707			27,687			16,928
PER COMMON SHARE DATA
Net income - Basic (2)	$	3.65		$	2.92		$	2.68		$	2.20		$	1.64
Net income - Diluted (2)		3.60			2.86			2.61			2.17			1.61
Cash dividends declared		0.24			0.24			0.20			0.16			0.08
Dividend payout ratio		6.58	%		8.22	%		7.46	%		7.27	%		4.88	%
Closing stock price	$	43.86		$	32.09		$	42.85		$	43.30		$	24.29
BALANCE SHEET DATA
Total assets	$	4,909,050		$	4,949,710		$	3,982,665		$	3,301,944		$	2,593,198
Securities		611,341			662,969			652,382			574,022			577,109
Total loans/leases		3,690,205			3,732,754			2,964,485			2,405,487			1,798,023
Allowance		36,001			39,847			34,356			30,757			26,141
Deposits		3,911,051			3,977,031			3,266,655			2,669,261			1,880,666
Borrowings		278,955			404,968			309,480			290,952			444,162
Stockholders' equity: common		535,351			473,138			353,287			286,041			225,886
KEY RATIOS
ROAA (2)		1.12	%		0.98	%		1.01	%		0.97	%		0.66	%
ROACE (2)		11.31			10.62			11.51			10.56			8.79
ROAE (2)		11.31			10.62			11.51			10.56			8.79
Loans/leases to assets		75.36			75.41			74.43			72.85			69.34
Loans/leases to deposits		94.35			93.86			90.75			90.12			95.61
NPAs to total assets		0.27			0.56			0.81			0.82			0.74
Allowance to total loans/leases		0.98			1.07			1.16			1.28			1.45
Allowance to NPLs		403.87			214.79			184.28			144.85			223.33
Net charge-offs to average loans/leases		0.11			0.21			0.19			0.14			0.22
Average total stockholders' equity to average total assets		9.94			9.24			8.81			9.21			7.55

(1) Non-interest expense includes several one-time expenses - most notably, $6.9 million, $3.9 million and $5.4 million of acquisition, disposition and post-acquisition compensation, transition and integration costs for 2019, 2018 and 2017, respectively. See Note 2 to the Consolidated Financial Statements for additional information regarding sales/mergers/acquisitions. In addition, $3.0 million of goodwill impairment expense is included in non-interest expense for 2019.  See Note 6 to the Consolidated Financial Statements for additional information.  Additionally, non-interest expense for 2016 and 2015, respectively, included $4.6 million and $7.2 million of losses on debt extinguishment related to the prepayment of certain borrowings.

(2) Numerator is net income.

(3) Interest earned and yields on nontaxable investments and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for years including and prior to December 31, 2017 and 21% for years after December 31, 2017.

(4) Non-interest expenses divided by the sum of net interest income before provision for loan/lease losses and non-interest income.

(5) See GAAP to Non-GAAP reconciliations.

28

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section generally discusses 2019 and 2018 items and annual comparison between our fiscal 2019 performance compared to our fiscal 2018 performance.  A detailed review of our fiscal 2018 performance compared to our fiscal 2017 performance can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  This discussion should be read in conjunction with Part II, Item 6 hereof, “Selected Financial Data” and our Consolidated Financial Statements and the accompanying notes thereto included or incorporated by reference elsewhere in this document.

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

GENERAL

The Company was formed in February 1993 for the purpose of organizing QCBT. Over the past twenty-six years, the Company has grown to include four banking subsidiaries and a number of nonbanking subsidiaries. As of December 31, 2019, the Company had $4.9 billion in consolidated assets, including $3.7 billion in total loans/leases, and $3.9 billion in deposits. The financial results of acquired/merged entities for the periods since their acquisition/merger are included in this report.

EXECUTIVE OVERVIEW

The Company reported net income of $57.4 million for the year ended December 31, 2019, and diluted EPS of $3.60. For the same period in 2018 the Company reported net income of $43.1 million and diluted EPS of $2.86.

The year ended December 31, 2019 was highlighted by several significant items:

· Adjusted net income (non-GAAP) of $58.5 million, or $3.66 per diluted share;

· NIM and NIM (TEY)(non-GAAP) at 3.31% and 3.45%, respectively;

· Noninterest income of $78.8 million for the year;

· Completed the sale of the operations of RB&T, a wholly-owned subsidiary of the Company, to Heartland Financial USA, Inc.; and

· Excluding RB&T assets and liabilities sold:

· Deposit growth of 10.3% for the year;

· Loan and lease growth of 10.9% for the year; and

· Nonperforming assets to total assets down to 0.27% at December 31, 2019 from 0.56% at December 31, 2018.

Following is a table that represents the various net income measurements for the years ended December 31, 2019 and 2018.

	Year Ended December 31,
		2019		2018
	(dollars in thousands, except per share data)
Net income	$	57,408	$	43,120
Diluted earnings per common share	$	3.60	$	2.86
Weighted average common and common equivalent shares outstanding		15,967,775		15,064,730

29

The Company reported adjusted net income (non-GAAP) of $58.5 million, with adjusted diluted EPS of $3.66. See section titled “GAAP to Non-GAAP Reconciliations” for additional information. Adjusted net income for the year excludes a number of non-recurring items, most significantly:

· $8.5 million of after-tax gain on sale of assets and liabilities of RB&T;

· $3.0 million of after-tax goodwill impairment expense;

· $2.6 million of after-tax disposition costs; and

· $2.8 million of after-tax post-acquisition compensation, transition and integration costs.

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

	Year Ended December 31,
	2019		2018
	(dollars are in thousands)
Net interest income	$	155,559	$	142,395
Provision expense		7,066		12,658
Noninterest income		78,768		41,541
Noninterest expense		155,234		119,143
Federal and state income tax expense		14,619		9,015
Net income	$	57,408	$	43,120

The following are some noteworthy developments in the Company’s financial results:

· Net interest income grew $13.2 million, or 9.2%, in 2019 compared to the prior year. The increase in 2019 was primarily due to strong organic loan and lease growth and recent acquisitions.

· Provision expense decreased $5.6 million when comparing 2019 to 2018.  The decrease in 2019 was primarily attributable to continued asset quality improvements.

· Noninterest income increased $37.2 million, or 90%, when compared to the prior year.  The increase in 2019 was primarily attributable to higher swap fee income as well as a $12.3 million gain on the sale of substantially all of the assets and liabilities of RB&T.

· Noninterest expense increased $36.1 million, or 30.3%, in 2019 compared to the prior year, due to:

oDisposition costs of $3.3 million incurred in 2019 with no disposition costs in 2018;

oGoodwill impairment expense of $3.0 million incurred in 2019 with no impairment incurred in 2018; and

oSalaries and benefits increasing $23.1 million in light of bonuses and commissions being higher due to elevated swap fee income as well as the addition of personnel in connection with recent acquisitions.

LONG-TERM FINANCIAL GOALS

The Company had previously established financial goals by which it manages its business and measures its performance. The goals are periodically updated to reflect 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 this Annual Report on Form 10‑K. The Company’s long-term financial goals are as follows:

· Strong organic loan and lease growth in order to maintain a gross loans and leases to total assets ratio in the range of 73 – 78%;

· Improve profitability (measured by NIM and ROAA);

30

· 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;

· Grow core deposits to maintain reliance on  wholesale funding at less than 15% of total assets;

· Continue to focus on generating gains on sales of government guaranteed portions of loans and swap fee income to more than $8-12 million annually; and

· Grow wealth management net income by 10% annually.

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

			For the Year Ending
Goal	Key Metric	Target (2)	December 31, 2019			December 31, 2018
Balance sheet efficiency	Gross loans and leases to total assets	73% - 78%		75	%		75	%
	NIM TEY (non-GAAP) (1)	> 3.35%		3.45	%		3.62	%
Profitability	ROAA	> 1.10%		1.12	%		0.98	%
	Adjusted ROAA (non-GAAP) (1)	> 1.10%		1.15	%		1.06	%
Asset quality	NPAs to total assets	< 0.75%		0.27	%		0.56	%
	Net charge-offs to average loans and leases	< 0.25% annually		0.11	%		0.21	%
Reliance on wholesale funding	Wholesale funding to total assets (3)	< 15%		9	%		14	%
Consistent, high quality noninterest income revenue streams	Gains on sales of government guaranteed portions of loans and swap fee income	$8-12 million annually	$	29 million		$	11.2 million
	Grow wealth management net income	> 10% annually		21	%		32	%

(1) Refer to GAAP to non-GAAP Reconciliations for detail concerning non-GAAP financial measures.

(2) Targets will be re-evaluated and adjusted as appropriate.

(3) Wholesale funding to total assets is calculated by dividing total borrowings and brokered deposits by total assets.

In 2020, the Company announced refreshed strategic financial metrics that it intends to measure, monitor and adhere to as follows:

· Grow loans and leases organically by 9% per year, funded with core deposits;

· Grow fee income by no less than 6% per year; and

· Improve operational efficiencies and hold noninterest expense growth to 5% per year.

STRATEGIC DEVELOPMENTS

The Company took the following actions in 2019 to support our corporate strategy and further the long-term financial goals shown above.

· Excluding the impact of RB&T loans/leases sold, loan and lease growth for the year was 10.9%. This was in the range of the Company’s target organic growth rate of 10‑12%. A portion of this growth was in the C&I category. As of December 31, 2019, this segment of the portfolio accounted for 41% of total loans and leases. The Company has also grown CRE loans, with that segment now representing 47% of the portfolio as of December 31, 2019. The strong organic loan and lease growth has continued to help maintain the loan and lease to total asset ratio at 75% for both 2019 and 2018. The Company has reached the targeted loan and lease to total asset ratio in the range of 73% - 78%. Going forward, the Company will strive to maintain the ratio in this range.

· Excluding RB&T loans/leases sold, the Company continues to focus on reducing the NPAs to total assets ratio.  The ratio of NPAs to total assets decreased from 0.56% at December 31, 2018 to 0.27% at December 31, 2019. The Company remains committed to improving asset quality in 2020.

31

· Management continues to focus on reducing the Company’s reliance on wholesale funding and continues to prioritize core deposit growth through a variety of strategies including growth in correspondent banking.

· 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 – and to expand into Missouri.  The Company acts as the correspondent bank for 193 downstream banks with total average noninterest bearing deposits of $170.4 million and total average interest bearing deposits of $326.7 million as of December 31, 2019. This line of business provides a strong source of noninterest bearing and interest bearing deposits, fee income, high-quality loan participations and bank stock loans.

· As a result of the relatively low interest rate environment including a flat yield curve, 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 December 31, 2019, the Company had $3.2 billion of total financial assets in trust and related accounts and $1.7 billion 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 fee income, expanding market share will continue to be a primary strategy both through organic growth as well as the acquisition of managed assets.  In 2018, the Company acquired the Bates Companies, headquartered in Rockford, Illinois. The acquisition has enhanced the wealth management services of the Company.

GAAP TO NON-GAAP RECONCILIATIONS

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

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

· Adjusted net income, adjusted EPS and adjusted ROAA (all non-GAAP measures) are reconciled to net income;

· NIM (TEY) (non-GAAP) and adjusted NIM (non-GAAP) are reconciled to NIM; and

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

The TCE/TA non-GAAP ratio has been a focus for our 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 Company’s management believes that adjusted net income, adjusted EPS and adjusted ROAA are important to investors as they exclude non-recurring income and expense items.  Therefore, they provide a helpful comparison for analysis and may provide a better indicator of future results.

NIM (TEY) is a financial measure that the Company’s management utilizes to take into account the tax benefit associated with certain loans and securities. It is standard industry practice to measure net interest margin using tax-equivalent measures.  In addition, the Company calculates NIM without the impact of acquisition accounting net accretion (adjusted NIM), as accretion amounts can fluctuate a great deal, making comparisons difficult.

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

32

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.

	As of
GAAP TO NON-GAAP	December 31,			December 31,
RECONCILIATIONS	2019			2018
	(dollars in thousands, except per share data)
TCE/TA RATIO
Stockholders' equity (GAAP)	$	535,351		$	473,138
Less: Intangible assets		89,718			95,282
TCE (non-GAAP)	$	445,633		$	377,856
Total assets (GAAP)	$	4,909,050		$	4,949,710
Less: Intangible assets		89,718			95,282
TA (non-GAAP)	$	4,819,332		$	4,854,428
TCE/TA ratio (non-GAAP)		9.25	%		7.78	%

	For the Year Ended
	December 31,			December 31,
	2019			2018
ADJUSTED NET INCOME
Net income (GAAP)	$	57,408		$	43,120
Less nonrecurring items (post-tax) (*):
Income:
Securities losses, net	$	(22)		$	—
Gain on sale of assets and liabilities of subsidiary		8,539			—
Total nonrecurring income (non-GAAP)	$	8,517		$	—
Expense:
Losses on debt extinguishment	$	345		$	—
Goodwill impairment		3,000			—
Disposition costs		2,627			—
Acquisition costs		—			1,645
Tax expense on expected liquidation of RB&T BOLI		790			—
Post-acquisition compensation, transition and integration costs		2,828			1,647
Total nonrecurring expense (non-GAAP)	$	9,590		$	3,292
Adjusted net income (non-GAAP)	$	58,481		$	46,412
ADJUSTED EPS
Adjusted net income (non-GAAP) (from above)	$	58,481		$	46,412
Weighted average common shares outstanding		15,730,016			14,768,687
Weighted average common and common equivalent shares outstanding		15,967,775			15,064,730
Adjusted EPS (non-GAAP):
Basic	$	3.72		$	3.14
Diluted	$	3.66		$	3.08
ADJUSTED ROAA
Adjusted net income (non-GAAP) (from above)	$	58,481		$	46,412
Average Assets	$	5,102,980		$	4,392,121
Adjusted ROAA (annualized) (non-GAAP)		1.15	%		1.06	%
ADJUSTED NIM (TEY)*
Net interest income (GAAP)	$	155,559		$	142,395
Plus: Tax equivalent adjustment		6,727			6,637
Net interest income - tax equivalent (non-GAAP)	$	162,286		$	149,032
Less: Accquisition accounting net accretion		4,344			5,527
Adjusted net interest income	$	157,942		$	143,505
Average earning assets	$	4,703,289		$	4,120,144
NIM (GAAP)		3.31	%		3.46	%
NIM (TEY) (non-GAAP)		3.45	%		3.62	%
Adjusted NIM (TEY) (non-GAAP)		3.36	%		3.48	%
EFFICIENCY RATIO
Noninterest expense (GAAP)	$	155,234		$	119,143
Net interest income (GAAP)	$	155,559		$	142,395
Noninterest income (GAAP)		78,768			41,541
Total income	$	234,327		$	183,936
Efficiency ratio (noninterest expense/total income) (non-GAAP)		66.25	%		64.77	%

*    Nonrecurring items (after-tax) are calculated using an estimated effective tax rate of 21% with the exception of goodwill impairment which is not deductible for tax and gain on sale of subsidiary which has an estimated effective tax rate of 30.5%.

33

NET INTEREST INCOME AND MARGIN (TAX EQUIVALENT BASIS) (Non-GAAP)

Net interest income, on a tax equivalent basis, increased 9% to $162.3 million for the year ended December 31, 2019, as compared to the prior year. Excluding the tax equivalent adjustments, net interest income increased 9% for the year ended December 31, 2019 compared to the prior year. Net interest income improved due to several factors:

· The merger with Springfield Bancshares in the third quarter of 2018; and

· Strong organic loan and deposit growth over the past 12 months.

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

	Tax Equivalent Basis				GAAP
	For the Year Ended				For the Year Ended
	December 31,		December 31,		December 31,		December 31,
	2019		2018		2019		2018
Average Yield on Interest-Earning Assets	4.74	%	4.60	%	4.46	%	4.44	%
Average Cost of Interest-Bearing Liabilities	1.66	%	1.29	%	1.44	%	1.29	%
Net Interest Spread	3.08	%	3.31	%	3.02	%	3.15	%
NIM	3.45	%	3.62	%	3.31	%	3.46	%
NIM Excluding Acquisition Accounting Net Accretion	3.36	%	3.48	%	3.28	%	3.32	%

Acquisition accounting net accretion can fluctuate mostly depending on the payoff activity of the acquired loans. In evaluating net interest income and NIM, it's important to understand the impact of acquisition accounting net accretion when comparing periods. The above table reports NIM with and without the acquisition accounting net accretion to allow for more appropriate comparisons.  A comparison of acquisition accounting net accretion included in NIM is as follows:

		For the Year Ended
		December 31,		December 31,
		2019		2018
		(dollars in thousands)
Acquisition Accounting Net Accretion in NIM	$	4,344	$	5,527

NIM on a tax equivalent basis was down 17 basis points on a linked-year basis.  Excluding acquisition accounting net accretion, NIM was down 12 basis points on a linked-year basis.  The decrease in NIM during the year was due to a 14 basis point increase in the yield on interest earning assets offset by a 37 basis point increase in the total cost of funds (due to both mix and rate).

Historically, the Company has had an interest rate risk profile of liability sensitivity, meaning the interest-bearing liabilities reprice faster and farther than interest-earning assets.  Thus, in rising rate enviroments, the Company may have less growth in net interest income and may experience NIM compression.  Alternatively, in falling rate environments, the Company may grow more net interest income and may experience NIM expansion.  During 2018 and the first half of 2019, there was a rising rate environment and the Company experienced NIM compression.  For the second half of 2019, the interest rate environment turned to a falling rate environment, and the Company experienced NIM expansion.

In an effort to shift its interest rate risk position closer to neutral, the Company purchased interest rate caps on $375 million of variable rate deposits and short-term fixed rate brokered CDs.  See Note 7 of the Company’s Consolidated Financial Statements for details on the interest rate caps purchased.  The result shifted the Company’s interest rate risk position from liability sensitive to modestly asset sensitive.  The Company is now better positioned to withstand shifts in interest rates including both rising and falling rates as well as other shapes of the yield curve.  Refer to Item 7A for further discussion on the Company’s interest rate risk position.

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 focusing on quality growth in conjunction with  the improvement of their NIMs. Management continually addresses this issue with pricing and other balance sheet management strategies which included better loan pricing, reducing reliance on very rate-sensitive funding, closely managing deposit rate increases and finding additional ways to manage cost of funds through derivatives.

34

The Company’s average balances, interest income/expense, and rates earned/paid on major balance sheet categories are presented in the following table:

	Year Ended December 31,
	2019								2018							2017
				Interest		Average						Interest		Average					Interest		Average
	Average			Earned		Yield or			Average			Earned		Yield or		Average			Earned		Yield or
	Balance			or Paid		Cost			Balance			or Paid		Cost		Balance			or Paid		Cost
	(dollars in thousands)
ASSETS
Interest earning assets:
Federal funds sold	$	8,898		$	203		2.29	%	$	20,472		$	338	1.65	%	$	17,577		$	149	0.85	%
Interest-bearing deposits at financial institutions		179,635			3,910		2.18			66,275			1,267	1.91			78,842			874	1.11
Investment securities (1)		635,650			24,151		3.80			659,017			23,621	3.58			590,761			22,460	3.80
Restricted investment securities		21,559			1,174		5.45			22,023			1,093	4.96			15,768			631	4.00
Gross loans/leases receivable (1) (2) (3)		3,857,547			193,365		5.01			3,352,357			163,197	4.87			2,611,888			120,618	4.62
Total interest earning assets	$	4,703,289			222,803		4.74		$	4,120,144			189,516	4.60		$	3,314,836			144,732	4.37
Noninterest-earning assets:
Cash and due from banks	$	81,645							$	72,920						$	67,559
Premises and equipment		78,189								68,602							62,719
Less allowance		(40,953)								(38,200)							(33,193)
Other		280,810								168,655							107,927
Total assets	$	5,102,980							$	4,392,121						$	3,519,848
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing deposits	$	2,443,989			29,898		1.22	%	$	2,043,314			18,651	0.91	%	$	1,622,723			7,992	0.49	%
Time deposits		966,745			20,977		2.17			766,020			12,024	1.57			528,834			5,020	0.95
Short-term borrowings		16,837			363		2.16			19,458			293	1.51			22,596			114	0.50
FHLB advances		108,536			2,895		2.67			202,715			4,768	2.35			120,206			1,981	1.65
Other borrowings		13,563			512		3.77			69,623			2,749	3.95			73,394			2,879	3.92
Subordinated notes		60,883			3,564		5.85			—			—	—			—			—	—
Junior subordinated debentures		37,751			2,308		6.11			37,578			1,999	5.32			34,030			1,466	4.31
Total interest-bearing liabilities	$	3,648,304			60,517		1.66		$	3,138,708			40,484	1.29		$	2,401,783			19,452	0.81
Noninterest-bearing demand deposits	$	817,473							$	792,885						$	765,019
Other noninterest-bearing liabilities		129,794								54,555							42,836
Total liabilities	$	4,595,571							$	3,986,148						$	3,209,638
Stockholders' equity		507,409								405,973							310,210
Total liabilities and stockholders' equity	$	5,102,980							$	4,392,121						$	3,519,848
Net interest income				$	162,286							$	149,032						$	125,280
Net interest spread							3.08	%						3.31	%						3.56	%
Net interest margin							3.31	%						3.46	%						3.50	%
Net interest margin (TEY)(Non-GAAP)							3.45	%						3.62	%						3.78	%
Adjusted net interest margin (TEY)(Non-GAAP)							3.36	%						3.48	%						3.64	%
Ratio of average interest-earning assets to average interest-bearing liabilities		128.92	%							131.27	%						138.02	%

(1) Interest earned and yields on nontaxable investment securities and loans are determined on a tax equivalent basis using a 21% 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.

35

The Company’s components of change in net interest income are presented in the following table:

	For the years ended December 31, 2019 and 2018
	Inc./(Dec.)		Components
	from		of Change (1)
	Prior Year		Rate		Volume
	2019 vs. 2018
	(dollars in thousands)
INTEREST INCOME
Federal funds sold	$	(134)	$	101	$	(235)
Interest-bearing deposits at financial institutions		2,643		199		2,444
Investment securities (2)		529		1,386		(857)
Restricted investment securities		81		104		(23)
Gross loans/leases receivable (2) (3)		30,168		4,965		25,203
Total change in interest income	$	33,287	$	6,755	$	26,532
INTEREST EXPENSE
Interest-bearing deposits	$	11,247	$	7,135	$	4,112
Time deposits		8,953		5,312		3,641
Short-term borrowings		70		113		(43)
Federal Home Loan Bank advances		(1,873)		573		(2,446)
Other borrowings		(2,237)		(116)		(2,121)
Subordinated notes		3,564		—		3,564
Junior subordinated debentures		309		—		309
Total change in interest expense	$	20,033	$	13,017	$	7,016
Total change in net interest income	$	13,254	$	(6,262)	$	19,516

(1) The column "Inc/(Dec) from Prior Year" 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 loans are determined on a tax equivalent basis using a 21% 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.

The Company’s operating results are also impacted by various sources of noninterest income, including trust department fees, investment advisory and management fees, deposit service fees, gains from the sales of residential real estate loans and government guaranteed loans, earnings on BOLI and other income. Offsetting these items, the Company incurs noninterest expenses, which include salaries and employee benefits, occupancy and equipment expense, professional and data processing fees, FDIC and other insurance expense, loan/lease expense and other administrative expenses.

The Company’s operating results are also affected by economic and competitive conditions, particularly changes in interest rates, income tax rates, government policies and actions of regulatory authorities.

CRITICAL ACCOUNTING POLICIES

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the U.S. of America. 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.

Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, management has identified the following as critical accounting policies:

GOODWILL

The Company records all assets and liabilities purchased in an acquisition, including intangibles, at fair value. Goodwill is not amortized but is subject, at a minimum, to annual tests for impairment. In certain situations, interim impairment tests may be required if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The initial recognition of goodwill and subsequent impairment analysis requires us to make subjective judgments concerning estimates of how the acquired assets will perform in the future using valuation methods, which may include using the current market price of stock or discounted cash flow analyses. Additionally, estimated cash flows may extend beyond five years and, by their nature, are difficult to determine over an extended timeframe. Events and factors that may

36

significantly affect the estimates include, among others, competitive forces, customer behaviors, changes in revenue growth trends, cost structures, technology, changes in discount rates and market conditions. In determining the reasonableness of cash flow estimates, the Company reviews historical performance of the underlying assets or similar assets in an effort to assess and validate assumptions utilized in its estimates.

In assessing the fair value of reporting units, we may consider the stage of the current business cycle and potential changes in market conditions. We may also utilize other information to validate the reasonableness of our valuations, including public market comparables and multiples of recent mergers and acquisitions of similar businesses. Valuation multiples may be based on tangible capital ratios of comparable companies and business segments. These multiples may be adjusted to consider competitive differences, including size, operating leverage and other factors. The carrying amount of a reporting unit is determined based on the capital required to support the reporting unit’s activities, including its tangible and intangible assets. The determination of a reporting unit’s capital allocation requires judgment and considers many factors, including the regulatory capital regulations and capital characteristics of comparably situated companies in relevant industry sectors. In certain circumstances, the Company will engage a third-party to independently validate our assessment of the fair value of our reporting units.

The Company assesses the impairment of goodwill whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following:

· Significant under-performance relative to expected historical or projected future operating results;

· Significant changes in the manner of use of the acquired asets or the strategy for the overall business;

· Significant negative industry or economic trends;

· Significant decline in the market price for our common stock over a sustained period; or

· Market capitalization relative to net book value.

The Company engaged an external specialist to assess the goodwill at the reporting unit level for the banks in 2019. As of November 30, 2019, the Company’s management performed an internal assessment of the goodwill for the Bates Companies reporting unit.  As the Bates Companies is located in Rockford, Illinois, the Company had intended to achieve synergies and cross-selling opportunities that significantly enhanced the value of the Bates Companies.  With the sale of the assets and liabilities of RB&T, which was the Company’s bank subsidiary located in Rockford, Illinois, the Company’s valuation analysis determined the value had declined and the goodwill was impaired.  Specifically, the Company determined a goodwill impairment charge of $3 million was required for the Bates Companies.  The Company used a combination of methods to determine the value and related goodwill impairment charge.  The methods included prices of comparable businesses as well as recent discussions with existing wealth management providers in the surrounding Rockford market. 

The Company conducted an internal assessment of the goodwill, both collectively and at its subsidiaries in 2018 and determined no goodwill impairement charges were required.

ALLOWANCE FOR LOAN AND LEASE LOSSES

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

Qualitative factors include the general economic environment in the Company’s markets, including economic conditions both locally and nationally, and in particular the economic health of certain industries. Size and complexity of individual credits in relation to loan/lease structure, existing loan/lease policies and pace of portfolio growth are other qualitative factors that are considered in the methodology. As the Company adds new products and increases the complexity of its loan/lease portfolio, it enhances its methodology accordingly.

Management may report a materially different amount for the provision in the statement of operations to change the allowance if its assessment of the above factors were different. The discussion regarding the Company’s allowance should be read in conjunction with the Company’s financial statements and the accompanying notes presented elsewhere in this

37

Annual Report on Form 10‑K, as well as the portion of this MD&A section entitled “Financial Condition – Allowance for Estimated Losses on Loans/Leases.”

Although management believes the level of the allowance as of December 31, 2019 was adequate to absorb losses inherent in the loan/lease portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019 and 2018

INTEREST INCOME

For 2019, interest income grew $33.3 million, or 18%. In total, the Company’s average interest-earning assets increased $583.1 million, or 14%, year-over-year. Average loans/leases grew 15%, while average securities decreased 3%.

For 2018, interest income grew $47.4 million, or 35%. In total, the Company’s average interest-earning assets increased $805.3 million, or 24%, year-over-year. Average loans/leases grew 28%, while average securities grew 12%. The acquisition of Guaranty Bank occurred in the fourth quarter of 2017, therefore 2018 was the first full year that Guaranty Bank was included in the Company’s financial results. The acquisition of SFC Bank in the third quarter of 2018 also contributed to the increase in interest income and average interest-earning assets.

In 2019, the Company continued to diversify its securities portfolio, including by increasing its portfolio of tax exempt municipal securities. The large majority of these securities 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 the securities portfolio to maximize yield while minimizing credit and interest rate risk.

INTEREST EXPENSE

Comparing 2019 to 2018, interest expense increased $20.0 million, or 49%, year-over-year. Average interest-bearing liabilities increased 16% in 2019. The acquisition of SFC Bank occurred in the third quarter of 2018. Therefore 2019 was the first full year that SFC Bank was included in the Company’s financial results. The Company has grown organically at a significant pace over the past several years. Loan growth has been funded in larger part by bigger depositor relationships with higher rate sensitivity, many of which have pricing tied to a certain index.  As a result, the cost of these funds is higher than the rest of the Company’s core deposit portfolio, and the cost rises at a higher rate (beta) as market interest rates rise.  The beta on the balance of the Company’s core deposit portfolio has performed well and is much lower than the beta on relationships with pricing tied to a certain index.  Additionally, loan growth has outpaced deposit growth. Therefore, short-term borrowings have increased to temporarily fill in the funding gap and the cost of these funds has increased with the rising rate environment experienced in 2018 and the first half of 2019.  In the second half of  2019, the Company’s cost of funds declined in conjunction with the now declining rate environment.  In addition, the Company purchased interest rate caps of $375 million of variable-rate deposit and fixed-rate short-term brokered CDs.  These will help minimize the cost of funds expansion in future rising rate environments.

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

PROVISION FOR LOAN/LEASE LOSSES

The provision for loan/lease losses 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 the risk associated with the loans/leases in the portfolio as described in more detail in the “Critical Accounting Policies” section.

38

The Company’s provision totaled $7.1 million for 2019, a derease of $5.6 million from 2018. The decrease in 2019 was primarily attributable to improved asset quality.

The Company had an allowance of 0.98% of total gross loans/leases at December 31, 2019, compared to 1.07% of total gross loans/leases at December 31, 2018.  Management evaluates the allowance needed on the acquired loans factoring in the remaining discount, which was $7.0 million and $11.6 million at December 31, 2019 and 2018, respectively.

The Company’s allowance to total NPLs was 403.87% at December 31, 2019, which was up from 214.79% at December 31, 2018.

The fluctuations in these ratios were the result of recent acquisitions. In accordance with GAAP for acquisition accounting, acquired loans must be recorded at fair value; therefore, no allowance was associated with these loans. As acquired loans renew, the discount associated with those loans is eliminated and the Company must establish an allowance.

For 2020, the Company expects the provision for credit losses to adjust with changes to risk grade, other indications of credit quality, and loan volume. On January 1, 2020, the Company adopted ASU 2016-13 (CECL). The initial impact of CECL is expected to be an increase of 5-20% of the December 31, 2019 allowance for estimated losses on loans/leases.  The after-tax charge will result in a decrease to the stockholders' equity as of January 1, 2020. See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for additional information on the Company’s impact of adoption.

NONINTEREST INCOME

The following tables set forth the various categories of noninterest income for the years ended December 31, 2019 and 2018.

	Year Ended
	December 31,		December 31,
	2019		2018		$ Change		% Change
Trust department fees	$	9,559	$	8,707	$	852	9.8	%
Investment advisory and management fees		6,995		4,726		2,269	48.0
Deposit service fees		6,812		6,420		392	6.1
Gains on sales of residential real estate loans, net		2,571		901		1,670	185.3
Gains on sales of government guaranteed portions of loans, net		748		405		343	84.7
Swap fee income		28,295		10,787		17,508	162.3
Securities losses, net		(30)		—		(30)	100.0
Earnings on bank-owned life insurance		1,973		1,632		341	20.9
Debit card fees		3,357		3,263		94	2.9
Correspondent banking fees		773		852		(79)	(9.3)
Gain on sale of assets and liabilities of subsidiary		12,286		—		12,286	100.0
Other		5,429		3,848		1,581	41.1
Total noninterest income	$	78,768	$	41,541	$	37,227	89.6	%

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. With strong growth in assets under management, trust department fees increased 10% in the current 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.

Management has placed a stronger emphasis on growing its investment advisory and management services. Part of this initiative has been to structure 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. Similar to trust department fees, fees from these services are largely determined based on the value of the investments managed. On October 1, 2018 the Company acquired the Bates Companies, headquartered in Rockford, Illinois.  The acquisition enhanced the wealth management services of the Company by adding approximately $704 million of assets under management as of the acquisition date.  Investment advisory and management fees increased 48% in 2019 compared to 2018.

39

Deposit service fees expanded 6% in 2019 as compared to 2018. The increase was the result of recent acquistions. Additionally, the Company has continued its emphasis on shifting the mix of deposits from brokered and retail time deposits to non-maturity demand deposits across all its markets. With this continuing shift in mix, the Company has increased the number of demand deposit accounts, which tend to be lower in interest cost and higher in service fees. The Company plans to continue this shift in mix and to further focus on growing deposit service fees.

Gains on sales of residential real estate loans, net, increased 185% in 2019 as compared to 2018. The increase was largely due to the addition of SFC Bank in 2018 which recognized gains on sales of residential real estate of $1.7 million in 2019. 

The Company’s gains on the sale of government-guaranteed portions of loans for 2019 increased 85% as compared to 2018. Given the nature of these gains, large fluctuations can happen from quarter-to-quarter and year-to-year. As one of its strategies, the Company continues to leverage its expertise by taking advantage of programs offered by the SBA and the USDA. 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.  Recently, competitors have been offering SBA loan candidates traditional financing without such a guarantee and the Company is not willing to relax its structure for those lending opportunities.

As a result of the relatively low interest rate environment, the Company was able to execute numerous interest rate swaps on select commercial loans, including tax credit project 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 upon the pricing. Management will continue to review opportunities to execute these swaps at all of its subsidiary banks, as the circumstances are appropriate for the borrower and the Company. An optimal interest rate swap candidate must be of a certain size and sophistication which can lead to volatility in activity from year to year. Swap fee income totaled $28.3 million in 2019 as compared to $10.8 million in 2018. The increase in swap fee income was due to both the volume and the size of the transactions executed. Future levels of swap fee income are dependent upon prevailing interest rates.

Securities losses, net of gains totaled $30 thousand in 2019 as compared to no securities gains or losses for 2018.

Earnings on BOLI increased 21% in 2019. There were no purchases of BOLI in 2019. Yields on BOLI (based on a simple average and excluding the impact of the federal income tax exemption) were 2.10% for 2019 and 2.57% for 2018. Notably, a small portion of the Company’s BOLI is variable rate whereby the returns are determined by the performance of the equity market. Management intends to continue to review its BOLI investments to be consistent with policy and regulatory limits in conjunction with the rest of its earning assets in an effort to maximize returns while minimizing risk.

Debit card fees are the interchange fees paid on certain debit card customer transactions. Debit card fees increased 3% in 2019. The primary reason for the increase was the recent acquisitions. 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 9% in 2019. The fees are generally included in the earnings credit rates which incent the correspondent bank to maintain higher levels of noninterest bearing deposits to offset the correspondent banking fees.  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 193 banks in Iowa, Illinois, Missouri and Wisconsin.

Gain on sale of assets and liabilities of subsidiary totaled $12.3 million in 2019 due to the sale of the assets and liabilities of RB&T on November 30, 2019.  See Note 2 of the Consolidated Financial Statements for further detail.

Other noninterest income increased 41% in 2019. The increase was driven by fluctuations in net gains recognized on the disposal of leased assets, fee income and the addition of SFC Bank.

40

NONINTEREST EXPENSES

The following tables set forth the various categories of noninterest expenses for the years ended December 31, 2019 and 2018.

	Year Ended
	December 31,		December 31,
	2019		2018		$ Change		% Change
Salaries and employee benefits	$	92,063	$	68,994	$	23,069	33.4	%
Occupancy and equipment expense		15,106		12,884		2,222	17.2
Professional and data processing fees		13,381		11,452		1,929	16.8
Acquisition costs		—		1,795		(1,795)	(100.0)
Post-acquisition compensation, transition and integration costs		3,582		2,086		1,496	71.7
Disposition costs		3,325		—		3,325	100.0
FDIC insurance, other insurance and regulatory fees		2,955		3,594		(639)	(17.8)
Loan/lease expense		1,097		1,544		(447)	(29.0)
Net cost of and gains/losses on operations of other real estate		3,789		2,489		1,300	52.2
Advertising and marketing		4,548		3,552		996	28.0
Bank service charges		2,009		1,838		171	9.3
Loss on debt extinguishment		436		—		436	100.0
Correspondent banking expense		836		821		15	1.8
Intangibles amortization		2,266		1,692		574	33.9
Goodwill Impairment		3,000		—		3,000	100.0
Other		6,841		6,402		439	6.9
Total noninterest expense	$	155,234	$	119,143	$	36,091	30.3	%

Management places strong emphasis on overall cost containment and is committed to improving the Company’s general efficiency. One-time charges relating to acquisitions, dispositions and goodwill impairment impacted expense in 2019.

Salaries and employee benefits, which is the largest component of noninterest expense, increased 33% in 2019 as compared to 2018. This increase was primarily related to bonuses and commissions on elevated swap fee income, improved financial results and the related incentives, the addition of SFC Bank and Bates Companies employees and the addition to operational infrastructure and investment in additional staffing both at the corporate level and at some of the bank charters.

Occupancy and equipment expense increased 17% in 2019 as compared to 2018. This increase was due to higher information technology service costs, increases in repairs and maintenance costs, renovations to existing buildings, and the additions of SFC Bank and the Bates Companies.

Professional and data processing fees increased 17% in 2019 as compared to 2018. This increased expense was mostly due to the additions of the Bates Companies and SFC Bank. Legal expense was elevated due to a legal matter at RB&T where two employees had been charged with wrongdoing in connection with an SBA loan application. Neither RB&T, nor the Company, have been charged in the case. The charges were dismissed in December 2019. 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 negotiation or managed reduction in activity where costs are determined on a usage basis.

There were no acquisition costs in 2019. There were $1.8 million of acquisition costs in 2018 related to the acquisitions of the Bates Companies and SFC Bank. These costs were comprised primarily of legal, accounting and investment banking costs related to the acquisitions described in Note 2 to the Consolidated Financial Statements.

Post-acquisition compensation, transition and integration costs totaled $3.6 million and $2.1 million for 2019 and 2018, respectively. These costs were comprised primarily of personnel costs, IT integration, and conversion costs related to the acquisitions described in Note 2 to the Consolidated Financial Statements. 

Disposition costs totaled $3.3 million for 2019. The costs were comprised primarily of legal, accounting, disposal of fixed assets and prepaids, personnel costs and IT deconversion costs related to the sale of RB&T.  There were no disposition costs for 2018.

FDIC insurance, other insurance and regulatory fee expense decreased 18% in 2019.  The decrease in expense was due to the award of assessment credits by the FDIC in September 2019 and December 2019.

41

Loan/lease expense decreased 29% in 2019 as compared to 2018. Generally, loan/lease expense has a direct relationship with the level of NPLs; however, it may deviate depending upon the individual NPLs.

Net cost and gains/losses on 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 totaled $3.8 million for 2019. The increase in 2019 is due primarily to $3.4 million of subsequent write-down of one OREO property.

Advertising and marketing expense increased 28% in 2019 as compared to 2018. The increase in expense was primarily due to the addition of SFC Bank.

Bank service charges, a large portion of which include indirect costs incurred to provide services to QCBT’s correspondent banking customer portfolio, increased 9% in 2019 as compared to 2018. As transaction volumes continue to increase and the number of correspondent banking clients increases, the associated expenses will also increase.

Losses on debt extinguishment were $436 thousand in 2019 as compared to 2018. These losses relate to the prepayment of certain FHLB advances and wholesale structured repurchase agreements. There were no losses on debt extinguishment in 2018.

Correspondent banking expense increased 2% in 2019. These are direct costs incurred to provide services to QCBT’s correspondent banking customer portfolio, including safekeeping and cash management services. The increase was due, in large part, to the success QCBT has had in growing its correspondent banking customer portfolio.

Intangible amortization expense increased 34% in 2019 as compared to 2018. The increase was due to the addition of SFC Bank and the Bates Companies in 2018.

Goodwill impairment expense totaled $3.0 million in 2019 related to the Bates Companies.  See Note 7 to the Consolidated Financial Statements for further discussion.  There was no goodwill impairment expense in 2018.

Other noninterest expense increased 7% in 2019 as compared to 2018. Included in other noninterest expense are items such as subscriptions, sales and use tax and expenses related to wealth management. The majority of this increase is related to the addition of SFC Bank.

INCOME TAX EXPENSE

The provision for income taxes was $14.6 million for 2019, or an effective tax rate of 20.3%, compared to $9.0 million for 2018, or an effective tax rate of 17.3%.  Refer to the reconciliation of the expected income tax rate to the effective tax rate that is included in Note 14 to the Consolidated Financial Statements for additional details.

42

FINANCIAL CONDITION AS OF DECEMBER 31, 2019 AND 2018

OVERVIEW

Following is a table that represents the major categories of the Company’s balance sheet.  On November 30, 2019, the Company sold substantially all of the assets and transferred substantially all of the deposits and certain other liabilities of the Company’s wholly-owned subsidiary, RB&T. As a result, those assets and liabilities of RB&T are not included in the Company’s results of its financial condition as of December 31, 2019, the removal of which impacts balance sheet comparisons to the prior period.

		As of December 31,
		2019				2018
		(dollars in thousands)
	Amount		%		Amount		%
Cash, federal funds sold, and interest-bearing deposits	$	233,945	5	%	$	245,119	5	%
Securities		611,341	12	%		662,969	13	%
Net loans/leases		3,654,204	75	%		3,692,907	75	%
Other assets		397,594	8	%		348,715	7	%
Assets held for sale		11,966	-	%		—	-	%
Total assets	$	4,909,050	100	%	$	4,949,710	100	%
Total deposits	$	3,911,051	80	%	$	3,977,031	80	%
Total borrowings		278,955	5	%		404,968	8	%
Other liabilities		178,690	4	%		94,573	2	%
Liabilities held for sale		5,003	-	%		—	-	%
Total stockholders' equity		535,351	11	%		473,138	10	%
Total liabilities and stockholders' equity	$	4,909,050	100	%	$	4,949,710	100	%

In 2019, total assets decreased $40.7 million, or 1%. This included $454.0 million in assets sold as part of the RB&T sale (further described in Note 2 to the Consolidated Financial Statements). The Company’s loan/lease portfolio decreased $38.7 million, or 1%, during 2019. The decrease in the loan/lease portfolio was related to the sale of loans as part of the RB&T sale (further described in Note 2 to the Consolidated Financial Statements). Excluding the sale of loans as part of the RB&T sale, the Company’s loan/lease portfolio grew organically $319.2 million, or 10.9%, during 2019, which was primarily funded by deposit growth. Deposits grew $335.3 million, or 10% during 2019, excluding the $401.3 million of deposits sold as part of the RB&T sale. Borrowings decreased $109.9 million, or 27% during 2019, excluding the $16.2 million of borrowings sold in the RB&T sale.

As of December 31, 2019, there were $12.0 million of assets held for sale, primarily comprised of bank-owned life insurance that was retained from the RB&T sale.  There were $5.0 million of liabilities held for sale, primarily comprised of deferred compensation obligations to former RB&T employees as part of the sale transaction. These assets and liabilities are expected to be liquidated by June 30, 2020.

INVESTMENT SECURITIES

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

43

Following is a breakdown of the Company’s securities portfolio by type, the percentage of net unrealized gains (losses) to carrying value on the total portfolio, and the portfolio duration as of December 31, 2019 and 2018.

	2019					2018
	Amount			%		Amount			%
	(dollars in thousands)
U.S. govt. sponsored agency securities	$	20,078		3	%	$	36,411		5	%
Municipal securities		447,853		73	%		459,409		70	%
Residential mortgage-backed and related securities		120,587		20	%		159,249		24	%
Other securities		22,823		4	%		7,900		1	%
	$	611,341		100	%	$	662,969		100	%
Securities as a % of Total Assets		12.45	%				13.39	%
Net Unrealized Gains (Losses) as a % of Amortized Cost		4.88	%				(1.01)	%
Duration (in years)		6.7					6.8
Yield on investment securities (tax equivalent)		3.80	%				3.58	%

Notably, the net decline in total securities is mostly due to the sale of RB&T.

Management monitors the level of unrealized gains/losses including performing quarterly reviews of individual securities for evidence of OTTI. Management identified no OTTI in 2019 or 2018.

The Company has not invested in non-agency commercial or residential mortgage-backed securities or pooled trust preferred securities.

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

LOANS/LEASES

Excluding RB&T loans sold, total loans grew 10.9% in 2019 over 2018. The mix of loan/lease types within the Company’s loan/lease portfolio is presented in the following table.

	As of December 31,
	2019				2018				2017				2016				2015
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%
	(dollars in thousands)
C&I loans	$	1,507,825	41	%	$	1,429,410	38	%	$	1,134,516	38	%	$	827,637	34	%	$	648,160	36	%
CRE loans		1,736,396	47	%		1,766,111	48	%		1,303,492	44	%		1,093,459	46	%		724,369	41	%
Direct financing leases		87,869	2	%		117,969	3	%		141,448	5	%		165,419	7	%		173,656	10	%
Residential real estate loans		239,904	7	%		290,759	8	%		258,646	9	%		229,233	10	%		170,433	9	%
Installment and other consumer loans		109,352	3	%		119,381	3	%		118,611	4	%		81,666	3	%		73,669	4	%
Total loans/leases	$	3,681,346	100	%	$	3,723,630	100	%	$	2,956,713	100	%	$	2,397,414	100	%	$	1,790,287	100	%
Plus deferred loan/lease origination costs, net of fees		8,859				9,124				7,773				8,073				7,736
Less allowance		(36,001)				(39,847)				(34,356)				(30,757)				(26,141)
Net loans/leases	$	3,654,204			$	3,692,907			$	2,930,130			$	2,374,730			$	1,771,882

Historically, the Company structures most residential real estate loans to conform to the underwriting requirements of Freddie Mac and Fannie Mae to allow the subsidiary banks to resell the loans on the secondary market to avoid the interest rate risk associated with longer term fixed rate loans and recognizing noninterest income from the gain on sale. Loans originated for this purpose were classified as held for sale and are included in the residential real estate loans in the table above. Historically, the subsidiary banks structure most loans that will not conform to those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years, and then retain these loans in their portfolios. The Company holds a limited amount of 15‑year fixed rate residential real estate loans originated in prior years that met certain credit guidelines. In addition, the Company has not originated any subprime, Alt-A, no documentation, or stated income residential real estate loans throughout its history.

44

The following tables set forth the remaining maturities by loan/lease type as of December 31, 2019 and 2018. Maturities are based on contractual dates.

	As of December 31, 2019
										Maturities After One Year
	Due in one			Due after one			Due after			Predetermined			Adjustable
	year or less			through 5 years			5 years			interest rates			interest rates
	(dollars in thousands)
C&I loans	$	448,045		$	660,687		$	399,093		$	701,633		$	358,147
CRE loans		269,687			876,481			590,228			890,149			576,560
Direct financing leases		7,612			76,297			3,960			80,257			—
Residential real estate loans		16,352			15,143			208,409			186,853			36,699
Installment and other consumer loans		28,786			44,534			36,032			38,970			41,596
	$	770,482		$	1,673,142		$	1,237,722		$	1,897,862		$	1,013,002
Percentage of total loans/leases		21	%		45	%		34	%		65	%		35	%

	As of December 31, 2018
										Maturities After One Year
	Due in one			Due after one			Due after			Predetermined			Adjustable
	year or less			through 5 years			5 years			interest rates			interest rates
	(dollars in thousands)
C&I loans	$	567,593		$	465,514		$	396,303		$	583,819		$	277,998
CRE loans		275,540			1,010,093			480,478			1,054,286			436,285
Direct financing leases		7,897			104,318			5,753			110,071			—
Residential real estate loans		10,430			23,373			256,956			207,344			72,985
Installment and other consumer loans		21,652			59,760			37,970			47,067			50,663
	$	883,112		$	1,663,058		$	1,177,460		$	2,002,587		$	837,931
Percentage of total loans/leases		24	%		45	%		31	%		71	%		29	%

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 December 31, 2019 and 2018, respectively, approximately 26% and 28% of the CRE loan portfolio was owner-occupied.

A syndicated loan is a commercial loan provided by a group of lenders and is structured, arranged and administered by one or several commercial or investment banks known as arrangers. The nationally syndicated loans invested in by the Company consist of fully funded, highly liquid term loans for which there is a liquid secondary market. The amount of nationally syndicated loans totaled $38.2 million and $40.8 million as of December 31, 2019 and 2018, respectively.

The Company also has several loans that are syndicated to borrowers in our existing markets or purchased from peer banks that we have a relationship with. These loans were immaterial as of December 31, 2019 and 2018.

See Note 4 to the Consolidated Financial Statements for additional information on the Company’s loan/lease portfolio.

ALLOWANCE FOR ESTIMATED LOSSES ON LOANS/LEASES

The allowance totaled $36.0 million at December 31, 2019, which was a decrease of $3.8 million, or 10%, from $39.8 million at December 31, 2018. Provision (excluding provision related to assets held for sale during the year) totaled $6.6 million for 2019 and outpaced net charge-offs of $4.4 million (or 11 basis points of average loans/leases outstanding).

The decrease in allowance in 2019 was primarily attributable to the sale of loans and leases of RB&T as well as continued asset quality improvements.

45

The following table summarizes the activity in the allowance.

	Year ended December 31,
	2019			2018			2017			2016			2015
	(dollars in thousands)
Average amount of loans/leases outstanding, before allowance	$	3,857,547		$	3,352,357		$	2,611,888		$	2,042,555		$	1,707,523
Allowance:
Balance, beginning of fiscal year	$	39,847		$	34,356		$	30,757		$	26,141		$	23,074
Reclassification of allowance related to held for sale loans		(6,122)			—			—			—			—
Charge-offs:
C&I		(1,476)			(5,359)			(1,150)			(527)			(454)
CRE		(1,722)			(387)			(1,795)			(24)			(2,560)
Direct financing leases		(1,647)			(2,002)			(2,285)			(2,503)			(1,789)
Residential real estate		(191)			(127)			(102)			(77)			(170)
Installment and other consumer		(98)			(44)			(41)			(113)			(252)
Subtotal charge-offs		(5,134)			(7,919)			(5,373)			(3,244)			(5,225)
Recoveries:
C&I		276			295			191			109			634
CRE		208			50			43			33			502
Direct financing leases		190			344			186			93			136
Residential real estate		47			23			29			1			4
Installment and other consumer		51			40			53			146			145
Subtotal recoveries		772			752			502			382			1,421
Net charge-offs		(4,362)			(7,167)			(4,871)			(2,862)			(3,804)
Provision charged to expense		6,638			12,658			8,470			7,478			6,871
Balance, end of fiscal year	$	36,001		$	39,847		$	34,356		$	30,757		$	26,141
Net charge-offs to average loans/leases outstanding		0.11	%		0.21	%		0.19	%		0.14	%		0.22	%

The adequacy of the allowance was determined by management based on factors that included the overall composition of the loan/lease portfolio, types of loans/leases, historical loss experience, loan/lease delinquencies, potential substandard and doubtful credits, economic conditions, collateral positions, government guarantees and other factors that, in management’s judgment, deserved evaluation. To ensure that an adequate allowance was maintained, provisions were made based on the increase/decrease in loans/leases and a detailed analysis of the loan/lease portfolio. The loan/lease portfolio was reviewed and analyzed quarterly with specific detailed reviews completed on all credits risk-rated less than “fair quality” and carrying aggregate exposure in excess of $250 thousand. The adequacy of the allowance was monitored by the credit administration staff and reported to management and the board of directors.

The following is a table that reports the criticized and classified loan totals as of December 31, 2019 and 2018.

	As of December 31,
Internally Assigned Risk Rating *	2019			2018
		(dollars in thousands)
Special Mention (Rating 6)	$	19,952		$	42,058
Substandard (Rating 7)		33,649			28,593
Doubtful (Rating 8)		—			—
	$	53,601		$	70,651
Criticized Loans **	$	53,601		$	70,651
Classified Loans ***	$	33,649		$	28,593
Criticized Loans as a % of Total Loans/Leases		1.47	%		1.91	%
Classified Loans as a % of Total Loans/Leases		0.92	%		0.77	%

*    Amounts above exclude the government guaranteed portion, if any. The Company assigns internal risk ratings of Pass (Rating 2) for the government

      guaranteed portion.

**   Criticized loans are defined as C&I and CRE loans with internally assigned risk ratings of 6, 7, or 8, regardless of performance.

*** Classified loans are defined as C&I and CRE loans with internally assigned risk ratings of 7 or 8, regardless of performance.

Criticized loans decreased 24% and classified loans increased 18% in 2019 as compared to 2018.  The changes were primarily due to the sale of RB&T in addition to the downgrading of $5.4 million of loans from criticized to classified during the year.

46

NPLs (consisting of nonaccrual loans/leases, accruing loans/leases past due 90 days or more, and accruing TDRs) decreased $9.6 million, or 52%, during 2019. See the table in the following section for further detail on NPLs and NPAs.

In accordance with GAAP for acquisition accounting, acquired loans were recorded at fair value; therefore, there was no allowance associated with these loans at acquisition. Management continues to evaluate the allowance needed on the acquired loans factoring in the net remaining discount ($7.0 million and $11.6 million at December 31, 2019 and 2018, respectively).

The following table summarizes the trend in allowance as a percentage of gross loans/leases and as a percentage of NPLs as of December 31, 2019 and 2018.

	As of December 31,
	2019		2018
Allowance / Gross Loans/Leases	0.98	%	1.07	%
Allowance / NPLs	403.87	%	214.79	%

The following table presents the allowance by type and the percentage of loan/lease type to total loans/leases.

	As of December 31,
	2019				2018				2017				2016				2015
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%
	(dollars in thousands)
C&I loans		16,072	45	%		16,420	38	%		14,323	38	%		12,545	34	%		10,484	36	%
CRE loans		15,379	43	%		17,719	48	%		13,963	44	%		11,671	46	%		9,375	41	%
Direct financing leases		1,464	4	%		1,792	3	%		2,382	5	%		3,112	7	%		3,395	10	%
Residential real estate loans		1,948	5	%		2,557	8	%		2,466	9	%		2,342	10	%		1,790	9	%
Installment and other consumer loans		1,138	3	%		1,359	3	%		1,222	4	%		1,087	3	%		1,097	4	%
	$	36,001	100	%	$	39,847	100	%	$	34,356	100	%	$	30,757	100	%	$	26,141	100	%

%Represents the percentage of the certain type of loan/lease to total loans/leases

Although management believes that the allowance at December 31, 2019 is at a level adequate to absorb probable 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 for loan/lease losses 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 additional 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 its leasing company with the intention to improve the overall quality of the Company’s loan/lease portfolio.

See Note 4 to the Consolidated Financial Statements for additional information on the Company’s allowance.

47

NONPERFORMING ASSETS

The table below presents the amounts of NPAs.

	As of December 31,
	2019			2018			2017			2016			2015
	(dollars in thousands)
Nonaccrual loans/leases (1) (2)	$	7,902		$	14,260		$	11,441		$	13,919		$	10,648
Accruing loans/leases past due 90 days or more (3)		33			632			89			967			3
TDRs - accruing		979			3,659			7,113			6,347			1,054
Total NPLs		8,914			18,551			18,643			21,233			11,705
OREO		4,129			9,378			13,558			5,523			7,151
Other repossessed assets		41			8			80			202			246
Total NPAs	$	13,084		$	27,937		$	32,281		$	26,958		$	19,102
NPLs to total loans/leases		0.24	%		0.50	%		0.63	%		0.88	%		0.65	%
NPAs to total loans/leases plus repossessed property		0.35	%		0.75	%		1.08	%		1.12	%		1.06	%
NPAs to total assets		0.27	%		0.56	%		0.81	%		0.82	%		0.74	%

(1) Includes government guaranteed portions of loans, if applicable.

(2) Includes TDRs of $747 thousand at December 31, 2019 and $2.3 million at December 31, 2018.

(3) Includes TDRs of $496 thousand at December 31, 2018.

The large majority of the Company’s NPAs consists of nonaccrual loans/leases, accruing TDRs and OREO. For nonaccrual loans/leases, management thoroughly reviewed these loans/leases and provided specific allowances as appropriate. OREO is carried at the lower of carrying amount or fair value less costs to sell.

The policy of the Company is to place a loan/lease on nonaccrual status if:  (a) payment in full of interest or principal is not expected; or (b) principal or interest has been in default for a period of 90 days or more unless the obligation is both in the process of collection and well secured.  A loan/lease is well secured if it is secured by collateral with sufficient market value to repay principal and all accrued interest. A debt is in the process of collection if collection of the debt is proceeding in due course either through legal action, including judgment enforcement procedures, or in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to current status.

In 2019, the Company’s NPAs decreased $14.9 million, or 53% as compared to $27.9 million in 2018. OREO decreased $5.2 million as compared to $9.4 million in 2018 primarily due to $3.4 million in subsequent writedowns of one OREO property. 

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

DEPOSITS

Excluding the impact of deposits sold as part of the sale of RB&T, deposits grew $335.3 million or 10.3% during 2019.  The table below presents the composition of the Company’s deposit portfolio.

	As of December 31,
	2019				2018
	Amount		%		Amount		%
	(dollars in thousands)
Noninterest bearing demand deposits	$	777,224	20	%	$	791,102	20	%
Interest bearing demand deposits		2,407,502	61	%		2,204,205	55	%
Time deposits		571,343	15	%		704,903	18	%
Brokered deposits		154,982	4	%		276,821	7	%
	$	3,911,051	100	%	$	3,977,031	100	%

The Company has been successful in growing its noninterest-bearing deposit portfolio over the past several years, growing average balances 3% in 2019. Year-end balances can fluctuate a great deal due to large customer and correspondent bank activity. Trends have shown that this fluctuation is generally temporary.

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

48

significant success achieved by QCBT in growing its correspondent banking business, QCBT has developed procedures to proactively monitor this industry concentration of deposits and loans. Other deposit-related industry concentrations and large accounts are monitored by the internal asset liability management committee. See discussion regarding policy limits on bank stock loans in the Lending/Leasing section under Item 1 – Business in Part I of this Annual Report on Form 10‑K.

SHORT-TERM BORROWINGS

The subsidiary banks purchase federal funds for short-term funding needs from the FRB or from their correspondent banks. The table below presents the composition of the Company’s short-term borrowings.

	As of, December 31,
	2019		2018
	(dollars in thousands)
Overnight repurchase agreements	$	2,193	$	2,084
Federal funds purchased		11,230		26,690
	$	13,423	$	28,774

The Company’s federal funds purchased fluctuates based on the short-term funding needs of the Company’s subsidiary banks. See Note 9 to the Consolidated Financial Statements for additional information on the Company’s short-term borrowings.

FHLB ADVANCES AND OTHER BORROWINGS

As a result of their membership in the FHLB of Des Moines, the subsidiary banks have the ability to borrow funds for short-term or long-term purposes under a variety of programs. The subsidiary banks can utilize FHLB advances for loan matching as a hedge against the possibility of rising interest rates or when these advances provide a less costly source of funds than customer deposits. For 2019, FHLB advances decreased $107.2 million, or 40%, primarily due to deposit growth which outpaced the Company’s loan growth. 

	As of December 31,
	2019			2018
	(dollars in thousands)
FHLB Advances	$	159,300		$	266,492
Weighted Average Interest Rate at Year-End		1.74	%		2.55	%

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

	As of, December 31,
	2019		2018
	(dollars in thousands)
Wholesale structured repurchase agreements	$	—	$	35,000
Term notes		—		23,250
Revolving line of credit		—		9,000
	$	—	$	67,250

During 2019, the Company prepaid $25 million of wholesale structured repurchase agrements and the other $10 million matured without replacement.  For the term notes and revolving line of credit, these were paid off with the proceeds from the issuance of subordinated notes in the first quarter of 2019. See Notes 10 and 11 to the Consolidated Financial Statements for additional information regarding FHLB advances, and other borrowings.

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

49

SUBORDINATED NOTES

During 2019, the Company issued subordinated notes of $65.0 million.  Net proceeds, after deducting the underwriting discount and estimated expenses, were $63.4 million.  Immediately following the issuance, the Company repaid term notes totaling $21.3 million and the outstanding balance of $9.0 million on its revolving line of credit.  The term notes and revolving line of credit had been used to fund acquisitions as described in Note 2 to the Consolidated Financial Statements. See Note 12 to the Consolidated Financial Statements for additional information regarding subordinated notes.

STOCKHOLDERS’ EQUITY

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

	As of December 31,
	2019			2018
	(dollars in thousands)
Common stock	$	15,828		$	15,718
Additional paid in capital		274,785			270,761
Retained earnings		245,836			192,203
AOCI (loss)		(1,098)			(5,544)
Total stockholders' equity	$	535,351		$	473,138
TCE / TA ratio (non-GAAP)		9.25	%		7.78	%

*   TCE/TA ratio is a non-GAAP measure. Refer to the GAAP to Non-GAAP Reconciliations section of this report for more information.

As of December 31, 2019 and 2018, no preferred stock was outstanding.

In connection with the merger with Springfield Bancshares in the third quarter of 2018, the Company issued 1,699,414 shares of its common stock. This issuance increased common stock and additional paid in capital in comparison to the prior year. Refer to Note 2 of the Consolidated Financial Statements for additional information.

The following table presents the rollforward of stockholders’ equity for the years ended December 31, 2019 and 2018, respectively.

	For the Year Ended December 31,
	2019		2018
	(dollars in thousands)
Beginning balance	$	473,138	$	353,287
Net income		57,408		43,120
Other comprehensive income (loss), net of tax		4,446		(3,206)
Common cash dividends declared		(3,775)		(3,546)
Proceeds from issuance of 23,501 shares of common stock		—		1,000
Proceeds from issuance of 1,699,414 shares of common stock, net of costs		—		80,531
Other *		4,134		1,952
Ending balance	$	535,351	$	473,138

*   Includes mostly common stock issued for options exercised and the employee stock purchase plans, as well as stock-based compensation.

50

On February 18, 2020, the Company announced a share repurchase program, permitting the repurchase of up to 800,000 shares of its outstanding common stock, or approximately 5% of the outstanding shares as of December 31, 2019.  The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rules 10b5-1 and 10b-18 of the SEC.  The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requiremets and other factors.  The repurchase program does not obligate the Company to purchase any particular number of shares.

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, cash and due from banks and federal funds sold, which averaged $270.2 million and $159.7 million during 2019 and 2018, respectively. 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, structured repos, brokered deposits, lines of credit, borrowing at the Federal Reserve Discount Window, sales of securities available for sale, 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 principal payments on its securities portfolio.

At December 31, 2019, the subsidiary banks had 27 lines of credit totaling $380.6 million, of which $45.3 million was secured and $335.3 million was unsecured. At December 31, 2019, all of the $380.6 million was available.

At December 31, 2018, the subsidiary banks had 33 lines of credit totaling $363.7 million, of which $1.7 million was secured and $362.0 million was unsecured. At December 31, 2018, $343.7 million of the $363.7 million was available.

The Company maintains a $20.0 million secured revolving credit note with a variable interest rate and a maturity of June 30, 2020. At December 31, 2019, the full $20.0 million was available. See Note 11 to the Consolidated Financial Statements for additional information.

Investing activities used cash of $308.7 million during 2019 compared to $333.6 million during 2018. Proceeds from calls, maturities, pay downs, and sales of securities were $106.1 million for 2019 compared to $70.2 million for 2018. Purchases of securities used cash of $72.0 million for 2019 compared to $84.0 million for 2018. The net increase in loans/leases used cash of $320.4 million for 2019 compared to $292.7 million for 2018. The Company received net cash of $46.6 million related to the sale of RB&T assets and liabilities for 2019. Purchases of interest rate caps used cash of $4.3 million for 2019. There were no purchases of interest rate caps in 2018. The Company paid net cash of $5.2 million related to the acquisition of the Bates Companies and the merger with Springfield Bancshares in 2018.

Financing activities provided cash of $222.9 million for 2019 compared to $279.2 million for 2018. Net increases in deposits totaled $355.6 million for 2019 as compared to $271.3 million for 2018. Net short-term borrowings decreased $14.2 million for 2019 and increased $13.6 million for 2018. In 2019 the Company used $30.3 million to prepay select FHLB advances and $46.3 million to prepay other borrowings. In 2018 the Company did not prepay any FHLB advances and other borrowings.  Short-term FHLB advances decreased $52.5 million in 2019 and increased $24.8 million in 2018.

Total cash provided by operating activities was $76.5 million for 2019 compared to $64.3 million for 2018.

Throughout its history, the Company has secured additional capital through various resources, including common and preferred stock and the issuance of trust preferred securities and subordinated notes.

As of December 31, 2019 and 2018, the subsidiary banks remained “well-capitalized” in accordance with regulatory capital requirements administered by the federal banking authorities. See Note 17 to the Consolidated Financial Statements for detail of the capital amounts and ratios for the Company and its subsidiary banks.

51

COMMITMENTS, CONTINGENCIES, CONTRACTUAL OBLIGATIONS, AND OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, the subsidiary banks make various commitments and incur certain contingent liabilities that are not presented in the accompanying Consolidated Financial Statements. The commitments and contingent liabilities include various guarantees, commitments to extend credit, and standby letters of credit.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The subsidiary banks evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the banks upon extension of credit, is based upon management’s credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, marketable securities, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the subsidiary banks to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The banks hold collateral, as described above, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the banks would be required to fund the commitments. The maximum potential amount of future payments the banks could be required to make is represented by the contractual amount. If the commitment is funded, the banks would be entitled to seek recovery from the customer. At December 31, 2019 and 2018, no amounts had been recorded as liabilities for the banks’ potential obligations under these guarantees.

As of December 31, 2019 and 2018, commitments to extend credit aggregated $1.2 billion. As of December 31, 2019 and 2018, standby letters of credit aggregated $23.8 million and $20.3 million, respectively. Management does not expect that all of these commitments will be funded.

Additional information regarding commitments, contingencies, and off-balance sheet arrangements is described in Note 19 to the Consolidated Financial Statements.

The Company has various financial obligations, including contractual obligations and commitments, which may require future cash payments. The following table presents, as of December 31, 2019, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the referenced note to the Consolidated Financial Statements.

	Financial	Payments Due by Period
	Statement			One Year
Description	Note Reference	Total		or Less		2 - 3 Years		4 - 5 Years		After 5 Years
	(dollars in thousands)
Deposits without a stated maturity	N/A	$	3,184,726	$	3,184,726	$	—	$	—	$	—
Certificates of deposit	8		726,325		523,631		181,194		21,431		69
Short-term borrowings	9		13,423		13,423		—		—		—
FHLB advances	10		159,300		110,900		28,400		20,000		—
Other borrowings	11		—		—		—		—		—
Subordinated debentures	12		68,394		—		—		—		68,394
Junior subordinated debentures	13		37,838		—		—		—		37,838
Rental commitments	5		2,320		541		578		344		857
Operating contracts	N/A		32,584		8,669		15,739		5,489		2,687
Total contractual cash obligations		$	4,224,910	$	3,841,890	$	225,911	$	47,264	$	109,845

The Company’s operating contract obligations represent short and long-term contractual payments for data processing equipment and services, software, and other equipment and professional services.

52

IMPACT OF INFLATION AND CHANGING PRICES

The Consolidated Financial Statements of the Company and the accompanying notes have been prepared in accordance with U.S. GAAP, which requires the measurement of financial position and operating results in terms of historical dollar amounts without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations. Unlike industrial companies, nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.

FORWARD LOOKING STATEMENTS

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

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

· The strength of the local, state, and national economy (including the impact of tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulation).

· Changes in the interest rate environment.

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

· The impact of cybersecurity risks.

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

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

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

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

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

· The imposition of tariffs or other governmental policies impacting the value of the agricultural or other products of our borrowers.

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

53

Item 7A.    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, as necessary, for consideration by the full board of each bank.

Internal asset/liability management teams consisting of members of the subsidiary banks’ management meet bi-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 the most 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, no balance sheet mix change, and various interest rate scenarios including no change in rates; 100, 200, 300 and 400 basis point upward shifts; and 100 and 200 basis point downward shifts 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 and 200 basis point downward shifts. 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.

Further, in recent years, the Company added additional interest rate scenarios where interest rates experience a parallel and instantaneous shift (“shock”) upward of 100, 200, 300, and 400 basis points and a parallel and instantaneous  shock downward of 100 and 200 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 is a 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.

54

Application of the simulation model analysis for select interest rate scenarios at December 31, 2019 and 2018 demonstrated the following:

	NET INTEREST INCOME EXPOSURE in YEAR 1
			As of December 31,		As of December 31,
INTEREST RATE SCENARIO	POLICY LIMIT		2019		2018
100 basis point downward shift	(10.0)	%	0.5	%	0.7	%
200 basis point upward shift	(10.0)	%	1.2	%	(2.7)	%
300 basis point upward shock	(25.0)	%	4.9	%	(9.0)	%

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 December 31, 2019 were well within established risk tolerances as established by policy or by best practice (if the interest rate scenario didn’t have a specific policy limit).

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.

55

Item 8.    Financial Statements

QCR HOLDINGS, INC.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Financial Statements

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Income for the years ended December 31, 2019, 2018, and 2017

Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019, 2018, and 2017

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017

Notes to Consolidated Financial Statements:

    Note 1:  Nature of Business and Significant Accounting Policies

    Note 2:  Sales/Mergers/Acquisitions

    Note 3:  Investment Securities

    Note 4:  Loans/Leases Receivable

    Note 5:  Premises and Equipment

    Note 6:  Goodwill and Intangibles

    Note 7:  Derivatives and Hedging Activities

    Note 8:  Deposits

    Note 9:  Short-Term Borrowings

    Note 10: FHLB Advances

    Note 11: Other Borrowings and Unused Lines of Credit

    Note 12: Subordinated Notes

    Note 13: Junior Subordinated Debentures

    Note 14: Federal and State Income Taxes

    Note 15: Employee Benefit Plans

    Note 16: Stock-Based Compensation

    Note 17: Regulatory Capital Requirements and Restrictions on Dividends

    Note 18: Earnings Per Share

    Note 19: Commitments and Contingencies

    Note 20: Quarterly Results of Operations (Unaudited)

    Note 21: Parent Company Only Financial Statements

    Note 22: Fair Value

    Note 23: Business Segment Information

56

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of QCR Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of QCR Holdings, Inc. and its

subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the three

years in the period ended December 31, 2019, and the related notes to the consolidated financial

statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight

Board (United States) (PCAOB), the Company's internal control over financial reporting as of

December 31, 2019, based on criteria established in Internal Control — Integrated Framework issued by

the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 13, 2020 expressed an unqualified opinion on the effectiveness of the Company's internal control

over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public

accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that

we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud. Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on

a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as

well as evaluating the overall presentation of the financial statements. We believe that our audits provide

a reasonable basis for our opinion.

We have served as the Company's auditor since 1993.

Davenport, Iowa

March 13, 2020

57

QCR Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2019 and 2018

	December 31,		December 31,
	2019		2018
	(dollars in thousands)
Assets
Cash and due from banks	$	76,254	$	85,523
Federal funds sold		9,800		26,398
Interest-bearing deposits at financial institutions		147,891		133,198
Securities held to maturity, at amortized cost		400,646		401,913
Securities available for sale, at fair value		210,695		261,056
Total securities		611,341		662,969
Loans receivable held for sale		3,673		1,295
Loans/leases receivable held for investment		3,686,532		3,731,459
Gross loans/leases receivable		3,690,205		3,732,754
Less allowance for estimated losses on loans/leases		(36,001)		(39,847)
Net loans/leases receivable		3,654,204		3,692,907
Bank-owned life insurance		58,834		67,783
Premises and equipment, net		73,859		75,582
Restricted investment securities		23,252		25,689
Other real estate owned, net		4,129		9,378
Goodwill		74,748		77,832
Intangibles		14,970		17,450
Assets held for sale		11,966		—
Other assets		147,802		75,001
Total assets	$	4,909,050	$	4,949,710
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing	$	777,224	$	791,102
Interest-bearing		3,133,827		3,185,929
Total deposits		3,911,051		3,977,031
Short-term borrowings		13,423		28,774
Federal Home Loan Bank advances		159,300		266,492
Other borrowings		—		67,250
Subordinated notes		68,394		4,782
Junior subordinated debentures		37,838		37,670
Liabilities held for sale		5,003		—
Other liabilities		178,690		94,573
Total liabilities		4,373,699		4,476,572
Stockholders' Equity:
Preferred stock, $1 par value; shares authorized 250,000 December 2019 and December 2018 - no shares issued or outstanding		—		—
Common stock, $1 par value; shares authorized 20,000,000 December 2019 - 15,828,098 shares issued and outstanding December 2018 - 15,718,208 shares issued and outstanding		15,828		15,718
Additional paid-in capital		274,785		270,761
Retained earnings		245,836		192,203
Accumulated other comprehensive income (loss):
Securities available for sale		2,817		(4,268)
Derivatives		(3,915)		(1,276)
Total stockholders' equity		535,351		473,138
Total liabilities and stockholders' equity	$	4,909,050	$	4,949,710

See Notes to Consolidated Financial Statements.

58

QCR Holdings, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended December 31, 2019, 2018, and 2017

	2019		2018		2017
	(dollars in thousands)
Interest and dividend income:
Loans/leases, including fees	$	190,324	$	160,160	$	117,465
Securities:
Taxable		6,607		6,353		5,145
Nontaxable		13,858		13,668		11,253
Interest-bearing deposits at financial institutions		3,910		1,267		874
Restricted investment securities		1,174		1,093		631
Federal funds sold		203		338		149
Total interest and dividend income		216,076		182,879		135,517
Interest expense:
Deposits		50,875		30,675		13,012
Short-term borrowings		363		271		114
Federal Home Loan Bank advances		2,894		4,193		1,981
Other borrowings		513		3,207		2,879
Subordinated notes		3,564		139		—
Junior subordinated debentures		2,308		1,999		1,466
Total interest expense		60,517		40,484		19,452
Net interest income		155,559		142,395		116,065
Provision for loan/lease losses		7,066		12,658		8,470
Net interest income after provision for loan/lease losses		148,493		129,737		107,595
Noninterest income:
Trust department fees		9,559		8,707		7,188
Investment advisory and management fees		6,995		4,726		3,870
Deposit service fees		6,812		6,420		5,919
Gains on sales of residential real estate loans, net		2,571		901		409
Gains on sales of government guaranteed portions of loans, net		748		405		1,164
Swap fee income		28,295		10,787		3,095
Securities losses, net		(30)		—		(88)
Earnings on bank-owned life insurance		1,973		1,632		1,802
Debit card fees		3,357		3,263		2,942
Correspondent banking fees		773		852		916
Gain on sale of assets and liabilities of subsidiary		12,286		—		—
Other		5,429		3,848		3,265
Total noninterest income		78,768		41,541		30,482
Noninterest expense:
Salaries and employee benefits		92,063		68,994		55,722
Occupancy and equipment expense		15,106		12,884		10,938
Professional and data processing fees		13,381		11,452		10,757
Acquisition costs		—		1,795		1,069
Post-acquisition compensation, transition and integration costs		3,582		2,086		4,310
Disposition costs		3,325		—		—
FDIC insurance, other insurance and regulatory fees		2,955		3,594		2,752
Loan/lease expense		1,097		1,544		1,164
Net cost of and gains/losses on operations of other real estate		3,789		2,489		2
Advertising and marketing		4,548		3,552		2,625
Bank service charges		2,009		1,838		1,771
Losses on debt extinguishment		436		—		—
Correspondent banking expense		836		821		807
Intangibles amortization		2,266		1,692		1,001
Goodwill impairment		3,000		—		—
Other		6,841		6,402		4,506
Total noninterest expense		155,234		119,143		97,424
Net income before income taxes		72,027		52,135		40,653
Federal and state income tax expense		14,619		9,015		4,946
Net income	$	57,408	$	43,120	$	35,707
Basic earnings per common share	$	3.65	$	2.92	$	2.68
Diluted earnings per common share	$	3.60	$	2.86	$	2.61
Weighted average common shares outstanding		15,730,016		14,768,687		13,325,128
Weighted average common and common equivalent shares outstanding		15,967,775		15,064,730		13,680,472
Cash dividends declared per common share	$	0.24	$	0.24	$	0.20

See Notes to Consolidated Financial Statements.

59

QCR HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2019, 2018, and 2017

	2019		2018		2017
	(dollars in thousands)
Net income	$	57,408	$	43,120	$	35,707
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period before tax		8,761		(4,464)		1,257
Less reclassification adjustment for losses included in net income before tax		(30)		—		(88)
Less reclassification adjustment for adoption of ASU 2016-01		—		855		—
		8,791		(3,609)		1,345
Unrealized losses on derivatives:
Unrealized holding losses arising during the period before tax		(3,806)		(1,199)		(70)
Less reclassification adjustment for caplet amortization before tax		—		(602)		(485)
		(3,806)		(597)		415
Unrealized gains (losses) on assets held for sale:
Unrealized holding gains arising during the period before tax on securities held for sale		587		—		—
Less realized holding gains on securities sold		(61)		—		—
Unrealized holding losses arising during the period before tax on derivatives held for sale		(446)		—		—
Less reclassification adjustment for caplet amortization before tax		422		—		—
Less realized holding losses on derivatives sold		392		—		—
		894		—		—
Other comprehensive income (loss), before tax		5,879		(4,206)		1,760
Tax expense (benefit)		1,433		(1,000)		668
Other comprehensive income (loss), net of tax		4,446		(3,206)		1,092
Comprehensive income	$	61,854	$	39,914	$	36,799

See Notes to Consolidated Financial Statements.

60

QCR Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

Years Ended December 31, 2019, 2018, and 2017

							Accumulated
			Additional				Other
	Common		Paid-In		Retained		Comprehensive
	Stock		Capital		Earnings		(Loss)		Total
	(dollars in thousands)
Balance December 31, 2016	$	13,107	$	156,777	$	118,617	$	(2,460)	$	286,041
Net income		—		—		35,707		—		35,707
Other comprehensive income, net of tax		—		—		—		1,092		1,092
Reclassification of certain tax effects from accumulated
other comprehensive income		—		—		303		(303)		—
Common cash dividends declared, $0.20 per share		—		—		(2,665)		—		(2,665)
Issuance of 678,000 shares of common stock as a result of
the acquisition of Guaranty Bank & Trust, net of
issuance costs of $138,071		679		30,063		—		—		30,742
Issuance of 13,318 shares of common stock as a result of
stock purchased under the Employee Stock Purchase Plan		13		455		—		—		468
Issuance of 114,100 shares of common stock as a result of
stock options exercised		114		1,611		—		—		1,725
Stock-based compensation expense		—		1,187		—		—		1,187
Restricted stock awards - 28,289 shares of common stock		28		(28)		—		—		—
Exchange of 23,054 shares of common stock in connection
with payroll taxes for restricted stock vested and in
connection with stock options exercised		(23)		(987)		—		—		(1,010)
Balance, December 31, 2017	$	13,918	$	189,078	$	151,962	$	(1,671)	$	353,287
Net income		—		—		43,120		—		43,120
Other comprehensive loss, net of tax		—		—		—		(3,206)		(3,206)
Impact of adoption of ASU 2016-01		—		—		667		(667)		—
Common cash dividends declared, $0.24 per share		—		—		(3,546)		—		(3,546)
Issuance of 1,699,414 shares of common stock as a result
of merger with Springfield Bancshares, net of issuance
costs of $106,237		1,699		78,832		—		—		80,531
Issuance of 23,501 shares of common stock as a result of
acquisition of Bates Companies		24		976		—		—		1,000
Issuance of 15,528 shares of common stock as a result of
stock purchased under the Employee Stock Purchase Plan		15		576		—		—		591
Issuance of 60,127 shares of common stock as a result of
stock options exercised		60		734		—		—		794
Stock-based compensation expense		—		1,443		—		—		1,443
Restricted stock awards - 22,660 shares of common stock		23		(23)		—		—		—
Exchange of 21,190 shares of common stock in connection
with payroll taxes for restricted stock vested and in
connection with stock options exercised		(21)		(855)		—		—		(876)
Balance, December 31, 2018	$	15,718	$	270,761	$	192,203	$	(5,544)	$	473,138
Net income		—		—		57,408		—		57,408
Other comprehensive income, net of tax		—		—		—		4,446		4,446
Common cash dividends declared, $0.24 per share		—		—		(3,775)		—		(3,775)
Issuance of 9,400 shares of common stock as a result of
acquisition of Bates Companies		9		390		—		—		399
Issuance of 28,775 shares of common stock as a result of
stock purchased under the Employee Stock Purchase Plan		29		779		—		—		808
Issuance of 59,393 shares of common stock as a result of
stock options exercised		59		660		—		—		719
Stock-based compensation expense		—		2,469		—		—		2,469
Restricted stock awards and restricted stock units- 19,869 shares
of common stock , net of restricted stock units
withheld for payment for taxes		20		(63)		—		—		(43)
Exchange of 7,547 shares of common stock in connection
with payroll taxes for restricted stock and in connection
with stock options exercised		(7)		(211)		—		—		(218)
Balance December 31, 2019	$	15,828	$	274,785	$	245,836	$	(1,098)	$	535,351

See Notes to Consolidated Financial Statements.

61

QCR Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2019, 2018, and 2017

	2019		2018		2017
	(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	57,408	$	43,120	$	35,707
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		5,225		4,451		3,949
Provision for loan/lease losses		7,066		12,658		8,470
Deferred income taxes		6,364		6,292		(6,030)
Stock-based compensation expense		2,469		1,443		1,187
Deferred compensation expense accrued		2,773		1,824		1,426
Losses on other real estate owned, net		3,361		2,585		(151)
Amortization of premiums on securities, net		1,561		1,614		1,839
Securities losses, net		30		—		88
Loans originated for sale		(151,692)		(57,698)		(49,579)
Proceeds on sales of loans		152,633		58,353		51,642
Gains on sales of residential real estate loans		(2,571)		(901)		(409)
Gains on sales of government guaranteed portions of loans		(748)		(405)		(1,164)
Loss on debt extinguishment, net		436		—		—
Gains on sales of premises and equipment		753		—		—
Amortization of intangibles		2,266		1,692		1,001
Accretion of acquisition fair value adjustments, net		(4,344)		(5,527)		(4,941)
Increase in cash value of bank-owned life insurance		(1,973)		(1,632)		(1,802)
Gain on sale of assets and liabilities of subsidiary		(12,286)		—		—
Goodwill impairment		3,000		—		—
Decrease (increase) in other assets		(19,152)		(11,137)		726
Increase (decrease)  in other liabilities		23,915		7,539		(8,246)
Net cash provided by operating activities		76,494		64,271		33,713
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease (increase) in federal funds sold		16,598		3,799		(7,940)
Net decrease (increase) in interest-bearing deposits at financial institutions		(69,984)		(14,508)		12,138
Proceeds from sales of other real estate owned		840		2,539		1,138
Activity in securities portfolio:
Purchases		(71,963)		(84,045)		(179,786)
Calls, maturities and redemptions		25,193		23,931		43,010
Paydowns		50,830		44,287		38,496
Sales		30,055		1,938		71,092
Activity in restricted investment securities:
Purchases		(5,859)		(5,409)		(4,824)
Redemptions		7,621		3,157		515
Net increase in loans/leases originated and held for investment		(320,368)		(292,697)		(375,226)
Purchase of premises and equipment		(12,429)		(11,457)		(5,761)
Proceeds from sales of premises and equipment		2,562		—		—
Purchase of derivatives		(4,347)		—		—
Net cash received for sale of assets and liabilities of subsidiary		42,587		—		—
Net cash paid for acquisition		—		(5,183)		(3,369)
Net cash (used in) investing activities		(308,664)		(333,648)		(410,517)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts		335,580		271,266		385,082
Net increase (decrease)  in short-term borrowings		(14,193)		13,638		(39,080)
Activity in Federal Home Loan Bank advances:
Term advances		25,000		15,080		1,600
Calls and maturities		(35,000)		(40,000)		(8,000)
Net change in short-term and overnight advances		(52,465)		24,765		60,900
Prepayments		(30,323)		—		(4,108)
Activity in other borrowings:
Proceeds from other borrowings		—		9,000		7,000
Calls, maturities and scheduled principal payments		(11,937)		(12,550)		(21,000)
Prepayments		(46,313)		—		—
Paydown of revolving line of credit		(9,000)		—		—
Proceeds from subordinated notes		63,393
Payment of cash dividends on common stock		(3,767)		(3,300)		(2,494)
Proceeds from issuance of common stock, net		1,926		1,279		2,056
Net cash provided by financing activities		222,901		279,178		381,956
Net increase (decrease) in cash and due from banks		(9,269)		9,801		5,152
Cash and due from banks, beginning		85,523		75,722		70,570
Transfer of held for sale cash
Cash and due from banks, ending	$	76,254	$	85,523	$	75,722

62

QCR Holdings, Inc. and Subsidiaries - Continued

Consolidated Statements of Cash Flows

Years Ended December 31, 2019, 2018, and 2017

Supplemental disclosure of cash flow information, cash payments (receipts) for:
Interest	$	59,292	$	38,782	$	19,054
Income/franchise taxes		2,719		30		13,040
Supplemental schedule of noncash investing activities:
Change in accumulated other comprehensive income, unrealized gains on securities available for sale and derivative instruments, net		4,446		(3,206)		1,092
Exchange of shares of common stock in connection with payroll taxes for restricted stock and in connection with stock options exercised		(218)		(877)		(1,010)
Transfers of loans to other real estate owned		1,086		943		9,023
Increase (decrease)  in the fair value of back-to-back interest rate swap assets and liabilities		62,483		17,798		2,059
Dividends payable		947		939		693
Transfer of equity securities from securities available for sale to other assets at fair value		—		2,614		—
Supplemental disclosure of cash flow information for sale of certain assets and certain liabilities of RB&T:
Cash proceeds**	$	46,560	$	—	$	—
Assets Sold:
Cash and due from banks	$	3,973	$	—	$	—
Interest-bearing deposits at financial institutions		55,291		—		—
Securities held to maturity, at amortized cost		3,243		—		—
Securities available for sale, at fair value		21,874		—		—
Loans/leases receivable held for investment, net		357,931		—		—
Premises and equipment, net		5,612		—		—
Restricted investment securities		675		—		—
Other real estate owned, net		2,134		—		—
Other assets		3,228		—		—
Total assets sold	$	453,961	$	—	$	—
Liabilities Sold:
Noninterest-bearing deposits	$	69,802	$	—	$	—
Interest-bearing deposits		331,486		—		—
Short-term borrowings		1,158		—		—
Federal Home Loan Bank advances		15,000		—		—
Other liabilities		2,241		—		—
Total liabilities sold	$	419,687	$	—	$	—
Gain on sale of certain assets and certain liabilities of RB&T:	$	12,286	$	—	$	—
Supplemental disclosure of cash flow information for acquisitions:
Fair value of assets acquired:
Cash and due from banks	$	—	$	4,651	$	4,435
Interest-bearing deposits at financial institutions		—		62,924		3,954
Securities		—		4,845		49,703
Loans receivable, net		—		477,337		192,518
Bank-owned life insurance		—		7,092		—
Premises and equipment, net		—		6,092		4,808
Restricted investment securities		—		3,654		477
Intangibles		—		10,064		2,698
Other assets		—		2,255		998
Total assets acquired	$	—	$	578,914	$	259,591
Fair value of liabilities assumed:
Deposits	$	—	$	439,579	$	212,468
Short-term borrowings		—		1,143		13,102
FHLB advances		—		74,540		4,108
Other borrowings		—		9,544		—
Junior subordinated debentures		—		—		3,857
Other liabilities		—		8,878		2,596
Total liabilities assumed		—		533,684		236,131
Net assets acquired	$	—	$	45,230	$	23,460
Consideration paid:
Cash paid *	$	—	$	9,834	$	7,803
Promissory note		—		1,500		—
Contingent commitment		—		2,000		—
Common stock		—		81,637		30,880
Total consideration paid		—		94,971		38,683
Goodwill	$	—	$	49,741	$	15,223

*  Net cash paid at closing totaled $1,435,595 for acquisition of the Bates Companies in 2018.

   Net cash paid at closing totaled $3,747,209 for merger with Springfield Bancshares in 2018.

   Net cash paid at closing totaled $3,368,909 for acquisition of Guaranty Bank in 2017.

**Net cash received at closing totaled $42,587 for the sale of certain assets and certain liabilities of RB&T in 2019.

                                                                            See Notes to Consolidated Financial Statements.

63

Note 1. Nature of Business and Significant Accounting Policies

Basis of presentation:

The acronyms and abbreviations identified below are used in the Notes to the Consolidated Financial Statements, as well as in the other sections of this Annual Report on Form 10‑K (including appendices). It may be helpful to refer back to this page as you read this report.

Allowance: Allowance for estimated losses on loans/leases	HTM: Held to maturity
AOCI: Accumulated other comprehensive income (loss)	IB&T: Illinois Bank & Trust
AFS: Available for sale	IDFPR: Illinois Department of Financial & Professional
ASC: Accounting Standards Codification	Regulation
ASC 805: Business Combination Standard	Iowa Superintendent: Iowa Superintendent of Banking
ASU: Accounting Standards Update Bates Companies: Bates Financial Advisors, Inc., Bates	LCR: Liquidity Coverage Ratio LIBOR: London Inter-Bank Offered Rate
Financial Services, Inc., Bates Securities, Inc. and Batess	m2: m2 Lease Funds, LLC
Financial Group, Inc.	MD&A: Management’s Discussion & Analysis
BBA: British Bankers’ Association.	Missouri Division of Finance: Missouri Department of
BHCA: Bank Holding Company Act of 1956	Commerce and Insurance
BOLI: Bank-owned life insurance	MSA: Metropolitan Statistical Area
Caps: Interest rate cap derivatives	NIM: Net interest margin
CECL: Current Expected Credit Losses	NPA: Nonperforming asset
CFPB: Bureau of Consumer Financial Protection	NPL: Nonperforming loan NSFR: Net Stable Funding Ratio
CDI: Core deposit intangible	OREO: Other real estate owned
Community National: Community National Bancorporation	OTTI: Other-than-temporary impairment
CNB: Community National Bank	PCAOB: Public Company Accounting Oversight Board
CRA: Community Reinvestment Act	PCI: Purchased credit impaired
CRBT: Cedar Rapids Bank & Trust Company	Provision: Provision for loan/lease losses
CRE: Commercial real estate	PUD LOC: Public Unit Deposit Letter of Credit
CRE Guidance: Interagency Concentrations in Commercial	QCBT: Quad City Bank & Trust Company
Real Estate Lending, Sound Risk Management Practices	QCIA: Quad Cities Investment Advisors
guidance	RB&T: Rockford Bank & Trust Company
CSB: Community State Bank	ROAA: Return on Average Assets
C&I: Commercial and industrial	ROACE: Return on Average Common Equity
Dodd-Frank Act: Dodd-Frank Wall Street Reform and	ROAE: Return on Average Equity
Consumer Protection Act	SBA: U.S. Small Business Administration
DGCL: Delaware General Corporation Law	SEC: Securities and Exchange Commission
DIF: Deposit Insurance Fund	SFC Bank: Springfield First Community Bank
EPS: Earnings per share	SERPs: Supplemental Executive Retirement Plans
Exchange Act: Securities Exchange Act of 1934, as	Springfield Bancshares: Springfield Bancshares, Inc.
amended	TA: Tangible assets
FASB: Financial Accounting Standards Board	Tax Act: Tax Cuts and Jobs Act
FDIC: Federal Deposit Insurance Corporation	TCE: Tangible common equity
Federal Reserve: Board of Governors of the Federal Reserve	TDRs: Troubled debt restructurings
System	TEY: Tax equivalent yield
FHLB: Federal Home Loan Bank	The Company: QCR Holdings, Inc.
FICO: Financing Corporation	Treasury: U.S. Department of the Treasury
FRB: Federal Reserve Bank of Chicago	USA Patriot Act: Uniting and Strengthening America by
FTEs: Full-time equivalents	Providing Appropriate Tools Required to Intercept
GAAP: Generally Accepted Accounting Principles	and Obstruct Terrorism Act of 2001
Guaranty: Guaranty Bankshares, Ltd.	USDA: U.S. Department of Agriculture
Guaranty Bank: Guaranty Bank and Trust Company

64

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

Nature of business:

QCR Holdings, Inc. is a bank holding company that has elected to operate as a financial holding company under the BHCA. The Company provides bank and bank-related services through its banking subsidiaries, QCBT, CRBT, CSB and SFC Bank. The Company also engages in direct financing lease contracts through its wholly-owned equity investment by QCBT in m2, headquartered in Milwaukee, Wisconsin.  The Company also engages in wealth management services through its banking subsidiaries and its subsidiary, the Bates Companies, headquartered in Rockford, Illinois.

On November 30, 2019, the Company sold substantially all of the assets and transferred substantially all of the deposits and certain other liabilities of the Company’s wholly-owned subsidiary, RB&T.  On October 1, 2018, the Company acquired the Bates Companies, headquartered in Rockford, Illinois. On July 1, 2018, the Company merged with Springfield Bancshares, the holding company of SFC Bank, headquartered in Springfield, Missouri.  On October 1, 2017 the Company acquired Guaranty Bank, headquartered in Cedar Rapids, Iowa, from Guaranty. On December 2, 2017, the Company merged Guaranty Bank with and into CRBT, with CRBT as the surviving bank. The financial results of RB&T prior to its sale are included in this report.  The financial results of acquired/merged entities for the periods since acquisition/merger are included in this report. See Note 2 to the Consolidated Financial Statements for additional information.

QCBT is a commercial bank that serves the Iowa and Illinois Quad Cities and adjacent communities. CRBT is a commercial bank that serves Cedar Rapids, Iowa, and adjacent communities including Cedar Falls and Waterloo, Iowa. CSB is a commercial bank that serves Des Moines, Iowa, and adjacent communities. SFC Bank is a commercial bank that serves Springfield, Missouri.

QCBT, CRBT, and CSB are chartered and regulated under the laws of the state of Iowa. SFC Bank is chartered and regulated under the laws of the state of Missouri. All four subsidiary banks are insured and subject to regulation by the FDIC.  All four subsidiary bank are members of and regulated by the Federal Reserve System. 

The remaining subsidiaries of the Company consist of six non-consolidated subsidiaries formed for the issuance of trust preferred securities. See Note 13 for a listing of these subsidiaries and additional information.

Significant accounting policies:

Accounting estimates: The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance, OTTI of securities, impairment of goodwill, the fair value of financial instruments, and the fair value of assets acquired/liabilities assumed in a business combination.

Principles of consolidation: The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries, except those six subsidiaries formed for the issuance of trust preferred securities which do not meet the criteria for consolidation. See Note 13 for a detailed listing of these subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

65

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

Presentation of cash flows: For purposes of reporting cash flows, cash and due from banks include cash on hand and noninterest bearing amounts due from banks. Cash flows from federal funds sold, interest bearing deposits at financial institutions, loans/leases, deposits, short-term borrowings and overnight and short-term FHLB advances are treated as net increases or decreases.

Cash and due from banks: The subsidiary banks are required by federal banking regulations to maintain certain cash and due from bank reserves. The reserve requirement was approximately $38,060,000 and $33,372,000 as of December 31, 2019 and 2018, respectively.

Investment securities: Investment securities HTM are those debt securities that the Company has the ability and intent to hold until maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. Such securities are carried at cost adjusted for amortization of premiums and accretion of discounts. If the ability or intent to hold to maturity is not present for certain specified securities, such securities are considered AFS as the Company intends to hold them for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations, and other factors. Securities AFS are carried at fair value. Unrealized gains or losses, net of taxes, are reported as increases or decreases in AOCI. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings.

All debt securities are evaluated to determine whether declines in fair value below their amortized cost are other-than-temporary.

In estimating OTTI losses on debt securities, 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 lack of intent of the Company to sell the security prior to recovery and whether it is not more-likely-than-not that it will be required to sell the security prior to recovery.

If the Company lacks the intent to sell the debt security, and it is not more-likely-than-not the entity will be required to sell the security before recovery of its amortized cost basis, the Company will recognize the credit component of an OTTI of a debt security in earnings and the remaining portion in other comprehensive income. For held to maturity debt securities, the amount of an OTTI recorded in other comprehensive income for the noncredit portion would be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

Loans receivable, held for sale: Residential real estate loans which are originated and intended for resale in the secondary market in the foreseeable future are classified as held for sale. These loans are carried at the lower of cost or estimated market value in the aggregate. As assets specifically acquired for resale, the origination of, disposition of, and gain/loss on these loans are classified as operating activities in the statement of cash flows.

Loans receivable, held for investment: Loans that management has the intent and ability to hold for the foreseeable future, or until pay-off or maturity occurs, are classified as held for investment. These loans are stated at the amount of unpaid principal adjusted for charge-offs, the allowance, and any deferred fees and/or costs on originated loans. Interest is credited to earnings as earned based on the principal amount outstanding. Deferred direct loan origination fees and/or costs are amortized as an adjustment of the related loan’s yield. As assets held for and used in the

66

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

production of services, the origination and collection of these loans are classified as investing activities in the statement of cash flows.

The Company discloses the allowance for credit losses (also known as the allowance) by portfolio segment, and credit quality information, impaired financing receivables, nonaccrual status, and TDRs by class of financing receivable. A portfolio segment is the level at which the Company develops and documents a systematic methodology to determine its allowance for credit losses. A class of financing receivable is a further disaggregation of a portfolio segment based on risk characteristics and the Company’s method for monitoring and assessing credit risk. See the following information and Note 4.

The Company’s portfolio segments are as follows:

· C&I

· CRE

· Residential real estate

· Installment and other consumer

Direct financing leases are considered a segment within the overall loan/lease portfolio.

The Company’s classes of loans receivable are as follows:

· C&I

· Owner-occupied CRE

· Commercial construction, land development, and other land loans that are not owner-occupied CRE

· Other non-owner-occupied CRE

· Residential real estate

· Installment and other consumer

Direct financing leases are considered a class of financing receivable within the overall loan/lease portfolio. The accounting policies for direct financing leases are disclosed below.

Generally, for all classes of loans receivable, loans are considered past due when contractual payments are delinquent for 31 days or greater.

For all classes of loans receivable, loans will generally be placed on nonaccrual status when the loan has become 90 days past due (unless the loan is well secured and in the process of collection); or if any of the following conditions exist:

· It becomes evident that the borrower will not make payments, or will not or cannot meet the terms for renewal of a matured loan;

· When full repayment of principal and interest is not expected;

· When the loan is graded “doubtful”;

· When the borrower files bankruptcy and an approved plan of reorganization or liquidation is not anticipated in the near future; or

· When foreclosure action is initiated.

67

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

When a loan is placed on nonaccrual status, income recognition is ceased. Previously recorded but uncollected amounts of interest on nonaccrual loans are reversed at the time the loan is placed on nonaccrual status. Generally, cash collected on nonaccrual loans is applied to principal. Should full collection of principal be expected, cash collected on nonaccrual loans can be recognized as interest income.

For all classes of loans receivable, nonaccrual loans may be restored to accrual status provided the following criteria are met:

· The loan is current, and all principal and interest amounts contractually due have been made;

· All principal and interest amounts contractually due, including past due payments, are reasonably assured of repayment within a reasonable period; and

· There is a period of minimum repayment performance, as follows, by the borrower in accordance with contractual terms:

oSix months of repayment performance for contractual monthly payments, or

oOne year of repayment performance for contractual quarterly or semi-annual payments.

Direct finance leases receivable, held for investment: The Company leases machinery and equipment to customers under leases that qualify as direct financing leases for financial reporting and as operating leases for income tax purposes. Under the direct financing method of accounting, the minimum lease payments to be received under the lease contract, together with the estimated unguaranteed residual values (approximately 3% to 25% of the cost of the related equipment), are recorded as lease receivables when the lease is signed and the lease property delivered to the customer. The excess of the minimum lease payments and residual values over the cost of the equipment is recorded as unearned lease income. Unearned lease income is recognized over the term of the lease on a basis that results in an approximate level rate of return on the unrecovered lease investment.

Lease income is recognized on the interest method. Residual value is the estimated fair market value of the equipment on lease at lease termination. In estimating the equipment’s fair value at lease termination, the Company relies on historical experience by equipment type and manufacturer and, where available, valuations by independent appraisers, adjusted for known trends.

The Company’s estimates are reviewed continuously to ensure reasonableness; however, the amounts the Company will ultimately realize could differ from the estimated amounts. If the review results in a lower estimate than had been previously established, a determination is made as to whether the decline in estimated residual value is other-than-temporary. If the decline in estimated unguaranteed residual value is judged to be other-than-temporary, the accounting for the transaction is revised using the changed estimate. The resulting reduction in the investment is recognized as a loss in the period in which the estimate is changed. An upward adjustment of the estimated residual value is not recorded.

The policies for delinquency and nonaccrual for direct financing leases are materially consistent with those described above for all classes of loan receivables.

The Company defers and amortizes fees and certain incremental direct costs over the contractual term of the lease as an adjustment to the yield. In periods prior to and including December 31, 2018, these initial direct leasing costs  approximated 5.5% of the leased asset’s cost. With the adoption of ASU 2016-02 on January 1, 2019, a portion of these costs were expensed instead of deferred.  Initial direct leasing costs were 3.9% of the leased asset’s cost in 2019. The unamortized direct costs are recorded as a reduction of unearned lease income.

68

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

TDRs: TDRs exist when the Company, for economic or legal reasons related to the borrower’s/lessee’s financial difficulties, grants a concession (either imposed by court order, law, or agreement between the borrower/lessee and the Company) to the borrower/lessee that it would not otherwise consider. The Company attempts to maximize its recovery of the balances of the loans/leases through these various concessionary restructurings.

The following criteria, related to granting a concession, together or separately, create a TDR:

· A modification of terms of a debt such as one or a combination of:

oThe reduction of the stated interest rate to a rate lower than the current market rate for new debt with similar risk.

oThe extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk.

oThe reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement.

oThe reduction of accrued interest.

· A transfer from the borrower/lessee to the Company of receivables from third parties, real estate, other assets, or an equity position in the borrower to fully or partially satisfy a loan.

· The issuance or other granting of an equity position to the Company to fully or partially satisfy a debt unless the equity position is granted pursuant to existing terms for converting the debt into an equity position.

Allowance: For all portfolio segments, the allowance is established as losses are estimated to have occurred through a provision that is charged to earnings. Loan/lease losses, for all portfolio segments, are charged against the allowance when management believes the uncollectability of a loan/lease balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

For all portfolio segments, the allowance is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans/leases in light of historical experience, the nature and volume of the loan/lease portfolio, adverse situations that may affect the borrower’s/lessee’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. The loan/lease portfolio is reviewed and analyzed quarterly with specific detailed reviews completed on all credits risk-rated less than “fair quality” and carrying aggregate exposure in excess of $250 thousand. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A discussion of the risk characteristics and the allowance by each portfolio segment follows:

For C&I loans, the Company focuses on small and mid-sized businesses with primary operations as wholesalers, manufacturers, building contractors, business services companies, other banks, and retailers. The Company provides a wide range of C&I loans, including lines of credit for working capital and operational purposes, and term loans for the acquisition of facilities, equipment and other purposes. Approval is generally based on the following factors:

· Ability and stability of current management of the borrower;

· Stable earnings with positive financial trends;

· Sufficient cash flow to support debt repayment;

· Earnings projections based on reasonable assumptions;

· Financial strength of the industry and business; and

· Value and marketability of collateral.

69

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

Collateral for C&I loans generally includes accounts receivable, inventory, equipment and real estate. The Company’s lending policy specifies approved collateral types and corresponding maximum advance percentages. The value of collateral pledged on loans must exceed the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash.

The Company’s lending policy specifies maximum term limits for C&I loans. For term loans, the maximum term is generally 7 years with average terms ranging from 3 to 5 years. For low-income housing tax credit permanent loans, the maximum term is generally up to 20 years. For lines of credit, the maximum term is generally 365 days.

In addition, the Company often takes personal guarantees or cosigners to help assure repayment. Loans may be made on an unsecured basis if warranted by the overall financial condition of the borrower.

CRE loans are subject to underwriting standards and processes similar to C&I loans, in addition to those standards and processes specific to real estate loans. Collateral for CRE loans generally includes the underlying real estate and improvements, and may include additional assets of the borrower. The Company’s lending policy specifies maximum loan-to-value limits based on the category of CRE (CRE loans on improved property, raw land, land development, and commercial construction). These limits are the same limits established by regulatory authorities.

The Company’s lending policy also includes guidelines for real estate appraisals, including minimum appraisal standards based on certain transactions. In addition, the Company often takes personal guarantees to help assure repayment.

In addition, management tracks the level of owner-occupied CRE loans versus non-owner occupied loans. Owner-occupied loans are generally considered to have less risk. As of December 31, 2019 and 2018, approximately 26% and 28%, respectively, of the CRE loan portfolio was owner-occupied.

The Company’s lending policy incorporates regulatory guidelines which stipulate that non-owner occupied CRE lending in excess of 300% of total risk-based capital, and construction, land development, and other land loans in excess of 100% of total risk-based capital warrant the use of heightened risk management practices. As of December 31, 2019 and 2018, QCBT  and CRBT were in compliance with these limits. Although CSB’s and SFC Bank’s loan portfolio have historically been real estate dominated and the real estate portfolio levels at each bank exceed these policy limits, a Credit Risk Committee has been established to routinely monitor its real estate loan portfolio. CSB’s real estate levels, while still elevated at December 31, 2019, have declined since December 31, 2018.

In some instances for all loans/leases, it may be appropriate to originate or purchase loans/leases that are exceptions to the guidelines and limits established within the Company’s lending policy described above and below. In general, exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the Company’s lending policy and, if there are exceptions, they are clearly noted as such and specifically identified in loan/lease approval documents.

For C&I and CRE loans, the allowance consists of specific and general components.

The specific component relates to loans that are classified as impaired, as defined below. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan.

70

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

For C&I loans and all classes of CRE loans, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a case-by-case basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

The general component consists of quantitative and qualitative factors and covers non-impaired loans. The quantitative factors are based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. See below for a detailed description of the Company’s internal risk rating scale. The qualitative factors are determined based on an assessment of internal and/or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

For C&I and CRE loans, the Company utilizes the following internal risk rating scale:

1. Highest Quality (Pass) – loans of the highest quality with no credit risk, including those fully secured by subsidiary bank certificates of deposit and U.S. government securities.

2. Superior Quality (Pass) – loans with very strong credit quality. Borrowers have exceptionally strong earnings, liquidity, capital, cash flow coverage, and management ability. Includes loans secured by high quality marketable securities, certificates of deposit from other institutions, and cash value of life insurance. Also includes loans supported by U.S. government, state, or municipal guarantees.

3. Satisfactory Quality (Pass) – loans with satisfactory credit quality. Established borrowers with satisfactory financial condition, including credit quality, earnings, liquidity, capital and cash flow coverage. Management is capable and experienced. Collateral coverage and guarantor support, if applicable, are more than adequate. Includes loans secured by personal assets and business assets, including equipment, accounts receivable, inventory, and real estate.

4. Fair Quality (Pass) – loans with moderate but still acceptable credit quality. The primary repayment source remains adequate; however, management’s ability to maintain consistent profitability is unproven or uncertain. Borrowers exhibit acceptable leverage and liquidity. May include new businesses with inexperienced management or unproven performance records in relation to peer, or borrowers operating in highly cyclical or declining industries.

5. Early Warning (Pass) – loans where the borrowers have generally performed as agreed, however unfavorable financial trends exist or are anticipated. Earnings may be erratic, with marginal cash flow or declining sales. Borrowers reflect leveraged financial condition and/or marginal liquidity. Management may be new and a track record of performance has yet to be developed. Financial information may be incomplete, and reliance on secondary repayment sources may be increasing.

71

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

6. Special Mention – loans where the borrowers exhibit credit weaknesses or unfavorable financial trends requiring close monitoring. Weaknesses and adverse trends are more pronounced than Early Warning loans, and if left uncorrected, may jeopardize repayment according to the contractual terms. Currently, no loss of principal or interest is expected. Borrowers in this category have deteriorated to the point that it would be difficult to refinance with another lender. Special Mention should be assigned to borrowers in turnaround situations. This rating is intended as a transitional rating, therefore, it is generally not assigned to a borrower for a period of more than one year.

7. Substandard – loans which are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if applicable. These loans have a well-defined weakness or weaknesses which jeopardize repayment according to the contractual terms. There is distinct loss potential if the weaknesses are not corrected. Includes loans with insufficient cash flow coverage which are collateral dependent, other real estate owned, and repossessed assets.

8. Doubtful – loans which have all the weaknesses inherent in a Substandard loan, with the added characteristic that existing weaknesses make full principal collection, on the basis of current facts, conditions and values, highly doubtful. The possibility of loss is extremely high, but because of pending factors, recognition of a loss is deferred until a more exact status can be determined. All doubtful loans will be placed on non-accrual, with all payments, including principal and interest, applied to principal reduction

The Company has certain loans risk-rated 7 (substandard), which are not classified as impaired based on the facts of the credit. For these non-impaired and risk-rated 7 loans, the Company does not follow the same allowance methodology as it does for all other non-impaired, collectively evaluated loans. Rather, the Company performs a more detailed analysis including evaluation of the cash flow and collateral valuations. Based upon this evaluation, an estimate of the probable loss in this portfolio is collectively evaluated under ASC 450‑20. These non-impaired risk-rated 7 loans exist primarily in the C&I and CRE segments.

For term C&I and CRE loans greater than $1,000,000, a loan review is required within 15 months of the most recent credit review. The review is completed in enough detail to, at a minimum, validate the risk rating. Additionally, the review shall include an analysis of debt service requirements, covenant compliance, if applicable, and collateral adequacy. The frequency of the review is generally accelerated for loans with poor risk ratings.

The Company’s Loan Quality area performs a documentation review of a sampling of C&I and CRE loans, the primary purpose of which is to ensure the credit is properly documented and closed in accordance with approval authorities and conditions. A review is also performed by the Company’s Internal Audit Department of a sampling of C&I and CRE loans for proper documentation, according to an approved schedule. Validation of the risk rating is also part of Internal Audit’s review (performed by Internal Loan Review). Additionally, over the past several years, the Company has contracted an independent outside third party to review a sampling of C&I and CRE loans. Validation of the risk rating is part of this review as well.

The Company leases machinery and equipment to C&I customers under direct financing leases. All lease requests are subject to the credit requirements and criteria as set forth in the lending/leasing policy. In all cases, a formal independent credit analysis of the lessee is performed.

For direct financing leases, the allowance consists of specific and general components.

72

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

The specific component relates to leases that are classified as impaired, as defined for commercial loans above. For those leases that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired lease is lower than the carrying value of that lease.

The general component consists of quantitative and qualitative factors and covers nonimpaired leases. The quantitative factors are based on historical charge-off experience for the entire lease portfolio. The qualitative factors are determined based on an assessment of internal and/or external influences on credit quality that are not fully reflected in the historical loss data.

Generally, the Company’s residential real estate loans conform to the underwriting requirements of Freddie Mac and Fannie Mae to allow the subsidiary banks to resell loans in the secondary market. The subsidiary banks structure most loans that will not conform to those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years or fixed rate mortgages that mature in 15 years, and then retain these loans in their portfolios. Servicing rights are not presently retained on the loans sold in the secondary market. The Company’s lending policy establishes minimum appraisal and other credit guidelines.

The Company provides many types of installment and other consumer loans including motor vehicle, home improvement, home equity, signature loans and small personal credit lines. The Company’s lending policy addresses specific credit guidelines by consumer loan type.

For residential real estate loans, and installment and other consumer loans, these large groups of smaller balance homogenous loans are collectively evaluated for impairment. The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments. Accordingly, the Company generally does not separately identify individual residential real estate loans, and/or installment or other consumer loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

TDRs are considered impaired loans/leases and are subject to the same allowance methodology as described above for impaired loans/leases by portfolio segment. Once a loan is classified as a TDR, it will remain a TDR until the loan is paid off, charged off, moved to OREO or restructured into a new note without a concession. TDR status may also be removed if the TDR was restructured in a prior calendar year, is current, accruing interest and shows sustained performance.

Credit related financial instruments: In the ordinary course of business, the Company has entered into commitments to extend credit and standby letters of credit. Such financial instruments are recorded when they are funded.

Transfers of financial assets: Transfers of financial assets are accounted for as sales only when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from the Company, (2) the transferee obtains the right to pledge or exchange the assets it received, and no condition both constrains the transferee from taking advantage of its right to pledge or exchange and provides more than a modest benefit to the transferor, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. In addition, for transfers of a portion of financial assets (for example, participations of loan receivables), the transfer must meet the definition of a “participating interest” in order to account for the transfer as a sale. Following are the characteristics of a “participating interest”:

· Pro-rata ownership in an entire financial asset.

73

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

· From the date of the transfer, all cash flows received from entire financial assets are divided proportionately among the participating interest holders in an amount equal to their share of ownership.

· The rights of each participating interest holder have the same priority, and no participating interest holder’s interest is subordinated to the interest of another participating interest holder. That is, no participating interest holder is entitled to receive cash before any other participating interest holder under its contractual rights as a participating interest holder.

· No party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset.

BOLI: BOLI is carried at cash surrender value with increases/decreases reflected as income/expense in the statement of income.

Premises and equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets.

Restricted investment securities: Restricted investment securities represent FHLB and FRB common stock. The stock is carried at cost. These equity securities are “restricted” in that they can only be sold back to the respective institution or another member institution at par. Therefore, they are less liquid than other tradable equity securities. The Company views its investment in restricted stock as a long-term investment. Accordingly, when evaluating for impairment, the value is determined based on the ultimate recovery of the par value, rather than recognizing temporary declines in value. There have been no other-than-temporary write-downs recorded on these securities.

OREO: Real estate acquired through, or in lieu of, loan foreclosures, is held for sale and initially recorded at fair value less costs to sell, establishing a new cost basis. Any writedown to fair value taken at the time of foreclosure is charged to the allowance. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell. Subsequent write-downs to fair value are charged to earnings.

Repossessed assets: Equipment or other non-real estate property acquired through, or in lieu of foreclosure, is held for sale and initially recorded at fair value less costs to sell. Repossessed assets are included in other assets on the consolidated balance sheets.

Goodwill: The Company has recorded goodwill from various business combinations. The goodwill is not being amortized, but is evaluated at least annually for impairment. In 2019 and prior years, the goodwill evaluation was performed as of September 30th.  In 2019, that September 30th evaluation was then reassessed at November 30th to facilitate a change in the annual impairment testing date going forward.  In future years, the annual evaluation will be performed as of November 30th.  An impairment charge is recognized when the calculated fair value of the reporting unit, including goodwill, is less than its carrying amount. The Company engaged an external specialist to assess the goodwill at the reporting unit level for the Banks in 2019.  As of November 30, 2019, the Company performed an internal assessment of the goodwill for the Bates Companies reporting unit.  As a result of this internal assessment, the Company determined an impairment charge of $3 million was required for the Bates Companies reporting unit.  See further discussion in Note 6. Based upon internal assessments, there was no impairment recognized during 2018 and 2017.

Core deposit intangible: The Company has recorded a core deposit intangible from historical acquisitions including CNB, CSB and Guaranty Bank, and from its merger with Springfield Bancshares. The core deposit intangible was the portion of the acquisition purchase price which represented the value assigned to the existing deposit base at

74

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

acquisition. See Notes 2 and 6 to the Consolidated Financial Statements for additional information. The core deposit intangibles have a finite life and are amortized over the estimated useful life of the deposits (estimated to be ten years).

Customer list intangible: The Company has recorded a customer list intangible from the Bates Companies acquisition.  The customer list intangible was the portion of the acquisition purchase price which represented the value assigned to the existing customer base at acquisition.  See Notes 2 and 6 to the Consolidated Financial Statements for addition information.  The customer list intangible has a finite life and will be amortized over the estimated useful life (estimated to be fifteen years).

Assets and liabilities held for sale: Assets and liabilities held for sale are carried at the lower of cost or estimated market value in the aggregate.  See Note 2 for further information.

Swap transactions: The Company offers a loan swap program to certain commercial loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the swap customer will then enter into a fixed interest rate swap. Separately, an identical offsetting swap is entered into by the Company with a counterparty. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. Additionally, the Company receives an upfront fee from the counterparty, dependent upon the pricing that is recognized upon receipt from the counterparty.

Derivatives and hedging activities: The Company enters into derivative financial instruments as part of its strategy to manage its exposure to changes in interest rates.

Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying index (such as a rate, security price or price index) as specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying index.

The derivative financial instruments currently used by the Company to manage its exposure to interest rate risk include: (1) interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market (although this type of derivative is negligible); (2) interest rate caps to manage the interest rate risk of certain variable rate deposits and short-term fixed rate liabilities; and (3) interest rate swaps on variable rate trust preferred securities.

Interest rate caps and interest rate swaps are valued by a third party monthly and corroborated by the transaction counterparty. The Company uses the hypothetical derivative method to assess and measure effectiveness in accordance with ASC 815, Derivative and Hedging.

Preferred stock: The Company currently has 250,000 shares of preferred stock authorized, but none outstanding as of December 31, 2019 and 2018. Should the Company have preferred stock outstanding in the future, dividends declared on those shares would be deducted from net income to arrive at net income available to common stockholders. Net income available to common stockholders would then be used in the earnings per share computation

75

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

Stock-based compensation plans: The Company accounts for stock-based compensation with measurement of compensation cost for all stock-based awards at fair value on the grant date and recognition of compensation over the requisite service period for awards expected to vest.

As discussed in Note 16, during the years ended December 31, 2019, 2018, and 2017, the Company recognized stock-based compensation expense for the grant-date fair value of stock based awards that are expected to vest over the requisite service period of $2.5 million, $1.4 million and $1.2 million, respectively. As required, management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option grants with the following assumptions for the indicated periods:

	2019		2018		2017
Dividend yield		0.67%		0.45% to 0.48%		0.36% to 0.47%
Expected volatility		28.28%		29.51% to 29.59%		29.64% to 29.95%
Risk-free interest rate		2.90%		2.60% to 2.94%		2.50% to 2.81%
Expected life of option grants		6.25 years		6 years		6 years
Weighted-average grant date fair value	$	11.29	$	14.68	$	14.75

The Company also uses the Black-Scholes option pricing model to estimate the fair value of stock purchase grants with the following assumptions for the indicated periods:

	2019		2018		2017
Dividend yield		0.69% to 0.75%		0.37% to 0.51%		0.37% to 0.42%
Expected volatility		20.15% to 21.06%		20.90% to 21.40%		19.80% to 19.86%
Risk-free interest rate		2.02 % to 2.46%		1.59% to 2.22%		0.67% to 1.18%
Expected life of purchase grants		3 to 6 months		3 to 6 months		3 to 6 months
Weighted-average grant date fair value	$	4.81	$	6.63	$	6.42

The fair value is amortized on a straight-line basis over the vesting periods of the grants and will be adjusted for subsequent changes in estimated forfeitures. The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy. Expected volatility is based on historical volatility of the Company’s common stock price. The risk-free interest rate for periods within the contractual life of the option or purchase is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of the option and purchase grants is derived using the “simplified” method and represents the period of time that options and purchases are expected to be outstanding. Historical data is used to estimate forfeitures used in the model. Two separate groups of employees (employees subject to broad based grants, and executive employees and directors) are used.

As of December 31, 2019, there was $475 thousand of unrecognized compensation cost related to stock options granted, which is expected to be recognized over a weighted average period of 1.54 years.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the 394,592 options that were in-the-money at December 31, 2019. The aggregate intrinsic value at December 31, 2019 was $10.2 million on options outstanding and $9.7 million on options exercisable. During the years ended December 31, 2019, 2018 and 2017, the aggregate intrinsic value of

76

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

options exercised under the Company’s Equity Plans was $303 thousand, $365 thousand, and $1.0 million, respectively, and determined as of the date of the option exercise.

Restricted stock awards granted may not be sold or otherwise transferred until the service periods have lapsed. During the vesting periods, participants have voting rights and receive dividends. Upon termination of employment, common shares upon which the service periods have not lapsed must be returned to the Company.

All restricted share awards are classified as equity awards. The grant-date fair value of equity-classified restricted stock awards is amortized as compensation expense on a straight-line basis over the period restrictions lapse.

As of December 31, 2019, there was $3.1 million of unrecognized compensation cost related to nonvested restricted stock awards expected to be recognized over a period of 2.2 years.

Income taxes: The Company files its tax return on a consolidated basis with its subsidiaries. The entities follow the direct reimbursement method of accounting for income taxes under which income taxes or credits which result from the inclusion of the subsidiaries in the consolidated tax return are paid to or received from the parent company.

Deferred income taxes are provided under the liability method whereby deferred tax assets are recognized for deductible temporary differences and net operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of thebenefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of income.

Trust assets: Trust assets held by the subsidiary banks in a fiduciary, agency, or custodial capacity for their customers, other than cash on deposit at the subsidiary banks, are not included in the accompanying Consolidated Financial Statements since such items are not assets of the subsidiary banks.

Earnings per share: See Note 18 for a complete description and calculation of basic and diluted earnings per share.

Revenue Recognition: As of January 1, 2018, the Company adopted ASU 2014‑09 using the modified retrospective approach. The adoption of the guidance had no material impact on the measurement or recognition of revenue as

77

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

approximately 89% of the Company's revenue (based on 2017 audited financial results) is outside the scope of this guidance; however, additional disclosures have been added in accordance with the ASU.

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

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

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

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

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

New Accounting Prounouncement: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 was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard was adopted by the Company on January 1, 2019 and had no significant impact 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 cost (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. The Company has developed a CECL allowance model which calculates reserves over the life of the loan and is largely driven by portfolio characteristics, risk-grading, economic outlook, and other key methodology assumptions. Those assumptions are based upon the existing probability of default and loss given default framework. The Company will utilize economic and other forecasts over a four quarter reasonable and

78

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Account Policies (continued)

supportable forecast period. In the beginning of the second year, the Company will fully revert back to average historical losses. The Company’s credit administration team will periodically refine the model as needed. The Company expects to incur an increase of 5-20% of the December 31, 2019 allowance for estimated losses on loans/leases and the after-tax charge will result in a decrease to the opening stockholders' equity balance as of January 1, 2020. A majority of the increase to the allowance is the result of economic uncertainty and unfunded commitments. The Company anticipates increases in the allowance for credit losses on longer dated portfolios and decreases in the shorter dated portfolios. The Company is in the process of finalizing the review of the most recent model run as of the implementation date and finalizing assumptions including qualitative adjustments and economic forecasts.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). ASU 2017-04 is intended to simplify goodwill impairment testing by eliminating the second step of the analysis. ASU 2017-04 requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. The Company early adopted ASU 2017-04 effective for the period beginning January 1, 2019.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815).  ASU 2017-12 is intended to simplify and expand the eligible hedging strategies for financial and nonfinancial risks and enhance the transparency of how hedging results are presented and disclosed.  The new standard provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings. The standard was adopted by the Company on January 1, 2019 and had no significant impact on the Company’s Consolidated Financial Statements.

Note 2. Sales/Mergers/Acquisitions

Sale of Assets and Liabilities of Rockford Bank & Trust

On November 30, 2019, the Company sold substantially all of the assets and transferred substantially all of the deposits and certain other liabilities of the Company’s wholly-owned subsidiary, RB&T, to IB&T, a wholly-owned subsidiary of Heartland Financial USA, Inc., for a cash payment.  The cash payment amount was determined substantially by the following formula: (i) the “Purchase Price Premium”, plus (ii) the aggregate net book value of the acquired assets, minus (iii) the aggregate book value of the assumed liabilities.  The Purchase Price Premium is equal to: (a) 8% of RB&T’s tangible assets, multiplied by (b) 0.345.  The Purchase Price Premium totaled $12.5 million and the total payment by IB&T to the Company at closing was $46.6 million.

79

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

Assets and liabilities of RB&T sold are summarized as follows as of the date of closing:

	As of
	November 30, 2019
	(dollars in thousands)
ASSETS
Cash and due from banks	$	3,973
Interest-bearing deposits at financial institutions		55,291
Securities held to maturity, at amortized cost		3,243
Securities available for sale, at fair value		21,874
Loans/leases receivable held for investment, net		357,931
Premises and equipment, net		5,612
Restricted investment securities		675
Other real estate owned, net		2,134
Other assets		3,228
Total assets sold	$	453,961
LIABILITIES
Noninterest-bearing deposits	$	69,802
Interest-bearing deposits		331,486
Short-term borrowings		1,158
Federal Home Loan Bank advances		15,000
Other liabilities		2,241
Total liabilities sold	$	419,687
Net assets sold	$	34,274
Cash consideration received	$	46,560
Gain on sale of assets and liabilities	$	12,286

The Company retained certain assets, mainly comprised of BOLI, and certain liabilities, mainly comprised of deferred compensation and income tax accruals. These assets and liabilities totaling $12.0 million and $5.0 million, respectively, as of December 31, 2019, are expected to be liquidated by June 30, 2020 and are included within assets and liabilities held for sale on the consolidated balance sheets.

Disposition costs related to the sale totaled $3.3 million and were comprised primarily of legal and accounting costs, costs in connection with the disposal of fixed assets and prepaids, personnel costs and IT deconversion costs related to the sale of RB&T.

General – Mergers/Acquisitions

The narrative in this subsection applies to all mergers and acquisitions detailed throughout this footnote.

Loans acquired in a business combination are recorded and initially measured at their estimated fair value as of the acquisition date. Credit discounts are included in the determination of fair value. A third party valuation consultant assisted with the determination of fair value.

Purchased loans are segregated into two categories: PCI loans and non-PCI (performing) loans. PCI loans are accounted for in accordance with ASC 310‑30, as they display significant credit deterioration since origination and it is probable, as of the acquisition date, that the Company will be unable to collect all contractually required payments from the borrower. Performing loans are accounted for in accordance with ASC 310‑20, as these loans do not have evidence of significant credit deterioration since origination and it is probable that the contractually required payments will be received from the borrower.

For PCI loans, the difference between the contractually required payments at acquisition and the cash flows expected to be collected is referred to as the non-accretable discount. Further, any excess cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the expected

80

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

remaining life of the loan. Subsequent to the purchase date, increases in cash flows over those expected at the purchase date are recognized as interest income prospectively. The present value of any decreases in expected cash flows after the purchase date is recognized by recording an allowance for loan and lease losses and provision for loan losses.

For performing loans, the difference between the estimated fair value of the loans and the principal balance outstanding is accreted over the remaining life of the loans.

Bates Companies

On October 1, 2018, the Company acquired the Bates Companies, headquartered in Rockford, Illinois. The acquisition  enhanced the wealth management services of the Company by adding approximately $704 million of assets under management at acquisition.   In the acquisition, the Company acquired 100% of the Bates Companies’ outstanding common stock for aggregate consideration of $3.0 million cash and up to $3.0 million of the Company’s common stock.  Of the total cash consideration, $1.5million in cash was paid at closing funded through operating cash.  The additional $1.5 million was recorded as a promissory note and will be repaid in five equal, annual installments of $300,000 each on the first through fifth anniversaries of the closing date.  Interest will be paid at a rate of 2.18% per annum, based on the applicable federal rate as of the closing date.  This $1.5 million promissory note is included in Other Liabilities on the Consolidated Balance Sheet.  Additionally, in a private placement exempt from registration with the SEC, the Company issued 23,501 shares of Company stock in December 2018.  Assuming all future performance based targets are met, total stock consideration can reach $3.0 million, which would result in the Company issuing approximately 47,003 additional common shares based on the 10-day volume weighted average of the closing stock price of the Company ending five days prior to closing.  The contingent consideration for the additional common shares, totaling $2.0 million, as of December 31, 2018, is included in Other Liabilities on the Consolidated Balance Sheet. Required performance targets were met during 2019 and the Company issued 9,400 shares of common stock in December 2019 as described above.

During 2018, the Company incurred $394 thousand of expenses related to the acquisition, comprised primarily of legal and accounting costs.

The Company recorded a customer list intangible totaling $1.6 million which is the portion of the acquisition purchase price which represents the value assigned to the existing customer base. The customer list intangible has a finite life and is amortized over the estimated useful life of the customer base. The Company recorded goodwill totaling $3.7 million which is the excess of the consideration paid over the fair value of the net assets acquired. This goodwill is not deductible for tax purposes.  See Note 6 to the Consolidated Financial Statements for additional information.

The Company accounted for the business combination under the acquisition method of accounting in accordance with ASC 805. The Company recognized the full fair value of the assets acquired and liabilities assumed at the acquisition date, net of applicable income tax effects.The Company considers all purchase accounting adjustments as provisional and fair values are subject to refinement for up to one year after the closing date.

81

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

Unaudited pro forma combined operating results for the years ended December 31, 2018 and 2017, giving effect to the Bates Companies acquisition as if it had occurred as of January 1, 2017, are as follows:

	For the Year Ended December 31,
	2018		2017
	(dollars in thousands, except per share data)
Net interest income	$	142,368	$	116,029
Noninterest income	$	44,455	$	33,044
Net income	$	44,032	$	35,627
Earnings per common share:
Basic	$	2.98	$	2.67
Diluted	$	2.92	$	2.60

The pro forma results do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on January 1, 2017 or of future results of operations of the consolidated entities.

Springfield Bancshares, Inc.

On July 1, 2018, the Company merged with Springfield Bancshares, the holding company of SFC Bank, headquartered in Springfield, Missouri.  The Company acquired 100% of Springfield Bancshares common stock in the merger.  SFC Bank is a Missouri-chartered bank that operates one location in the Springfield, Missouri market.  As a result of the transaction, SFC Bank became an independent charter of the Company.

The merger with Springfield Bancshares allowed the Company to enter the Springfield, Missouri market which is consistent with the Company’s strategic plan to selectively acquire other high-performing financial institutions in vibrant mid-sized metropolitan markets with a high concentration of commercial clients.  Financial metrics related to the transaction were favorable, as measured by EPS and ROAA accretion.

Stockholders of Springfield Bancshares received 0.3060 shares of the Company’s common stock and $1.50 in cash in exchange for each common share of Springfield Bancshares held.  On June 29, 2018, the last trading date before the closing, the Company’s common stock closed at $47.45, resulting in stock consideration valued at $80.6 million and total consideration paid by the Company of $89.0 million.  To help fund the cash portion of the purchase price, on June 29, 2018, the Company borrowed $4.1 million on its existing $10.0 million revolving line of credit.  The Company also borrowed $4.9 million on this same revolving line of credit to fund the repayment of certain debt assumed in the merger shortly after closing.  This note is included within Other Borrowings on the Consolidated Balance Sheets. The remaining cash consideration paid to the shareholders of Springfield Bancshares came from operating cash.

The Company accounted for the business combination under the acquisition method of accounting in accordance with ASC 805. The Company recognized the full fair value of the assets acquired and liabilities assumed at the merger date, net of applicable income tax effects.  The Company considers all purchase accounting adjustments as provisional and fair values are subject to refinement for up to one year after the closing date.

The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. This goodwill is not deductible for tax purposes. During the fourth quarter of 2018, various measurement period adjustments were made.  The result of these adjustments was an increase to goodwill of $447 thousand.

82

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

The fair values of the assets acquired and liabilities assumed, after measurement period adjustments to date, including the consideration paid and resulting goodwill is as follows.

	As of
	July 1, 2018
	(dollars in thousands)
ASSETS
Cash and due from banks	$	4,586
Interest-bearing deposits at financial institutions		62,924
Securities		4,845
Loans/leases receivable, net		477,337
Bank-owned life insurance		7,092
Premises and equipment		6,092
Restricted investment securities		3,654
Intangibles		8,209
Other assets		1,471
Total assets acquired	$	576,210
LIABILITIES
Deposits	$	439,579
Short-term borrowings		1,143
FHLB advances		74,539
Other borrowings		9,544
Other liabilities		8,409
Total liabilities assumed	$	533,214
Net assets acquired	$	42,996
CONSIDERATION PAID:
Cash	$	8,334
Common stock		80,637
Total consideration paid	$	88,971
Goodwill	$	45,975

The following table presents the purchased loans as of the merger date:

	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Contractually required principal payments	$	7,553	$	479,440	$	486,993
Nonaccretable discount		(1,563)		—		(1,563)
Principal cash flows expected to be collected	$	5,990	$	479,440	$	485,430
Accretable discount		(293)		(7,800)		(8,093)
Fair Value of acquired loans	$	5,697	$	471,640	$	477,337

Changes in accretable yield for the loans acquired are as follows:

	Year ended December 31, 2019
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(659)	$	(5,849)	$	(6,508)
Reclassification of nonaccretable discount to accretable		(159)		—		(159)
Accretion recognized		767		2,325		3,092
Balance at the end of the period	$	(51)	$	(3,524)	$	(3,575)

	For the year ended December 31, 2018
	PCI		Performing
	Loans		Loans		Total
Balance at the beginning of the period	$	—	$	—	$	—
Discount added at acquisition		(293)		(7,800)		(8,093)
Reclassification of nonaccretable discount to accretable		(892)		—		(892)
Accretion recognized		526		1,951		2,477
Balance at the end of the period	$	(659)	$	(5,849)	$	(6,508)

83

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

During 2019, there was no nonaccretable discount that was recognized due to the repayment of PCI loans.  However, $159 thousand of nonaccretable discount was reclassified to accretable due to significant improvement on one specific credit subsequent to the merger date.  Of this amount, $153 thousand was accreted to income in 2019, while the remainder will be accreted over the next 8 months, which is the remaining contractual life of the loan.

During 2018, there was no nonaccretable discount that was recognized due to the repayment of PCI loans.  However, $892 thousand of nonaccretable discount was reclassified to accretable during the third quarter of 2018 due to significant improvement on one specific credit subsequent to the merger date.  Of this amount, $396 thousand was accreted to income in 2018, while the remainder will be accreted over the next 8 months, which is the remaining contractual life of the loan.

Premises and equipment acquired with a fair value of $6.1million includes one branch location. The fair value was determined with the assistance of a third party appraiser. The buildings and building write-ups will be recognized in depreciation expense over 39 years.

The Company recorded a core deposit intangible totaling $8.2 million which is the portion of the merger purchase price which represents the value assigned to the existing deposit base. The core deposit intangible has a finite life and is amortized using an accelerated method over the estimated useful life of the deposits (estimated to be ten years). See Note 6 to the Consolidated Financial Statements for additional information.

FHLB advances and other borrowings assumed with a fair value of $84.1 million included $40.0 million in overnight FHLB advances, $34.5 million of FHLB term advances, $4.7 million in subordinated debentures and a $4.8 million bank stock loan.  The $4.8 million bank stock loan was paid off immediately after the merger date on July 2, 2018, at its book value.  See Note 10 and 11 to the Consolidated Financial Statements for additional information.

During 2018, the Company incurred $1.4 million of expenses related to the merger comprised primarily of legal, accounting, and investment banking costs. These costs are presented on their own line within the consolidated statements of income. SFC Bank results are included in the consolidated statements of income effective on the merger date. For the period July 1, 2018 to December 31, 2018, SFC Bank reported revenues of $15.2 million and net income of $4.8 million, which included $391 thousand of after tax post-acquisition, compensation, transition and integration costs.

Unaudited pro forma combined operating results for the years ended December 31, 2018 and 2017, giving effect to the merger with Springfield Bancshares as if it had occurred as of January 1, 2017, are as follows:

	For the Year Ended December 31,
	2018		2017
	(dollars in thousands, except per share data)
Net interest income	$	153,229	$	136,190
Noninterest income	$	42,538	$	32,395
Net income	$	49,542	$	42,316
Earnings per common share:
Basic	$	3.17	$	2.82
Diluted	$	3.11	$	2.75

The pro forma results do not purport to be indicative of the results of operations that actually would have resulted had the merger occurred on January 1, 2017 or of future results of operations of the consolidated entities.

84

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

Guaranty Bank and Trust

On October 1, 2017 the Company acquired Guaranty Bank, headquartered in Cedar Rapids, Iowa, from Guaranty. Guaranty Bank is an Iowa-chartered bank that operates five banking locations throughout the Cedar Rapids metropolitan area.

The acquisition of Guaranty Bank allowed the Company to grow its market share in the Cedar Rapids market. Guaranty Bank has a strong core deposit base and retail franchise. Although Guaranty already had strong earnings, the Company has identified several opportunities for enhanced future earnings performance. Lastly, financial metrics related to the transaction were favorable, as measured by EPS accretion, ROAA accretion and earn back of tangible book value dilution.

In the acquisition, the Company acquired 100% of Guaranty Bank’s outstanding common stock and purchased certain assets and assumed certain liabilities of Guaranty for aggregate consideration consisting of 79% QCR Holdings common stock (678,670 shares) and 21% cash ($7.8 million). On September 29, 2017, the last trading date before the closing, the Company’s common stock closed at $45.50, resulting in stock consideration valued at $30.9 million and total consideration paid by the Company of $38.7 million.

To help fund the cash portion of the purchase price, on September 27, 2017, the Company executed a $7.0 million four-year term note with principal and interest due quarterly. See further information in Note 11. This note is included within other borrowings on the December 31, 2017 Consolidated Balance Sheets. The remaining cash consideration paid to Guaranty came from operating cash.

The Company accounted for the business combination under the acquisition method of accounting in accordance with ASC 805. The Company recognized the full fair value of the assets acquired and liabilities assumed at the acquisition date, net of applicable income tax effects. The Company considers all purchase accounting adjustments to be finalized.

The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. This goodwill is deductible over 15 years for tax purposes.

The Company has several areas of specialization, including government guaranteed lending, C&I lending, interest rate swaps, leasing, wealth management, private banking and municipal bond offerings that will be offered in this expanded market, increasing future earnings potential. Guaranty Bank has a strong core deposit base. There is also value added to the Company through having an expanded footprint in a market that has strong growth potential. The experience and value of the personnel at Guaranty Bank and their knowledge of the expanded market is also beneficial.

On December 2, 2017, the Company merged Guaranty Bank with and into CRBT, with CRBT as the surviving bank. As part of the merger, the Guaranty Bank branches located at 302 3rd Avenue SE, Cedar Rapids, Iowa and 1819 42nd Street NE, Cedar Rapids, Iowa, permanently closed. The three remaining Guaranty Bank branches have become banking offices of CRBT.

85

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

The fair values of the assets acquired and liabilities assumed including the consideration paid and resulting goodwill is as follows:

	As of
	October 1, 2017
	(dollars in thousands)
ASSETS
Cash and due from banks	$	4,435
Interest-bearing deposits at financial institutions		3,954
Securities		49,703
Loans/leases receivable, net		192,518
Premises and equipment		4,808
Restricted investment securities		477
Core deposit intangible		2,698
Other assets		998
Total assets acquired	$	259,591
LIABILITIES
Deposits	$	212,468
Short-term borrowings		13,102
FHLB advances		4,108
Junior subordinated debentures		3,857
Other liabilities		2,596
Total liabilities assumed	$	236,131
Net assets acquired	$	23,460
CONSIDERATION PAID:
Cash	$	7,803
Common stock		30,880
Total consideration paid	$	38,683
Goodwill	$	15,223

The following table presents the purchased loans as of the acquisition date:

	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Contractually required principal payments	$	3,126	$	192,983	$	196,109
Nonaccretable discount		(1,147)		—		(1,147)
Principal cash flows expected to be collected	$	1,979	$	192,983	$	194,962
Accretable discount		(220)		(2,224)		(2,444)
Fair Value of acquired loans	$	1,759	$	190,759	$	192,518

86

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

Changes in accretable yield for the loans acquired are as follows:

	For the year ended December 31, 2019
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(8)	$	(1,613)	$	(1,621)
Reclassification of nonaccretable discount to accretable		(5)		—		(5)
Accretion recognized		7		518		525
Balance at the end of the period	$	(6)	$	(1,095)	$	(1,101)
	For the year ended December 31, 2018
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(166)	$	(2,197)	$	(2,363)
Accretion recognized		158		584		742
Balance at the end of the period	$	(8)	$	(1,613)	$	(1,621)
	For the year ended December 31, 2017
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(220)	$	(2,224)	$	(2,444)
Accretion recognized		54		27		81
Balance at the end of the period	$	(166)	$	(2,197)	$	(2,363)

During 2018 and 2017, there was also $137 thousand and $158 thousand, respectively, of nonaccretable discount that was recognized due to the repayment of PCI loans.

Premises and equipment acquired with a fair value of $4.8  million includes five branch locations with a fair value of $4.6 million. The fair value was determined with the assistance of a third party appraiser. The buildings and related fair value adjustments will be recognized in depreciation expense over 39 years.

The Company recorded a core deposit intangible totaling $2.7 million which is the portion of the acquisition purchase price which represents the value assigned to the existing deposit base. The core deposit intangible has a finite life and is amortized using an accelerated method over the estimated useful life of the deposits (estimated to be ten years). See Note 6 to the Consolidated Financial Statements for additional information.

During 2017, the Company incurred $805  thousand of  expenses related to the acquisition, comprised primarily of legal, accounting and investment banking costs. These acquisition costs are presented on their own line within the consolidated statements of income. Also during 2017, the Company incurred $3.1 million of post-acquisition expenses, comprised primarily of personnel costs, IT integration, and conversion costs. Guaranty Bank results are included in the consolidated statements of income effective on the acquisition date.

87

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Sales/Mergers/Acquisitions (continued)

Unaudited pro forma combined operating results for the years ended December 31, 2017 and 2016, giving effect to the Guaranty Bank acquisition as if it had occurred as of January 1, 2016, are as follows:

	Year Ended December 31,
	2017		2016
	(dollars in thousands, except per share data)
Net interest income	$	122,923	$	102,902
Noninterest income	$	32,703	$	34,238
Net income	$	38,728	$	27,103
Earnings per common share:
Basic	$	2.80	$	2.05
Diluted	$	2.73	$	2.02

The pro forma results do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on January 1, 2016 or of future results of operations of the consolidated entities.

Note 3. Investment Securities

The amortized cost and fair value of investment securities as of December 31, 2019 and 2018 are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		(Losses)		Value
	(dollars in thousands)
December 31, 2019:
Securities HTM:
Municipal securities	$	399,596	$	26,042	$	(143)	$	425,495
Other securities		1,050		—		—		1,050
	$	400,646	$	26,042	$	(143)	$	426,545
Securities AFS:
U.S. govt. sponsored agency securities	$	19,872	$	283	$	(77)	$	20,078
Residential mortgage-backed and related securities		118,724		2,045		(182)		120,587
Municipal securities		46,659		1,602		(4)		48,257
Other securities		21,707		138		(72)		21,773
	$	206,962	$	4,068	$	(335)	$	210,695

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		(Losses)		Value
	(dollars in thousands)
December 31, 2018:
Securities HTM:
Municipal securities	$	400,863	$	5,661	$	(6,803)	$	399,721
Other securities		1,050		—		(1)		1,049
	$	401,913	$	5,661	$	(6,804)	$	400,770
Securities AFS:
U.S. govt. sponsored agency securities	$	37,150	$	39	$	(778)	$	36,411
Residential mortgage-backed and related securities		163,698		182		(4,631)		159,249
Municipal securities		59,069		180		(703)		58,546
Other securities		6,754		100		(4)		6,850
	$	266,671	$	501	$	(6,116)	$	261,056

88

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 3. Investment Securities (continued)

The Company’s HTM municipal securities consist largely of private issues of municipal debt. The municipalities are located primarily 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 commercial 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 December 31, 2019 and 2018, 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
	(dollars in thousands)
December 31, 2019:
Securities HTM:
Municipal securities	$	509	$	(1)	$	10,047	$	(142)	$	10,556	$	(143)
Other securities		550		—		—		—		550		—
	$	1,059	$	(1)	$	10,047	$	(142)	$	11,106	$	(143)
Securities AFS:
U.S. govt. sponsored agency securities	$	1,431	$	(21)	$	2,117	$	(56)	$	3,548	$	(77)
Residential mortgage-backed and related securities		2,263		(17)		17,862		(165)		20,125		(182)
Municipal securities		—		—		724		(4)		724		(4)
Other securities		17,135		(72)		—		—		17,135		(72)
	$	20,829	$	(110)	$	20,703	$	(225)	$	41,532	$	(335)

	Less than 12 Months				12 Months or More				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(dollars in thousands)
December 31, 2018:
Securities HTM:
Municipal securities	$	114,201	$	(2,187)	$	69,412	$	(4,616)	$	183,613	$	(6,803)
Other securities		549		(1)		—		—		549		(1)
	$	114,750	$	(2,188)	$	69,412	$	(4,616)	$	184,162	$	(6,804)
Securities AFS:
U.S. govt. sponsored agency securities	$	1,565	$	(34)	$	29,605	$	(744)	$	31,170	$	(778)
Residential mortgage-backed and related securities		12,810		(148)		133,535		(4,483)		146,345		(4,631)
Municipal securities		28,356		(394)		15,932		(309)		44,288		(703)
Other securities		4,249		(4)		—		—		4,249		(4)
	$	46,980	$	(580)	$	179,072	$	(5,536)	$	226,052	$	(6,116)

At December 31, 2019, the investment portfolio included 541 securities. Of this number, 35 securities were in an unrealized loss position. The aggregate losses of these securities totaled approximately 0.1% of the total aggregate amortized cost. Of these 35 securities, 20 securities had an unrealized loss for 12 months or more. All of the debt securities in unrealized loss positions are considered acceptable credit risks. Based upon an evaluation of the available evidence, including the recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary. In addition, the Company lacks the intent to sell these securities and it is not more-likely-than-not that the Company will be required to sell these debt securities before their anticipated recovery.

The Company did not recognize OTTI on any investment securities for the years ended December 31, 2019, 2018 or 2017.

89

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 3. Investment Securities (continued)

All sales of securities for the years ended December 31, 2019, 2018 and 2017, respectively, were from securities identified as AFS. Information on proceeds received, as well as the gains and losses from the sale of those securities are as follows:

	2019		2018		2017
	(dollars in thousands)
Proceeds from sales of securities	$	30,055	$	1,938	$	71,092
Gross gains from sales of securities		176		—		67
Gross losses from sales of securities		(206)		—		(155)

The amortized cost and fair value of securities as of December 31, 2019, by contractual maturity are shown below. Expected maturities of mortgage-backed and related securities may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.

	Amortized Cost		Fair Value
	(dollars in thousands)
Securities HTM:
Due in one year or less	$	3,220	$	3,234
Due after one year through five years		33,088		33,865
Due after five years		364,338		389,446
	$	400,646	$	426,545
Securities AFS:
Due in one year or less	$	1,084	$	1,084
Due after one year through five years		17,089		17,320
Due after five years		70,065		71,704
		88,238		90,108
Residential mortgage-backed and related securities		118,724		120,587
	$	206,962	$	210,695

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

	Amortized Cost		Fair Value
	(dollars in thousands)
Securities HTM:
Municipal securities	$	182,653	$	186,631
Securities AFS:
Municipal securities		39,674		40,990
Other securities		4,500		4,638
	$	44,174	$	45,628

90

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 3. Investment Securities (continued)

As of December 31, 2019 and 2018, investment securities with a carrying value of $113.3 million and $100.9 million, respectively, were pledged on FHLB advances, customer and wholesale repurchase agreements, derivative liabilities and for other purposes as required or permitted by law.

As of December 31, 2019, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 93 issuers with fair values totaling $77.2 million and revenue bonds issued by 154 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $396.6 million. The Company held investments in general obligation bonds in 22 states, including six states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 17 states, including seven states in which the aggregate fair value exceeded $5.0 million.

As of December 31, 2018, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 110 issuers with fair values totaling $86.4 million and revenue bonds issued by 160 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $371.9 million. The Company held investments in general obligation bonds in 26 states, including 6 states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 19 states, including 7 states in which the aggregate fair value exceeded $5.0 million.

As of December 31, 2019 and 2018, the Company held revenue bonds of one single issuer, located in Ohio, the aggregate book or market value of which exceeded 5% of the Company’s stockholders’ equity.  The issuer’s financial condition is strong and the source of repayment is diversified.  The Company monitors the investment and concentration closely. 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 risk rating of 2, indicating very high quality. Additionally, many of these bonds are funding essential municipal services (water, sewer, education, 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 December 31, 2019, all were well-within policy limitations approved by the board of directors. Policy limits are calculated as a percentage of total risk-based capital.

As of December 31, 2019, the Company’s standard monitoring of its municipal securities portfolio had not uncovered any facts or circumstances resulting in significantly different credits 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.

91

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable

The composition of the loan/lease portfolio as of December 31, 2019 and 2018 is presented as follows:

	2019		2018
	(dollars in thousands)
C&I loans *	$	1,507,825	$	1,429,410
CRE loans
Owner-occupied CRE		443,989		500,654
Commercial construction, land development, and other land		378,797		236,787
Other non owner-occupied CRE		913,610		1,028,670
		1,736,396		1,766,111
Direct financing leases **		87,869		117,969
Residential real estate loans ***		239,904		290,759
Installment and other consumer loans		109,352		119,381
		3,681,346		3,723,630
Plus deferred loan/lease origination costs, net of fees		8,859		9,124
		3,690,205		3,732,754
Less allowance		(36,001)		(39,847)
	$	3,654,204	$	3,692,907
** Direct financing leases:
Net minimum lease payments to be received	$	97,025	$	130,371
Estimated unguaranteed residual values of leased assets		547		828
Unearned lease/residual income		(9,703)		(13,230)
		87,869		117,969
Plus deferred lease origination costs, net of fees		1,892		3,642
		89,761		121,611
Less allowance		(1,464)		(1,792)
	$	88,297	$	119,819

*   Includes equipment financing agreements outstanding at m2, totaling $142.0 million and $103.4 million as of December 31, 2019 and 2018, respectively.

**Management performs an evaluation of the estimated unguaranteed residual values of leased assets on an annual basis, at a minimum. The evaluation consists of discussions with reputable and current vendors and 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.

At December 31, 2019, the Company had six leases remaining with residual values totaling $547 thousand that were not protected with a lease end options rider. At December 31, 2018, the Company had nine leases remaining with residual values totaling approximately $828 thousand that were not protected with a lease end options rider. Management has performed specific evaluations of these unguaranteed residual values and determined that the valuations are appropriate. There were no losses related to unguaranteed residual values during the years ended December 31, 2019, 2018, and 2017.

***Includes residential real estate loans held for sale totaling $3.7 million and $1.3 million as of December 31, 2019 and 2018, respectively.

92

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

Changes in accretable yield for the loans acquired in the mergers and acquisitions are as follows:

	For the year ended December 31, 2019
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(667)	$	(10,127)	$	(10,794)
Reclassification of nonaccretable discount to accretable		(275)		—		(275)
Accretion recognized		885		3,749		4,634
Balance at the end of the period	$	(57)	$	(6,378)	$	(6,435)

	For the year ended December 31, 2018
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(191)	$	(6,280)	$	(6,471)
Discount added at acquisition		(293)		(7,800)		(8,093)
Reclassification of nonaccretable discount to accretable		(892)		(470)		(1,362)
Accretion recognized		709		4,423		5,132
Balance at the end of the period	$	(667)	$	(10,127)	$	(10,794)
	For the year ended December 31, 2017
	PCI		Performing
	Loans		Loans		Total
	(dollars in thousands)
Balance at the beginning of the period	$	(194)	$	(9,116)	$	(9,310)
Discount added at acquisition		(220)		(2,224)		(2,444)
Accretion recognized		223		5,060		5,283
Balance at the end of the period	$	(191)	$	(6,280)	$	(6,471)

93

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

The aging of the loan/lease portfolio by classes of loans/leases as of December 31, 2019 and 2018 is presented as follows:

	2019
										Accruing Past
				30-59 Days			60-89 Days			Due 90 Days or			Nonaccrual
Classes of Loans/Leases	Current			Past Due			Past Due			More			Loans/Leases			Total
	(dollars in thousands)
C&I	$	1,499,891		$	6,126		$	572		$	—		$	1,236		$	1,507,825
CRE
Owner-Occupied CRE		443,707			177			71			—			34			443,989
Commercial Construction, Land Development, and Other Land		375,940			2,857			—			—			—			378,797
Other Non Owner-Occupied CRE		909,684			73			—			—			3,853			913,610
Direct Financing Leases		85,636			463			253			—			1,517			87,869
Residential Real Estate		235,845			2,939			414			—			706			239,904
Installment and Other Consumer		108,750			3			10			33			556			109,352
	$	3,659,453		$	12,638		$	1,320		$	33		$	7,902		$	3,681,346
As a percentage of total loan/lease portfolio		99.41	%		0.34	%		0.04	%		0.00	%		0.21	%		100.00	%

	2018
										Accruing Past
				30-59 Days			60-89 Days			Due 90 Days or			Nonaccrual
Classes of Loans/Leases	Current			Past Due			Past Due			More			Loans/Leases			Total
	(dollars in thousands)
C&I	$	1,423,406		$	930		$	597		$	389		$	4,088		$	1,429,410
CRE
Owner-Occupied CRE		500,138			—			193			107			216			500,654
Commercial Construction, Land Development, and Other Land		234,704			1,764			—			—			319			236,787
Other Non Owner-Occupied CRE		1,022,664			484			—			—			5,522			1,028,670
Direct Financing Leases		114,078			1,642			488			—			1,761			117,969
Residential Real Estate		284,844			3,877			206			89			1,743			290,759
Installment and Other Consumer		118,343			356			24			47			611			119,381
	$	3,698,177		$	9,053		$	1,508		$	632		$	14,260		$	3,723,630
As a percentage of total loan/lease portfolio		99.32	%		0.24	%		0.04	%		0.02	%		0.38	%		100.00	%

94

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

NPLs by classes of loans/leases as of December 31, 2019 and 2018 is presented as follows:

	2019
	Accruing Past
	Due 90 Days or		Nonaccrual						Percentage of
Classes of Loans/Leases	More		Loans/Leases*		Accruing TDRs		Total NPLs		Total NPLs
	(dollars in thousands)
C&I	$	—	$	1,236	$	646	$	1,882	21.12	%
CRE
Owner-Occupied CRE		—		34		—		34	0.38	%
Commercial Construction, Land Development, and Other Land		—		—		—		—	-	%
Other Non Owner-Occupied CRE		—		3,853		—		3,853	43.22	%
Direct Financing Leases		—		1,517		333		1,850	20.75	%
Residential Real Estate		—		706		—		706	7.92	%
Installment and Other Consumer		33		556		—		589	6.61	%
	$	33	$	7,902	$	979	$	8,914	100.00	%

*     At December 31, 2019, nonaccrual loans/leases included $747 thousand of TDRs, including $98 thousand in C&I loans, $269 thousand in CRE loans, $294 thousand in direct financing leases, $31 thousand in residential real estate loans, and $55 thousand in installment loans.

	2018
	Accruing Past
	Due 90 Days or		Nonaccrual						Percentage of
Classes of Loans/Leases	More*		Loans/Leases **		Accruing TDRs *		Total NPLs		Total NPLs
		(dollars in thousands)
C&I	$	389	$	4,088	$	454	$	4,931	26.58	%
CRE
Owner-Occupied CRE		107		216		—		323	1.74	%
Commercial Construction, Land Development, and Other Land		—		319		—		319	1.72	%
Other Non Owner-Occupied CRE		—		5,522		2,985		8,507	45.86	%
Direct Financing Leases		—		1,761		111		1,872	10.09	%
Residential Real Estate		89		1,743		100		1,932	10.41	%
Installment and Other Consumer		47		611		9		667	3.60	%
	$	632	$	14,260	$	3,659	$	18,551	100.00	%

*      At December 31, 2018 accruing past due 90 days or more included $496 thousand of TDRs, including $389 thousand in C&I loans and $107

       thousand in CRE loans.

**     At December 31, 2018, nonaccrual loans/leases included $2.3 million of TDRs, including $265 thousand in C&I loans, $1.4 million in CRE loans, $321 thousand in direct financing leases, $344 thousand in residential real estate loans, and $3 thousand in installment loans.

95

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

Changes in the allowance by portfolio segment for the years ended December 31, 2019, 2018, and 2017 are presented as follows:

	Year Ended December 31, 2019
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
	(dollars in thousands)
Balance, beginning	$	16,420	$	17,719	$	1,792	$	2,557	$	1,359	$	39,847
Reclassification of allowance related to held for sale loans		(2,814)		(2,392)		—		(628)		(288)		(6,122)
Provisions charged to expense *		3,666		1,566		1,129		163		114		6,638
Loans/leases charged off		(1,476)		(1,722)		(1,647)		(191)		(98)		(5,134)
Recoveries on loans/leases previously charged off		276		208		190		47		51		772
Balance, ending	$	16,072	$	15,379	$	1,464	$	1,948	$	1,138	$	36,001

*Excludes provision related to loans included in assets held for sale during the year of $428 thousand for the year ending December 31, 2019.

	Year Ended December 31, 2018
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
	(dollars in thousands)
Balance, beginning	$	14,323	$	13,963	$	2,382	$	2,466	$	1,222	$	34,356
Provisions charged to expense		7,161		4,094		1,068		193		142		12,658
Loans/leases charged off		(5,359)		(387)		(2,002)		(127)		(44)		(7,919)
Recoveries on loans/leases previously charged off		295		49		344		25		39		752
Balance, ending	$	16,420	$	17,719	$	1,792	$	2,557	$	1,359	$	39,847

	Year Ended December 31, 2017
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
	(dollars in thousands)
Balance, beginning	$	12,545	$	11,671	$	3,112	$	2,342	$	1,087	$	30,757
Provisions charged to expense		2,736		4,044		1,370		197		123		8,470
Loans/leases charged off		(1,150)		(1,795)		(2,285)		(102)		(41)		(5,373)
Recoveries on loans/leases previously charged off		192		43		185		29		53		502
Balance, ending	$	14,323	$	13,963	$	2,382	$	2,466	$	1,222	$	34,356

96

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued):

The allowance by impairment evaluation and by portfolio segment as of December 31, 2019 and 2018 is presented as follows:

	2019
							Direct Financing			Residential Real			Installment and
	C&I			CRE			Leases			Estate			Other Consumer			Total
	(dollars in thousands)
Allowance for impaired loans/leases	$	170		$	125		$	270		$	15		$	80		$	660
Allowance for nonimpaired loans/leases		15,902			15,254			1,194			1,933			1,058			35,341
	$	16,072		$	15,379		$	1,464		$	1,948		$	1,138		$	36,001
Impaired loans/leases	$	1,846		$	3,585		$	2,025		$	649		$	556		$	8,661
Nonimpaired loans/leases		1,505,979			1,732,811			85,844			239,255			108,796			3,672,685
	$	1,507,825		$	1,736,396		$	87,869		$	239,904		$	109,352		$	3,681,346
Allowance as a percentage of impaired loans/leases		9.21	%		3.49	%		13.33	%		2.31	%		14.39	%		7.62	%
Allowance as a percentage of nonimpaired loans/leases		1.06	%		0.88	%		1.39	%		0.81	%		0.97	%		0.96	%
Total allowance as a percentage of total loans/leases		1.07	%		0.89	%		1.67	%		0.81	%		1.04	%		0.98	%

	2018
							Direct Financing			Residential Real			Installment and
	C&I			CRE			Leases			Estate			Other Consumer			Total
	(dollars in thousands)
Allowance for impaired loans/leases	$	973		$	2,124		$	194		$	257		$	111		$	3,659
Allowance for nonimpaired loans/leases		15,447			15,595			1,598			2,300			1,248			36,188
	$	16,420		$	17,719		$	1,792		$	2,557		$	1,359		$	39,847
Impaired loans/leases	$	4,499		$	10,447		$	2,249		$	2,110		$	898		$	20,203
Nonimpaired loans/leases		1,424,911			1,755,664			115,720			288,649			118,483			3,703,427
	$	1,429,410		$	1,766,111		$	117,969		$	290,759		$	119,381		$	3,723,630
Allowance as a percentage of impaired loans/leases		21.62	%		20.33	%		8.63	%		12.18	%		12.38	%		18.11	%
Allowance as a percentage of nonimpaired loans/leases		1.08	%		0.89	%		1.38	%		0.80	%		1.05	%		0.98	%
Total allowance as a percentage of total loans/leases		1.15	%		1.00	%		1.52	%		0.88	%		1.14	%		1.07	%

97

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the years ended December 31, 2019, 2018, and 2017 are presented 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.

	2019
											Interest Income
							Average				Recognized for
	Recorded		Unpaid Principal		Related		Recorded		Interest Income		Cash Payments
Classes of Loans/Leases	Investment		Balance		Allowance		Investment		Recognized		Received
	(dollars in thousands)
Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	1,607	$	1,647	$	—	$	970	$	27	$	27
CRE
Owner-Occupied CRE		34		50		—		24		—		—
Commercial Construction, Land Development, and Other Land		—		—		—		—		—		—
Other Non Owner-Occupied CRE		684		686		—		738		29		29
Direct Financing Leases		1,642		1,642		—		1,322		30		30
Residential Real Estate		469		614		—		481		—		—
Installment and Other Consumer		476		476		—		474		—		—
	$	4,912	$	5,115	$	—	$	4,009	$	86	$	86
Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	239	$	239	$	170	$	124	$	—	$	—
CRE
Owner-Occupied CRE		—		—		—		—		—		—
Commercial Construction, Land Development, and Other Land		—		—		—		—		—		—
Other Non Owner-Occupied CRE		2,867		2,867		125		1,958		—		—
Direct Financing Leases		383		383		270		196		2		2
Residential Real Estate		180		180		15		72		—		—
Installment and Other Consumer		80		80		80		62		—		—
	$	3,749	$	3,749	$	660	$	2,412	$	2	$	2
Total Impaired Loans/Leases:
C&I	$	1,846	$	1,886	$	170	$	1,094	$	27	$	27
CRE
Owner-Occupied CRE		34		50		—		24		—		—
Commercial Construction, Land Development, and Other Land		—		—		—		—		—		—
Other Non Owner-Occupied CRE		3,551		3,553		125		2,696		29		29
Direct Financing Leases		2,025		2,025		270		1,518		32		32
Residential Real Estate		649		794		15		553		—		—
Installment and Other Consumer		556		556		80		536		—		—
	$	8,661	$	8,864	$	660	$	6,421	$	88	$	88

98

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

	2018
											Interest Income
							Average				Recognized for
	Recorded		Unpaid Principal		Related		Recorded		Interest Income		Cash Payments
Classes of Loans/Leases	Investment		Balance		Allowance		Investment		Recognized		Received
	(dollars in thousands)
Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	1,846	$	4,540	$	—	$	2,346	$	210	$	210
CRE
Owner-Occupied CRE		106		106		—		107		—		—
Commercial Construction, Land Development, and Other Land		507		507		—		101		—		—
Other Non Owner-Occupied CRE		1,804		1,804		—		540		—		—
Direct Financing Leases		1,929		1,929		—		2,193		60		60
Residential Real Estate		984		1,058		—		723		9		9
Installment and Other Consumer		762		762		—		198		—		—
	$	7,938	$	10,706	$	—	$	6,208	$	279	$	279
Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	2,653	$	2,653	$	973	$	1,118	$	43	$	43
CRE
Owner-Occupied CRE		304		660		39		177		—		—
Commercial Construction, Land Development, and Other Land		149		149		33		159		—		—
Other Non Owner-Occupied CRE		7,577		7,577		2,052		3,055		58		58
Direct Financing Leases		320		320		194		273		—		—
Residential Real Estate		1,126		1,126		257		553		12		12
Installment and Other Consumer		136		136		111		125		—		—
	$	12,265	$	12,621	$	3,659	$	5,460	$	113	$	113
Total Impaired Loans/Leases:
C&I	$	4,499	$	7,193	$	973	$	3,464	$	253	$	253
CRE
Owner-Occupied CRE		410		766		39		284		—		—
Commercial Construction, Land Development, and Other Land		656		656		33		260		—		—
Other Non Owner-Occupied CRE		9,381		9,381		2,052		3,595		58		58
Direct Financing Leases		2,249		2,249		194		2,466		60		60
Residential Real Estate		2,110		2,184		257		1,276		21		21
Installment and Other Consumer		898		898		111		323		—		—
	$	20,203	$	23,327	$	3,659	$	11,668	$	392	$	392

99

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

	2017
											Interest Income
							Average				Recognized for
	Recorded		Unpaid Principal		Related		Recorded		Interest Income		Cash Payments
Classes of Loans/Leases	Investment		Balance		Allowance		Investment		Recognized		Received
	(dollars in thousands)
Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	1,634	$	1,645	$	—	$	1,406	$	71	$	71
CRE
Owner-Occupied CRE		289		289		—		79		12		12
Commercial Construction, Land Development, and Other Land		—		—		—		—		—		—
Other Non Owner-Occupied CRE		1,172		1,172		—		1,177		—		—
Direct Financing Leases		2,945		2,945		—		2,880		132		132
Residential Real Estate		943		1,018		—		686		1		1
Installment and Other Consumer		134		134		—		126		—		—
	$	7,117	$	7,203	$	—	$	6,354	$	216	$	216
Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	4,615	$	4,618	$	716	$	4,584	$	203	$	203
CRE
Owner-Occupied CRE		152		152		48		221		—		—
Commercial Construction, Land Development, and Other Land		4,844		4,844		1,379		4,448		—		—
Other Non Owner-Occupied CRE		72		72		2		45		—		—
Direct Financing Leases		725		725		504		625		—		—
Residential Real Estate		761		761		355		549		15		15
Installment and Other Consumer		68		68		39		41		1		1
	$	11,237	$	11,240	$	3,043	$	10,513	$	219	$	219
Total Impaired Loans/Leases:
C&I	$	6,249	$	6,263	$	716	$	5,990	$	274	$	274
CRE
Owner-Occupied CRE		441		441		48		300		12		12
Commercial Construction, Land Development, and Other Land		4,844		4,844		1,379		4,448		—		—
Other Non Owner-Occupied CRE		1,244		1,244		2		1,222		—		—
Direct Financing Leases		3,670		3,670		504		3,505		132		132
Residential Real Estate		1,704		1,779		355		1,235		16		16
Installment and Other Consumer		202		202		39		167		1		1
	$	18,354	$	18,443	$	3,043	$	16,867	$	435	$	435

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

For C&I and CRE loans, the Company’s credit quality indicator is 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. See Note 1 for further discussion on the Company’s risk ratings.

100

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

For C&I equipment financing loans, 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 December 31, 2019 and 2018:

	2019
			CRE
					Non-Owner Occupied
					Commercial
					Construction,
					Land
			Owner-Occupied		Development,						As a % of
Internally Assigned Risk Rating	C&I		CRE		and Other Land		Other CRE		Total		Total
	(dollars in thousands)
Pass (Ratings 1 through 5)	$	1,334,446	$	439,418	$	378,572	$	896,206	$	3,048,642	98.28	%
Special Mention (Rating 6)		12,962		3,044		41		3,905		19,952	0.64	%
Substandard (Rating 7)		18,439		1,527		184		13,499		33,649	1.08	%
Doubtful (Rating 8)		—		—		—		—		—	—	%
	$	1,365,847	$	443,989	$	378,797	$	913,610	$	3,102,243	100.00	%

	2019
			Direct Financing		Residential Real		Installment and				As a % of
Delinquency Status *	C&I		Leases		Estate		Other Consumer		Total		Total
	(dollars in thousands)
Performing	$	140,992	$	86,019	$	239,198	$	108,763	$	574,972	99.29	%
Nonperforming		986		1,850		706		589		4,131	0.71	%
	$	141,978	$	87,869	$	239,904	$	109,352	$	579,103	100.00	%

	2018
			CRE
					Non-Owner Occupied
					Commercial
					Construction,
					Land
			Owner-Occupied		Development,						As a % of
Internally Assigned Risk Rating	C&I		CRE		and Other Land		Other CRE		Total		Total
	(dollars in thousands)
Pass (Ratings 1 through 5)	$	1,294,418	$	487,949	$	230,473	$	1,008,626	$	3,021,466	97.72	%
Special Mention (Rating 6)		23,302		9,599		3,848		5,309		42,058	1.36	%
Substandard (Rating 7)		8,286		3,106		2,466		14,735		28,593	0.92	%
Doubtful (Rating 8)		—		—		—		—		—	—	%
	$	1,326,006	$	500,654	$	236,787	$	1,028,670	$	3,092,117	100.00	%

	2018
			Direct Financing		Residential Real		Installment and				As a % of
Delinquency Status *	C&I		Leases		Estate		Other Consumer		Total		Total
	(dollars in thousands)
Performing	$	102,713	$	116,097	$	288,827	$	118,714	$	626,351	99.18	%
Nonperforming		691		1,872		1,932		667		5,162	0.82	%
	$	103,404	$	117,969	$	290,759	$	119,381	$	631,513	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 troubled debt restructurings.

101

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

TDRs totaled $1.7 million and $6.5 million as of  December 31, 2019 and 2018, 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 years ended December 31, 2019 and 2018. The difference between the pre-modification recorded investment and the post-modification recorded investment would be any partial charge-offs at the time of restructuring. The specific allowance is as of December 31, 2019 and 2018, respectively. The following excludes any TDRs that were restructured and paid off or charged off in the same year.

	2019
		Pre-		Post-
		Modification		Modification
	Number of	Recorded		Recorded		Specific
ClassesofLoans/Leases	Loans / Leases	Investment		Investment		Allowance
	(dollars in thousands)
CONCESSION - Significant Payment Delay
C&I	3	$	112	$	112	$	—
Direct Financing Leases	10		388		388		35
	13	$	500	$	500	$	35
CONCESSION - Foregiveness of Principal
C&I	1	$	587	$	537	$	—
CONCESSION - Extension of Maturity
Installment and Other Consumer	1	$	56	$	56	$	54
TOTAL	15	$	1,143	$	1,093	$	89

	2018
		Pre-		Post-
		Modification		Modification
	Number of	Recorded		Recorded		Specific
Classes of Loans/Leases	Loans/Leases	Investment		Investment		Allowance
	(dollars in thousands)
CONCESSION - Significant Payment Delay
C&I	5	$	426	$	426	$	250
Other Non Owner-Occupied CRE	1		500		500		60
Residential Real Estate	1		46		46		—
Direct Financing Leases	3		75		75		—
	10	$	1,047	$	1,047	$	310
CONCESSION - Extension of Maturity
Other Non Owner-Occupied CRE	2	$	2,976	$	2,976	$	1,492
Residential Real Estate	2	$	100	$	100	$	8
	4	$	3,076	$	3,076	$	1,500
TOTAL	14	$	4,123	$	4,123	$	1,810

Of the TDRs reported above, three with a post-modification recorded investment totaling $121 thousand were on nonaccrual as of December 31, 2019 and three with a post-modification recorded investment totaling $796 thousand were on nonaccrual as of December 31, 2018.

For the year ended December 31, 2019, the Company had twoTDRs totaling $66 thousand that redefaulted within 12 months subsequent to restructure, where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status. For the year ended December 31, 2018, the Company had five TDRs totaling $399 thousand that redefaulted within 12 months subsequent to restructure, where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status.

Not included in the table above, the Company had one TDR that was restructured and charged off in 2019, totaling $52 thousand. There were 13 TDRs that were both restructured and charged off in 2018, totaling $896 thousand.

102

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 4. Loans/Leases Receivable (continued)

Loans are made in the normal course of business to directors, executive officers, and their related interests. The terms of these loans, including interest rates and collateral, are similar to those prevailing for comparable transactions with other persons. An analysis of the changes in the aggregate committed amount of loans greater than or equal to $60,000 during the years ended December 31, 2019, 2018, and 2017, is as follows:

	2019		2018		2017
	(dollars in thousands)
Balance, beginning	$	125,496	$	66,442	$	61,609
Net increase (decrease) due to change in related parties		(12,161)		41,797		11,927
Advances		98,708		43,453		13,091
Repayments		(99,213)		(26,196)		(20,185)
Balance, ending	$	112,830	$	125,496	$	66,442

The Company’s loan portfolio includes a geographic concentration in the Midwest. Additionally, the loan portfolio includes a concentration of loans in certain industries as of December 31, 2019 and 2018 as follows:

	2019				2018
			Percentage of				Percentage of
			Total				Total
Industry Name	Balance		Loans/Leases		Balance		Loans/Leases
	(dollars in thousands)
Lessors of Residential Buildings	$	745,770	22	%	$	594,346	16	%
Lessors of Non-Residential Buildings		574,058	17	%		632,534	17	%
Administration of Urban Planning & Community & Rural Development		133,157	4	%		111,579	3	%
Bank Holding Companies		92,185	3	%		75,601	2	%

Concentrations within the leasing portfolio are monitored by equipment type – none of which represent a concentration within the total loans/leases portfolio. Within the leasing portfolio, diversification is spread among construction, manufacturing and the service industries. Geographically, the lease portfolio is diversified across all 50 states. No individual state represents a concentration within the total loan/lease portfolio.

Note 5. Premises and Equipment

The following summarizes the components of premises and equipment as of December 31, 2019 and 2018:

	2019		2018
	(dollars in thousands)
Land	$	13,632	$	15,582
Buildings (useful lives 15 to 50 years)		66,070		64,299
Furniture and equipment (useful lives 3 to 10 years)		40,228		36,399
Premises and equipment		119,930		116,280
Less accumulated depreciation		46,071		40,698
Premises and equipment, net	$	73,859	$	75,582

103

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 5. Premises and Equipment (continued)

As a lessee, the Company has entered into operating leases for certain branch locations.  Total lease expenses were $732 thousand for the year ended December 31, 2019.

At December 31, 2019, the Company’s Right of Use “(ROU)” assets (included in other assets on the consolidated balance sheets) and operating lease liabilities (included in other liabilities on the consolidated balance sheets) were both $1.9 million. No new ROU assets were capitalized during the year ended December 31, 2019.

At December 31, 2019, the contractual maturities of operating lease liabilities were as follows:

	Amount
Year ending December 31:	(dollars in thousands)
2020		541
2021		327
2022		251
2023		200
2024		144
Thereafter		857
	$	2,320

As a lessor, the Company leases certain types of commercial vehicles and industrial equipment to its customers.  The Company recognized lease-related revenue, primarily interest income from direct financing leases of $6.1 million for the year ended December 31, 2019.  At December 31, 2019 the Company’s net investment in direct financing leases was $88.3 million.

As of December 31, 2019, the contractual maturities of sales-type and direct financing lease receivables were as follows:

	Amount
Year ending December 31:	(dollars in thousands)
2020		12,123
2021		18,464
2022		23,520
2023		22,845
2024		16,065
Thereafter		4,008
Total lease payments receivable	$	97,025
Unguaranteed residual values		547
Unearned lease/residual income		(9,703)
	$	87,869
Plus deferred origination costs, net of fees		1,892
	$	89,761
Less allowance		(1,464)
Total lease payments receivable	$	88,297

104

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The The

Note 6. Goodwill and Intangibles

The following table presents the changes in the carrying amount of goodwill for the years ended December 31, 2019, 2018 and 2017:

	2019		2018		2017
	(dollars in thousands)
Balance at the beginning of period	$	77,832	$	28,334	$	13,111
Goodwill from merger with Springfield Bancshares		—		45,975		—
Goodwill from acquisition of Bates Companies		—		3,766		—
Goodwill from acquisition of Guaranty Bank		—		—		15,223
Goodwill from acquisition of Guaranty Bank - measurement period adjustment		—		(243)		—
Goodwill from acquisition of Bates Companies - measurement period adjustment		(84)		—		—
Goodwill impairment - Bates Companies		(3,000)		—		—
Balance at the end of period	$	74,748	$	77,832	$	28,334

The following table presents the goodwill by reportable segment:

	December 31, 2019		December 31, 2018		December 31, 2017
	(dollars in thousands)
Commercial banking:
QCBT	$	3,223	$	3,223	$	3,223
CRBT		14,980		14,980		15,223
CSB		9,888		9,888		9,888
SFC Bank		45,975		45,975		—
Other, Parent Company Only		682		3,766		—
	$	74,748	$	77,832	$	28,334

As of November 30, 2019, the Company’s management performed an internal assessment of the goodwill for the Bates Companies reporting unit.  As the Bates Companies is located in Rockford, Illinois, the Company had intended to achieve synergies and cross-selling opportunities that significantly enhanced the value of the Bates Companies.  With the sale of the assets and liabilities of RB&T, which was the Company’s bank subsidiary located in Rockford, Illinois, the Company’s valuation analysis determined the value had declined and the goodwill was impaired.  Specifically, the Company determined a goodwill impairment charge of $3 million was required for the Bates Companies.  The Company used a combination of methods to determine the value and related goodwill impairment charge.  The methods included prices of comparable businesses as well as recent discussions with existing wealth management providers in the surrounding Rockford market. 

105

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 6. Goodwill and Intangibles (continued)

The following table presents the changes in core deposit intangibles (included in Intangibles on the consolidated balance sheets) during the years ended December 31, 2019, 2018 and 2017:

	2019		2018		2017
	(dollars in thousands)
Balance at the beginning of the period	$	15,595	$	9,079	$	7,381
Core deposit intangible from merger with Springfield Bancshares		—		8,208		—
Core deposit intangible from acquisition of Guaranty Bank		—		—		2,699
Amortization expense		(2,129)		(1,692)		(1,001)
Balance at the end of the period	$	13,466	$	15,595	$	9,079
Gross carrying amount	$	19,255	$	19,255	$	11,046
Accumulated amortization		(5,789)		(3,660)		(1,967)
Net book value	$	13,466	$	15,595	$	9,079

The following table presents the core deposit intangibles by reportable segment:

	December 31, 2019		December 31, 2018		December 31, 2017
	(dollars in thousands)
Commercial Banking:
CRBT	$	2,684	$	3,186	$	3,694
CSB		3,980		4,675		5,385
SFC Bank		6,802		7,734		—
	$	13,466	$	15,595	$	9,079

The following table presents the estimated amortization of the core deposit intangibles:

	Amount
Years ending December 31,	(dollars in thousands)
2020	$	2,085
2021		2,032
2022		1,971
2023		1,776
2024		1,623
Thereafter		3,979
	$	13,466

The following table presents the changes in customer list intangible (included in Intangibles on the consolidated balance sheets) during the years ended December 31, 2019 and 2018:

	2019		2018
	(dollars in thousands)
Balance at the beginning of period	$	1,855	$	—
Customer list intangible from acquisition of Bates Companies		—		1,855
Customer list intangible from acquisition of Bates Companies - measurement period adjustment		(214)		—
Amortization		(137)		—
Balance at the end of period		1,504		1,855

The customer list intangible relates to the Parent Company Only (“All Other”) reportable segment.

106

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 6. Goodwill and Intangibles (continued)

The following table presents the estimated amortization of the customer list intangible:

	Amount
Years ending December 31,	(dollars in thousands)
2020	$	109
2021		109
2022		109
2023		109
2024		109
Thereafter		959
	$	1,504

Note 7. Derivatives and Hedging Activities

The Company uses interest rate swap and cap instruments to manage interest rate risk related to the variability of interest payments due to changes in interest rates.

The Company entered into interest rate caps in December 2019 to hedge against the risk of rising interest rates on liabilities.  The liabilities consist of $375.0 million of deposits and the benchmark rates hedged vary at 1-month LIBOR, 3-month LIBOR and Prime. The Company entered into interest rate caps in June 2014 to hedge against the risk of rising interest rates on short-term liabilities.  The short-term liabilities consisted of $30.0 million of 1-month FHLB advances, and the benchmark rate hedged was 1-month LIBOR.  In 2019, short-term liabilities of $15 million matured, and the remaining short-term liabilities as well as caps were sold as part of the RB&T asset sale in the fourth quarter of 2019.  The interest rate caps are designated as cash flow hedges in accordance with ASC 815. An initial premium of $4.3 million was paid upfront for the caps executed in 2019. The details of the interest rate caps are as follows:

			Balance Sheet					Fair Value as of
Hedged Item	Effective Date	Maturity Date	Location	Notional Amount		Strike Rate		December 31, 2019		December 31, 2018
(dollars in thousands)
Deposits	1/1/2020	1/1/2023	Other Assets	$	25,000	1.75	%	$	112	$	-
Deposits	1/1/2020	1/1/2023	Other Assets		50,000	1.57			218		-
Deposits	1/1/2020	1/1/2023	Other Assets		25,000	1.90			96		-
Deposits	1/1/2020	1/1/2023	Other Assets		25,000	1.80			109		-
Deposits	1/1/2020	1/1/2024	Other Assets		25,000	1.75			214		-
Deposits	1/1/2020	1/1/2024	Other Assets		50,000	1.57			401		-
Deposits	2/1/2020	2/1/2024	Other Assets		25,000	1.90			202		-
Deposits	1/1/2020	1/1/2024	Other Assets		25,000	1.80			201		-
Deposits	1/1/2020	1/1/2025	Other Assets		25,000	1.75			337		-
Deposits	1/1/2020	1/1/2025	Other Assets		50,000	1.57			617		-
Deposits	3/1/2020	3/1/2025	Other Assets		25,000	1.90			332		-
Deposits	1/1/2020	1/1/2025	Other Assets		25,000	1.80			309		-
1-month FHLB Advance	6/3/2014	6/5/2019	Other Assets		15,000	N/A			-		117
1-month FHLB Advance	6/5/2014	6/5/2021	Other Assets		15,000	N/A			-		342
				$	405,000			$	3,148	$	459

107

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 7. Derivatives and Hedging Activities (continued)

In June 2018, the Company entered into interest rate swaps to hedge against the risk of rising rates on its variable rate trust preferred securities.  The variable rate trust preferred securities are tied to 3-month LIBOR, and the interest rate swaps utilize 3-month LIBOR, so the hedge is effective.  The interest rate swaps are designated as cash flow hedges in accordance with ASC 815.  The details of the interest rate swaps are as follows:

			Balance Sheet							Fair Value as of
Hedged Item	Effective Date	Maturity Date	Location	Notional Amount		Receive Rate		Pay Rate		December 31, 2019		December 31, 2018
(dollars in thousands)
QCR Holdings Statutory Trust II	9/30/2018	9/30/2028	Other Liabilities	$	10,000	4.79	%	5.85	%	$	(971)	$	(298)
QCR Holdings Statutory Trust III	9/30/2018	9/30/2028	Other Liabilities		8,000	4.79	%	5.85	%		(777)		(239)
QCR Holdings Statutory Trust V	7/7/2018	7/7/2028	Other Liabilities		10,000	3.54	%	4.54	%		(944)		(288)
Community National Statutory Trust II	9/20/2018	9/20/2028	Other Liabilities		3,000	4.08	%	5.17	%		(291)		(89)
Community National Statutory Trust III	9/15//2018	9/15/2028	Other Liabilities		3,500	3.64	%	4.75	%		(339)		(104)
Guaranty Bankshares Statutory Trust I	9/15/2018	9/15/2028	Other Liabilities		4,500	3.64	%	4.75	%		(436)		(133)
				$	39,000	4.18	%	5.24	%	$	(3,758)	$	(1,151)

Changes in the fair values of derivative financial instruments accounted for as cash flow hedges to the extent they are included in the assessment of effectiveness, are recorded as a component of AOCI. The following is a summary of how AOCI was impacted during the reporting periods:

	Year Ended
	December 31, 2019		December 31, 2018
	(dollars in thousands)
Unrealized loss at beginning of period, net of tax	$	(1,276)	$	(805)
Amount reclassified from accumulated other comprehensive income to noninterest expense related to hedge ineffectiveness		—		27
Amount reclassified from accumulated other comprehensive income to interest expense related to caplet amortization		422		575
Amount of loss recognized in other comprehensive income, net of tax		(3,061)		(1,073)
Unrealized loss at end of period, net of tax	$	(3,915)	$	(1,276)

The Company has also entered into interest rate swap contracts that are not designated as hedging instruments.  These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with a third party financial institution. Additionally, the Company receives an upfront fee from the counterparty, dependent upon the pricing that is recognized upon receipt from the counterparty. Because the Company acts as an intermediary for the customer, changes in the fair value of the underlying derivative contracts, for the most part, offset each other and do not significantly impact the Company’s results of operations.

The Company may be exposed to credit risk in the event of non-performance by the counterparties to its interest rate derivative agreements.  The Company assesses the credit risk of its financial institution counterparties by monitoring publicly available credit rating and financial information.  The Company manages dealer credit risk by entering into interest rate derivatives only with primary and highly rated counterparties, the use of ISDA master agreements, central clearing mechanisms and counterparty limits.  The agreements contain bilateral collateral arrangements with the amount of collateral to be posted generally governed by the settlement value of outstanding swaps.  The Company manages the risk of default by its borrower counterparties through its normal loan underwriting and credit monitoring policies and procedures.  The Company does not currently anticipate any losses from failure of interest rate derivative counterparties to honor their obligations.

Interest rate swaps that are not designated as hedging instruments are summarized as follows:

		December 31, 2019				December 31, 2018
	Notional Amount		Estimated Fair Value		Notional Amount		Estimated Fair Value
	(dollars in thousands)
Non-Hedging Interest Rate Derivatives Assets:
Interest rate swap contracts	$	787,221	$	84,679	$	445,022	$	22,196
Non-Hedging Interest Rate Derivatives Liabilities:
Interest rate swap contracts	$	787,221	$	84,679	$	445,022	$	22,196

108

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 7. Derivatives and Hedging Activities (continued)

Swap fee income totaled $28.3 million, $10.8 million and $3.1 million for the years ended December 31, 2019, 2018, and 2017, respectively.

The Company’s hedged interest rate swaps and non-hedged interest rate swaps are collateralized by investment securities with carrying values as follows:

	2019		2018
	(dollars in thousands)
U.S govt. sponsored agency securities	$	3,541	$	—
Municipal securities		22,924		—
Residential mortgage-backed and related securities		72,090		—
	$	98,555	$	—

In addition to the pledged investment securities, the Company collateralized the interest rate swaps with cash totaling $10.0 million and $18.5 million as of December 31, 2019 and 2018, respectively.

Note 8. Deposits

The aggregate amount of certificates of deposit, each with a minimum denomination of $250,000, was $448.6 million and $592.7 million as of December 31, 2019 and 2018, respectively.

As of December 31, 2019, the scheduled maturities of certificates of deposit were as follows:

Year ending December 31:	(dollars in thousands)
2020	$	523,631
2021		130,895
2022		50,299
2023		9,162
2024		12,269
Thereafter		69
	$	726,325

The Company has public entity interest-bearing demand deposits and certificates of deposit that are collateralized by investment securities with carrying values as follows:

	2019		2018
	(dollars in thousands)
U.S. govt. sponsored agency securities	$	6,135	$	980
Residential mortgage-backed and related securities		3,782		9,883
	$	9,917	$	10,863

The Company had a $47.4 million PUD LOC with the FHLB of Des Moines for the purpose of providing additional collateral on public deposits as of December 31, 2019. As of December 31, 2018, the Company had a $80.8 million PUD LOC with the FHLB of Des Moines and a $11.0 million PUD LOC with the FHLB of Chicago. There were no amounts outstanding under these letters of credit as of December 31, 2019 or 2018.

109

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Short-Term Borrowings

Short-term borrowings as of December 31, 2019 and 2018 are summarized as follows:

	2019		2018
	(dollars in thousands)
Overnight repurchase agreements with customers	$	2,193	$	2,084
Federal funds purchased		11,230		26,690
	$	13,423	$	28,774

The Company’s overnight repurchase agreements with customers are collateralized by investment securities with carrying values as follows:

	2019		2018
	(dollars in thousands)
U.S. govt. sponsored agency securities	$	1,964	$	3,662
Residential mortgage-backed and related securities		1,456		20,654
Total securities pledged to overnight customer repurchase agreements		3,420		24,316
Less: overcollateralized position		1,227		22,232
	$	2,193	$	2,084

Inherent in the overnight repurchase agreements is a risk that the fair value of the collateral pledged on the agreements could decline below the amount obligated under our customer repurchase agreements. The Company considers this risk minimal. The Company monitors balances daily to ensure that collateral is sufficient to meet obligations. Additionally, the Company maintains an overcollateralized position that is sufficient to cover any interest rate movements.

The securities underlying the agreements as of December 31, 2019 and 2018 were under the Company’s control in safekeeping at third-party financial institutions.

Information concerning overnight repurchase agreements with customers is summarized as follows as of December 31, 2019 and 2018:

	2019			2018
	(dollars in thousands)
Average daily balance during the period	$	4,231		$	7,831
Average daily interest rate during the period		0.73	%		0.38	%
Maximum month-end balance during the period	$	4,177		$	10,392
Weighted average rate as of end of period		1.00	%		0.90	%

110

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Short-Term Borrowings (continued)

Information concerning federal funds purchased is summarized as follows as of December 31, 2019 and 2018:

	2019			2018
	(dollars in thousands)
Average daily balance during the period	$	12,594		$	13,059
Average daily interest rate during the period		2.56	%		2.18	%
Maximum month-end balance during the period	$	17,010		$	32,330
Weighted average rate as of end of period		1.50	%		2.46	%

Note 10. FHLB Advances

The subsidiary banks are members of the FHLB of Des Moines. Maturity and interest rate information on advances from the FHLB as of December 31, 2019 and 2018 is as follows:

	December 31, 2019				December 31, 2018
			Weighted				Weighted
			Average				Average
			Interest Rate				Interest Rate
	Amount Due		at Year-End		Amount Due		at Year-End
	(dollars in thousands)
Maturity:
Year ending December 31:
2019	$	—	—	%	$	239,958	2.60	%
2020		110,900	1.73			11,484	1.74
2021		5,000	1.55			15,050	2.32
2022		23,400	1.73			—	—
2023		20,000	1.84			—	—
Total FHLB advances	$	159,300	1.74	%	$	266,492	2.55	%

The Company prepaid FHLB advances in 2019 using excess funds generated by strong deposit growth. The loss on the prepayment of the FHLB advances totaled $386 thousand.

Advances are collateralized by loans of $1.1 billion and $1.3 billion as of December 31, 2019 and 2018, respectively, in aggregate. On pledged loans, the FHLB applies varying collateral maintenance levels from 125% to 333% based on the loan type. Advances are also collateralized by securities of $1.4 million and $26.9 million as of December 31, 2019 and 2018, respectively, in aggregate. The Company continues to pledge loans under blanket liens to provide off balance sheet liquidity.

As of December 31, 2019 and included within the 2020 maturity grouping above are $109.3 million of short-term advances from the FHLB. These advances have maturities ranging from 1 day to 1 month. Short-term and overnight advances totaled $190.2 million as of December 31, 2018 and had maturities ranging from 1 day to 1 month.

As of December 31, 2019 and 2018, the subsidiary banks held $11.7 million and $15.7 million, respectively, of FHLB stock, which is included in restricted investment securities on the consolidated balance sheet.

111

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 11. Other Borrowings and Unused Lines of Credit

Other borrowings as of December 31, 2019 and 2018 are summarized as follows:

	2019		2018
	(dollars in thousands)
Wholesale structured repurchase agreements	$	—	$	35,000
Term notes		—		23,250
Revolving line of credit		—		9,000
	$	—	$	67,250

The Company prepaid two wholesale structured repurchase agreements in the second quarter of 2019 using excess funds generated by strong deposit growth.  The first wholesale structured repurchase agreement totaled $5.0 million and had an original maturity date of March 13, 2020 with a rate of 2.58%.  The second wholesalestructured

repurchase agreement totaled $20.0 million and had an original maturity of June 13, 2020 with a rate of 2.46%.  The loss on the prepayment of the wholesale structured repurchase agreements totaled $50 thousand. In addition, wholesale repurchase agreements totaling $10.0 million matured in the second quarter of 2019.  The wholesale structured repurchase agreements were utilized as an alternative funding source to FHLB advanes and customer deposits.  Wholesale structured repurchase agreements were collateralized by certain U.S. government agency securities and residential mortgage backed and related securities with carrying values as follows:

	2019		2018
	(dollars in thousands)
U.S. govt. sponsored agency securities	$	—	$	—
Residential mortgage-backed and related securities		—		38,870
Total securities pledged to wholesale customer repurchase agreements		—		38,870
Less: overcollateralized position		—		3,870
	$	—	$	35,000

The Company had two term notes totaling $23.3 million at December 31, 2018 with original maturity dates of December 31, 2021. Interest on the term notes were calculated at the effective LIBOR rate plus 3.00% per annum (5.52% at December 31, 2018). The collateral on both borrowings was the original stock certificates and stock powers of all bank subsidiaries. In February 2019, immediately following the subordinated note issuance, the Company repaid the term notes.

In the second quarter of 2019, the Company renewed its revolving line of credit.  At renewal, the line amount was increased from $10.0 million to $20.0 million for which there is no outstanding balance as of December 31, 2019. Interest on the revolving line of credit is calculated at the effective LIBOR rate plus 2.25% per annum (4.01% at December 31, 2019). The collateral on the revolving line of credit is 100% of the outstanding capital stock of the Compnay’s bank subsidiaries.

112

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 11. Other Borrowings and Unused Lines of Credit (continued)

Unused lines of credit of the subsidiary banks as of December 31, 2019 and 2018 are summarized as follows:

	2019		2018
	(dollars in thousands)
Secured	$	45,342	$	1,690
Unsecured		335,300		362,000
	$	380,642	$	363,690

The Company pledges select C&I and CRE loans to the Federal Reserve Bank of Chicago for borrowing as part of the Borrower-In-Custody program.

Note 12. Subordinated Notes

Subordinated notes as of December 31, 2019 and 2018 are summarized as follows:

		Amount Outstanding	Interest Rate			Amount Outstanding	Interest Rate
		as of December 31, 2019	as of December 31, 2019			as of December 31, 2018	as of December 31, 2018		Maturity Date
		(dollars in thousands)
Subordinated debenture dated 2/1/19	$	65,000	5.375	%	$	-	N/A	%	2/15/2029
Subordinated debenture dated 4/30/16		2,000	4.00	%		2,000	4.00	%	4/30/2026
Subordinated debenture dated 9/15/16		3,000	4.00	%		3,000	4.00	%	9/15/2026
Debt issuance costs		(1,606)				(218)
Total Subordinated Debentures	$	68,394			$	4,782

On February 12, 2019, the Company completed an underwritten public offering of $65.0 million in aggregate principal amount of fixed-to-floating subordinated notes that mature on February 15, 2029. Net proceeds, after deducting the underwriting discount and estimated expenses, were $63.4 million.  The subordinated notes, which qualify as Tier 2 captial for the Company, are at a fixed rate of 5.375% per year until but excluding February 15, 2024.  On this date, the interest will change to an annual floating rate equal to three-month LIBOR plus 282 basis points until the maturity date.  The interest on the subordinated notes are payable semi-annually, commencing on August 15, 2019 during the five year fixed term and therafter quarterly, commencing on February 15, 2024.    The subordinated notes have an optional redemption in whole or in part on any interest payment date on or after February 15, 2024.  The subordinated notes are subordinate in the right of payment to the Company’s senior indebtedness and the indebtedness and other liabilities of the subsidiary banks.  Unamortized debt issuance costs related to the subordinated notes totaled $1.6 million at December 31, 2019.

Immediately following the issuance, the Company repaid term notes totaling $21.3 million and the outstanding balance of $9.0 million on its revolving line of credit.  The Company intends to use the remaining net proceeds from this offering for general corporate purposes, including the pursuit of opportunistic acquisitions of similar or complementary financial service organizations, repaying indebtedness, financing investments and capital expeditures, repurchasing shares of the Company’s common stock, investing in the subsidiary banks or other strategic opportunities that may arise in the future.

As part of the merger with Springfield Bancshares, the Company assumed two subordinated debentures with a fair value of $4.8 million.  The interest rate on the subordinated debentures is fixed for the first five years of the term and then converts to floating for the remaining term, at a rate of Prime floating daily.  The debentures may be called after a minimum of five years following issuance and at the prior approval of the appropriate regulatory agencies. These subordinated debentures are unsecured.

113

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 13. Junior Subordinated Debentures

Junior subordinated debentures are summarized as of December 31, 2019 and 2018 as follows:

	2019		2018
	(dollars in thousands)
Note Payable to QCR Holdings Capital Trust II	$	10,310	$	10,310
Note Payable to QCR Holdings Capital Trust III		8,248		8,248
Note Payable to QCR Holdings Capital Trust V		10,310		10,310
Note Payable to Community National Trust II		3,093		3,093
Note Payable to Community National Trust III		3,609		3,609
Note Payable to Guaranty Bankshares Statutory Trust I*		4,640		4,640
Market Value Discount per ASC 805**		(2,372)		(2,540)
	$	37,838	$	37,670

*     As part of the acquisition of Guaranty Bank, the Company assumed one junior subordinated debenture with a fair value of $3.9 million.

**   Market value discount includes discount on junior subordinated debt acquired in 2013 as part of the purchase of Community National and junior subordinated debt acquired in 2017 as part of the purchase of Guaranty Bank.

A schedule of the Company’s non-consolidated subsidiaries formed for the issuance of trust preferred securities, including the amounts outstanding as of December 31, 2019 and 2018, is as follows:

		Amount		Amount
		Outstanding		Outstanding
		December 31,		December 31,			Interest Rate as of		Interest Rate as of
Name	Date Issued	2019		2018		Interest Rate	December 31, 2019		December 31, 2018
		(dollars in thousands)
QCR Holdings Statutory Trust II*	February 2004	$	10,310	$	10,310	2.85% over 3-month LIBOR	4.79	%	5.65	%
QCR Holdings Statutory Trust III	February 2004		8,248		8,248	2.85% over 3-month LIBOR	4.79	%	5.65	%
QCR Holdings Statutory Trust V	February 2006		10,310		10,310	1.55% over 3-month LIBOR	3.54	%	3.99	%
Community National Statutory Trust II	September 2004		3,093		3,093	2.17% over 3-month LIBOR	4.08	%	4.96	%
Community National Statutory Trust III	March 2007		3,609		3,609	1.75% over 3-month LIBOR	3.64	%	4.54	%
Guaranty Bankshares Statutory Trust I	May 2005		4,640		4,640	1.75% over 3-month LIBOR	3.64	%	4.54	%
		$	40,210	$	40,210	Weighted Average Rate	4.18	%	4.94	%

*    Original amount issued for QCR Holdings Statutory Trust II was $12,372,000.

Securities issued by all of the trusts listed above mature 30 years from the date of issuance, but all are currently callable at par at any time. Interest rate reset dates vary by Trust.

The Company uses interest rate swaps for the purpose of hedging interest rate risk on the variable rate junior subordinated debt.  See Note 7 to the Consolidated Financial Statements for the details of these instruments.

Note 14. Federal and State Income Taxes

Federal and state income tax expense was comprised of the following components for the years ended December 31, 2019, 2018, and 2017:

	2019		2018		2017
	(dollars in thousands)
Current	$	8,255	$	2,723	$	10,976
Deferred		6,364		6,292		(6,030)
	$	14,619	$	9,015	$	4,946

114

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

A reconciliation of the expected federal income tax expense to the income tax expense included in the consolidated statements of income was as follows for the years ended December 31, 2019, 2018, and 2017:

	Year Ended December 31,
	2019				2018				2017
			% of				% of				% of
			Pretax				Pretax				Pretax
	Amount		Income		Amount		Income		Amount		Income
	(dollars in thousands)
Computed "expected" tax expense	$	15,126	21.0	%	$	10,948	21.0	%	$	14,229	35	%
Tax exempt income, net		(4,470)	(6.2)			(3,958)	(7.6)			(5,654)	(13.9)
Bank-owned life insurance		(360)	(0.5)			(343)	(0.6)			(631)	(1.5)
State income taxes, net of federal benefit, current year		3,668	5.1			2,681	5.2			1,765	4.3
Change in unrecognized tax benefits		(93)	(0.1)			(45)	(0.1)			(54)	(0.1)
Goodwill impairment		630	0.9			—	—			—	—
Intended liquidation of bank-owned life insurance		790	1.1			—	—			—	—
Tax credits		(705)	(1.0)			(154)	(0.3)			(341)	(0.8)
Acquisition costs		—	—			227	0.4			—	—
Excess tax benefit on stock options exercised and restricted stock awards vested		(287)	(0.4)			(425)	(0.8)			(1,220)	(3.0)
Re-measurement of deferred tax asset to incorporate newly enacted tax rates		—	—			—	—			(2,919)	(7.2)
Other		320	0.4			84	0.1			(229)	(0.6)
Federal and state income tax expense	$	14,619	20.3	%	$	9,015	17.3	%	$	4,946	12.2	%

Changes in the unrecognized tax benefits included in other liabilities are as follows for the years ended December 31, 2019 and 2018:

	2019		2018
	(dollars in thousands)
Balance, beginning	$	1,249	$	1,293
Impact of tax positions taken during current year		375		287
Gross increase (decrease) related to tax positions of prior years		44		(178)
Reduction as a result of a lapse of the applicable statute of limitations		(414)		(153)
Balance, ending	$	1,254	$	1,249

Included in the unrecognized tax benefits liability at December 31, 2019 are potential benefits of approximately $1.1 million that, if recognized, would affect the effective tax rate.

The liability for unrecognized tax benefits includes accrued interest for tax positions, which either do not meet the more-likely-than-not recognition threshold or where the tax benefit is measured at an amount less than the tax benefit claimed or expected to be claimed on an income tax return. At December 31, 2019 and 2018, accrued interest on uncertain tax positions was approximately $232 thousand and $205 thousand, respectively. Estimated interest related to the underpayment of income taxes is classified as a component of “income tax expense” in the statements of income.

The Company’s federal income tax returns are open and subject to examination from the 2016 tax return year and later. Various state franchise and income tax returns are generally open from the 2015 and later tax return years based on individual state statutes of limitations.

115

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 14. Federal and State Income Taxes (continued)

The net deferred tax liabilities consisted of the following as of December 31, 2019 and 2018:

	2019		2018
	(dollars in thousands)
Deferred tax assets:
Alternative minimum tax credits	$	—	$	2,911
Historic tax credits		68		1,937
Net unrealized losses on securities available for sale and derivative instruments		126		1,687
Compensation		8,433		6,772
Loan/lease losses		11,332		9,549
Net operating loss carryforwards, federal and state		739		849
Other		605		53
		21,303		23,758
Deferred tax liabilities:
Premises and equipment		4,616		2,717
Equipment financing leases		16,252		18,329
Acquisition fair value adjustments		3,963		2,739
Intended liquidation of bank-owned life insurance		850		—
Gain on sale of assets and liabilities of subsidiary		794		—
Investment accretion		28		31
Deferred loan origination fees, net		704		482
Other		832		424
		28,039		24,722
Net deferred tax liabilities	$	(6,736)	$	(964)

At December 31, 2019, the Company had $3.5 million of federal tax net operating loss carryforwards which are set to expire in varying amounts between 2029 and 2033. At December 31, 2019, the Company had $2.1 million of state tax net operating loss carryforwards which are set to expire in varying amounts between 2023 and 2028. All of the federal tax net operating loss carryforwards and the state tax net operating loss carryforwards were acquired from Community National and CNB.

The change in deferred income taxes was reflected in the Consolidated Financial Statements as follows for the years ended December 31, 2019, 2018, and 2017:

	2019		2018		2017
	(dollars in thousands)
Provision for income taxes	$	6,364	$	6,292	$	(6,030)
Net deferred tax asset resulting from market value adjustments of acquisitions		(381)		(52)		243
Net deferred tax liabilities resulting from sale of bank subsidiary		(1,644)		—		—
Re-measurement of deferred tax asset to incorporate newly enacted tax rates		—		—		2,919
Statement of stockholders' equity- Other comprehensive income (loss)		1,433		(1,000)		668
	$	5,772	$	5,240	$	(2,200)

The Tax Act was enacted on December 22, 2017 and reduces the federal corporate tax rate from 35% to 21%. As a result, the Company revalued the deferred tax assets and liabilities to reflect the lower federal corporate tax rate, which resulted in the Company recognizing a benefit of $2.9 million in the fourth quarter of 2017. Additionally, while the Tax Act eliminated the corporate alternative minimum tax, it did preserve the alternative minimum tax credit and the usability.

116

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 15. Employee Benefit Plans

The Company has a profit sharing plan which includes a provision designed to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended, to allow for participant contributions. Substantially all employees who are at least 18 years of age are eligible to participate in the plan. The Company matches 100% of the first 3% of employee contributions, and 50% of the next 3% of employee contributions, up to a maximum amount of 4.5% of an employee’s compensation. Additionally, at its discretion, the Company may make additional contributions to the plan which are allocated to the accounts of participants in the plan based on relative compensation. There were no discretionary contributions for the years ended December 31, 2019, 2018 and 2017. Company matching contributions for the years ended December 31, 2019, 2018, and 2017 were as follows:

	2019		2018		2017
	(dollars in thousands)
Matching contribution	$	2,443	$	2,000	$	1,663

The Company has entered into nonqualified supplemental executive retirement plans (SERPs) with certain executive officers. The SERPs allow certain executives to accumulate retirement benefits beyond those provided by the qualified retirement plan. Changes in the liability related to the SERPs, included in other liabilities, are as follows for the years ended December 31, 2019, 2018 and 2017:

	2019		2018		2017
	(dollars in thousands)
Balance, beginning	$	4,623	$	4,330	$	4,093
Expense accrued		701		457		401
Cash payments made		(164)		(164)		(164)
Balance, ending	$	5,160	$	4,623	$	4,330

The Company has entered into deferred compensation agreements with certain executive officers. Under the provisions of the agreements, the officers may defer compensation and the Company matches the deferral up to certain maximums. The Company’s matching contribution varies by officer and is a maximum of between $8 thousand and $25 thousand annually as set forth in each officer’s participation agreement. Interest on the deferred amounts is earned at The Wall Street Journal’s prime rate subject to a minimum of 4% and a maximum of 12% with such limits differing by officer. The Company has also entered into deferred compensation agreements with certain other officers. Under the provisions of the agreements, the officers may defer compensation and the Company matches the deferral up to certain maximums. The Company’s matching contribution differs by officer and is a maximum between 4% and 10% of the officer’s compensation. Interest on the deferred amounts is earned at The Wall Street Journal’s prime rate plus one percentage point, and has a minimum of 4% and shall not exceed 8%.

Upon retirement, the officer will receive the deferral balance in 180 equal monthly installments. As of December 31, 2019 and 2018, the liability related to the agreements totaled $19.5 million and $15.0 million, respectively.

117

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 15. Employee Benefit Plans (continued)

Changes in the deferred compensation agreements, included in other liabilities, are as follows for the years ended December 31, 2019, 2018, and 2017:

	2019		2018		2017
	(dollars in thousands)
Balance, beginning	$	15,029	$	12,347	$	10,455
Employee deferrals		2,474		1,407		933
Company match and interest		2,072		1,367		1,025
Cash payments made		(101)		(92)		(66)
Balance, ending	$	19,474	$	15,029	$	12,347

Note 16. Stock-Based Compensation

The Company’s Board of Directors adopted in January 2008, and the stockholders approved in May 2008, the QCR Holdings, Inc. 2008 Equity Incentive Plan (“2008 Equity Incentive Plan”). The Company’s Board of Directors adopted in February 2010, and the stockholders approved in May 2010, the QCR Holdings, Inc. 2010 Equity Incentive Plan (“2010 Equity Incentive Plan”). The Company’s Board of Directors adopted in February 2013, and the stockholders approved in May 2013, the QCR Holdings, Inc. 2013 Equity Incentive Plan (“2013 Equity Incentive Plan”). The Company’s Board of Directors adopted in February 2016, and the stockholders approved in May 2016, the QCR Holdings, Inc. 2016 Equity Incentive Plan (“2016 Equity Incentive Plan”). Up to 250,000, 350,000, 350,000, and 400,000 shares of common stock, respectively, may be issued to employees and directors of the Company and its subsidiaries pursuant to equity incentive awards granted under these plans.

The 2008 Equity Incentive Plan, the 2010 Equity Incentive Plan, the 2013 Equity Incentive Plan, and the 2016 Equity Incentive Plan (collectively, the “Equity Plans”) are administered by the Compensation Committee of the Board of Directors (the “Committee”). As of December 31, 2019, there were 219,305 remaining shares of common stock available for the grant of future awards under the Equity Plans; however, such future awards may be granted only under the 2016 Equity Incentive Plan.

The number and exercise price of options granted under the Equity Plans are determined by the Committee at the time the option is granted. In no event can the exercise price be less than the value of the common stock at the date of the grant for stock options. All options have a 10‑year life and will vest and become exercisable from 3‑to‑7 years after the date of the grant.

Stock-based compensation expense was reflected in the Consolidated Financial Statements as follows for the years ended December 31, 2019, 2018, and 2017.

	2019		2018		2017
	(dollars in thousands)
Stock options	$	475	$	472	$	554
Restricted stock awards		1,850		857		553
Stock purchase plan		144		114		80
	$	2,469	$	1,443	$	1,187

118

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 16. Stock-Based Compensastion (continued)

Stock options:

A summary of the stock option plans as of December 31, 2019, 2018, and 2017 and changes during the years then ended is presented below:

	December 31,
	2019				2018				2017
			Weighted				Weighted				Weighted
			Average				Average				Average
			Exercise				Exercise				Exercise
	Shares		Price		Shares		Price		Shares		Price
Outstanding, beginning		469,572	$	18.52		513,554	$	17.13		587,961	$	14.83
Granted		20,200		36.00		16,315		44.02		43,250		43.86
Exercised		(59,393)		12.11		(60,127)		13.56		(114,100)		15.12
Forfeited		(3,466)		31.59		(170)		16.81		(3,557)		26.74
Outstanding, ending		426,913		20.14		469,572		18.52		513,554		17.13
Exercisable, ending		365,084				358,270				354,269
Weighted average fair value per option granted	$	11.29			$	14.68			$	14.75

A further summary of options outstanding as of December 31, 2019 is presented below:

	Options Outstanding
		Weighted			Options Exercisable
		Average	Weighted			Weighted
		Remaining	Average			Average
Range of	Number	Contractual	Exercise		Number	Exercise
Exercise Prices	Outstanding	Life	Price		Exercisable	Price
$7.99 to $8.93	18,405	1.11	$	8.10	18,405	$	8.10
$9.00 to $9.30	88,490	1.47		9.21	88,490		9.21
$15.50 to $15.65	67,541	3.24		15.64	66,741		15.64
$17.10 to $18.00	115,645	4.56		17.31	114,633		17.30
$21.71 to $22.64	59,905	6.08		22.63	46,309		22.63
$36.00 to $48.50	76,927	7.91		41.84	30,506		43.73
	426,913				365,084

Restricted stock awards:

A summary of changes in the Company’s nonvested restricted stock, restricted stock unit and performance stock unit awards as of December 31, 2019, 2018 and 2017 is presented below:

	December 31,
	2019		2018		2017
Outstanding, beginning		64,099		46,389		39,438
Granted*		85,961		37,315		28,289
Released		(37,624)		(19,605)		(21,338)
Forfeited		(5,610)		—		—
Outstanding, ending		106,826		64,099		46,389
Weighted average fair value per share granted	$	20.14	$	43.50	$	44.44

*  At December 31, 2019, includes 18,634 shares of restricted stock, 49,269 restricted stock units and 18,058 performance share units.

   At December 31, 2018, includes 22,660 shares of restricted stock and 14,655 restricted stock units.

At December 31, 2017, includes 28,289 shares of restricted stock.

119

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 16. Stock-Based Compensation (continued)

The total grant value of restricted stock and restricted stock unit awards that were released during the years ended December 31, 2019, 2018 and 2017 was $1.3 million, $622 thousand and $509 thousand, respectively.

Stock purchase plan:

The Company’s Board of Directors and its stockholders adopted in October 2002 the QCR Holdings, Inc. Employee Stock Purchase Plan (the “Purchase Plan”). On May 2, 2012, the Company’s stockholders approved a complete amendment and restatement of the Purchase Plan. As of January 1, 2019, there were 128,320 shares of common stock available for issuance under the Purchase Plan. For each six-month offering period, the Board of Directors will determine how many of the total number of available shares will be offered. The purchase price is the lesser of 85% of the fair market value at the date of the grant or the investment date. The investment date, as established by the Board of Directors, is the date common stock is purchased after the end of each calendar quarter during an offering period. The maximum dollar amount any one participant can elect to contribute in an offering period is $10 thousand. Additionally, the maximum percentage that any one participant can elect to contribute is 15% of his or her compensation for the year ended December 31, 2019.  The maximum percentage that any one participant could elect to contributes was 10% of his or her compensation for the years ended December 31, 2018 and 2017. Information for the stock purchase plan for the years ended December 31, 2019, 2018, and 2017 is presented below:

	2019		2018		2017
Shares granted		29,882		17,305		12,414
Shares purchased		28,775		15,528		13,318
Weighted average fair value per share granted	$	4.81	$	6.63	$	6.42

Note 17. Regulatory Capital Requirements and Restrictions on Dividends

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 December 31, 2019 and 2018, 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 December 31, 2019 and 2018 are also presented in the following table (dollars in thousands). As of December 31, 2019 and 2018, the subsidiary banks met the requirements to be “well capitalized”.

120

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 17. Regulatory Capital Requirements and Restrictions on Dividends (continued)

										For Capital					To Be Well
										Adequacy Purposes					Capitalized Under
					For Capital					With Capital					Prompt Corrective
	Actual				Adequacy Purposes					Conservation Buffer*					Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2019:
Company:
Total risk-based capital	$	581,234	13.33	%	$	348,937	>	8.00	%	$	457,980	>	10.50	%	$	436,171	>	10.00	%
Tier 1 risk-based capital		481,702	11.04			261,703	>	6.00			370,746	>	8.50			348,937	>	8.00
Tier 1 leverage		481,702	9.53			202,207	>	4.00			202,207	>	4.00			252,758	>	5.00
Common equity Tier 1		443,864	10.18			196,277	>	4.50			305,320	>	7.00			283,511	>	6.50
Quad City Bank & Trust:
Total risk-based capital	$	183,855	11.83	%	$	124,362	>	8.00	%	$	163,225	>	10.50	%	$	155,452	>	10.00	%
Tier 1 risk-based capital		170,137	10.94			93,271	>	6.00			132,134	>	8.50			124,362	>	8.00
Tier 1 leverage		170,137	9.94			68,479	>	4.00			68,479	>	4.00			85,598	>	5.00
Common equity Tier 1		170,137	10.94			69,953	>	4.50			108,817	>	7.00			101,044	>	6.50
Cedar Rapids Bank & Trust:
Total risk-based capital	$	175,498	11.90	%	$	117,953	>	8.00	%	$	154,813	>	10.50	%	$	147,441	>	10.00	%
Tier 1 risk-based capital		162,127	11.00			88,465	>	6.00			125,325	>	8.50			117,953	>	8.00
Tier 1 leverage		162,127	10.41			62,286	>	4.00			62,286	>	4.00			77,857	>	5.00
Common equity Tier 1		162,127	11.00			66,349	>	4.50			103,209	>	7.00			95,837	>	6.50
Community State Bank:
Total risk-based capital	$	92,095	12.32	%	$	59,813	>	8.00	%	$	78,504	>	10.50	%	$	74,766	>	10.00	%
Tier 1 risk-based capital		85,437	11.43			44,860	>	6.00			63,551	>	8.50			59,813	>	8.00
Tier 1 leverage		85,437	10.39			32,902	>	4.00			32,902	>	4.00			41,128	>	5.00
Common equity Tier 1		85,437	11.43			33,645	>	4.50			52,336	>	7.00			48,598	>	6.50
Springfield First Community Bank:
Total risk-based capital	$	71,074	12.72	%	$	44,704	>	8.00	%	$	58,674	>	10.50	%	$	55,880	>	10.00	%
Tier 1 risk-based capital		63,956	11.45			33,528	>	6.00			47,498	>	8.50			44,704	>	8.00
Tier 1 leverage		63,956	9.70			26,379	>	4.00			26,379	>	4.00			32,974	>	5.00
Common equity Tier 1		63,956	11.45			25,146	>	4.50			39,116	>	7.00			36,322	>	6.50

										For Capital					To Be Well
										Adequacy Purposes					Capitalized Under
					For Capital					With Capital					Prompt Corrective
	Actual				Adequacy Purposes					Conservation Buffer					Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2018:
Company:
Total risk-based capital	$	460,416	10.69	%	$	344,551	>	8.00	%	$	425,305	>	9.875	%	$	430,689	>	10.00	%
Tier 1 risk-based capital		420,569	9.77			258,413	>	6.00			339,168	>	7.875			344,551	>	8.00
Tier 1 leverage		420,569	8.87			189,858	>	4.00			189,858	>	4.000			237,322	>	5.00
Common equity Tier 1		382,899	8.89			193,810	>	4.50			274,564	>	6.375			279,948	>	6.50
Quad City Bank & Trust:
Total risk-based capital	$	162,009	11.38	%	$	113,900	>	8.00	%	$	140,596	>	9.875	%	$	142,376	>	10.00	%
Tier 1 risk-based capital		148,529	10.43			85,425	>	6.00			112,121	>	7.875			113,900	>	8.00
Tier 1 leverage		148,529	9.04			65,744	>	4.00			65,744	>	4.000			82,180	>	5.00
Common equity Tier 1		148,529	10.43			64,069	>	4.50			90,764	>	6.375			92,544	>	6.50
Cedar Rapids Bank & Trust:
Total risk-based capital	$	146,292	11.55	%	$	101,310	>	8.00	%	$	125,054	>	9.875	%	$	126,637	>	10.00	%
Tier 1 risk-based capital		133,982	10.58			75,982	>	6.00			99,727	>	7.875			101,310	>	8.00
Tier 1 leverage		133,982	9.98			53,682	>	4.00			53,682	>	4.000			67,103	>	5.00
Common equity Tier 1		133,982	10.58			56,987	>	4.50			80,731	>	6.375			82,314	>	6.50
Community State Bank:
Total risk-based capital	$	75,233	11.24	%	$	53,567	>	8.00	%	$	66,122	>	9.875	%	$	66,959	>	10.00	%
Tier 1 risk-based capital		69,101	10.32			40,175	>	6.00			52,730	>	7.875			53,567	>	8.00
Tier 1 leverage		69,101	9.19			30,070	>	4.00			30,070	>	4.000			37,588	>	5.00
Common equity Tier 1		69,101	10.32			30,131	>	4.50			42,686	>	6.375			43,523	>	6.50
Springfield First Community Bank:
Total risk-based capital	$	57,051	12.24	%	$	37,278	>	8.00	%	$	46,016	>	9.875	%	$	46,598	>	10.00	%
Tier 1 risk-based capital		51,279	11.00			27,959	>	6.00			36,696	>	7.875			37,278	>	8.00
Tier 1 leverage		51,279	9.39			21,849	>	4.00			21,849	>	4.000			27,312	>	5.00
Common equity Tier 1		51,279	11.00			20,969	>	4.50			29,706	>	6.375			30,289	>	6.50
Rockford Bank & Trust
Total risk-based capital	$	50,648	10.89	%	$	37,208	>	8.00	%	$	45,929	>	9.875	%	$	46,511	>	10.00	%
Tier 1 risk-based capital		44,821	9.64			27,906	>	6.00			36,627	>	7.875			37,208	>	8.00
Tier 1 leverage		44,821	8.93			20,081	>	4.00			20,081	>	4.000			25,101	>	5.00
Common equity Tier 1		44,821	9.64			20,930	>	4.50			29,650	>	6.375			30,232	>	6.50

*   December 31, 2019 minimums reflect the fully phased-in ratios (including the capital conservation buffer).

121

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 17. Regulatory Capital Requirements and Restrictions on Dividends (continued)

The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies.

The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. Notwithstanding the availability of funds for dividends, however, the Federal Reserve may prohibit the payment of any dividends by the subsidiary banks if the Federal Reserve determines such payment would constitute an unsafe or unsound practice.

The Company also has certain contractual restrictions on its ability to pay dividends. The Company has issued junior subordinated debentures in four private placements and assumed three issues of junior subordinated debentures in connection with the acquisitions. Under the terms of the debentures, the Company may be prohibited, under certain circumstances, from paying dividends on shares of its common stock. These circumstances did not exist at December 31, 2019 or 2018.

In February 2019, the Company completed a subordinated notes offering.  See Note 12 of the Consolidated Financial Statements for further information on this subordinated notes offering.

On February 18, 2020, the Company announced a share repurchase program, permitting the repurchase of up to 800,000 shares of its outstanding common stock, or approximately 5% of the outstanding shares as of December 31, 2019.  The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rules 10b5-1 and 10b-18 of the SEC.  The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requiremets and other factors.  The repurchase program does not obligate the Company to purchase any particular number of shares.

Note 18. Earnings per Share

The following information was used in the computation of basic and diluted EPS for the years ended December 31, 2019, 2018, and 2017:

	2019		2018		2017
	(dollars in thousands, except per share data)
Net income	$	57,408	$	43,120	$	35,707
Basic EPS	$	3.65	$	2.92	$	2.68
Diluted EPS	$	3.60	$	2.86	$	2.61
Weighted average common shares outstanding*		15,730,016		14,768,687		13,325,128
Weighted average common shares issuable upon exercise of stock options
and under the employee stock purchase plan		237,759		296,043		355,344
Weighted average common and common equivalent shares outstanding**		15,967,775		15,064,730		13,680,472

*   The increase in weighted average common shares outstanding from 2017 to 2018 and 2019 was primarily due to the common stock

     issuances that occurred in conjunction with the Springfield Bancshares merger and Guaranty Bank acquisition.

                 **  Excludes anti-dilutive shares of 80,437, 91,954 and 49,919  at December 31, 2019, 2018 and 2017, respectively.

122

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 19. Commitments and Contingencies

In the normal course of business, the subsidiary banks make various commitments and incur certain contingent liabilities that are not presented in the accompanying Consolidated Financial Statements. The commitments and contingent liabilities include various guarantees, commitments to extend credit, and standby letters of credit.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The subsidiary banks evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the subsidiary banks upon extension of credit, is based upon management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, marketable securities, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the subsidiary banks to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The subsidiary banks hold collateral, as described above, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the subsidiary banks would be required to fund the commitments. The maximum potential amount of future payments the subsidiary banks could be required to make is represented by the contractual amount. If the commitment is funded, the subsidiary banks would be entitled to seek recovery from the customer. At December 31, 2019 and 2018, no amounts had been recorded as liabilities for the subsidiary banks’ potential obligations under these guarantees.

As of December 31, 2019 and 2018, commitments to extend credit aggregated $1.2 billion. As of December 31, 2019 and 2018, standby letters of credit aggregated $23.8 million and $20.3 million, respectively. Management does not expect that all of these commitments will be funded.

The Company has also executed contracts for the sale of mortgage loans in the secondary market in the amount of $3.7 million and $1.3 million as of December 31, 2019 and 2018, respectively. These amounts are included in loans held for sale at the respective balance sheet dates.

Residential mortgage loans sold to investors in the secondary market are sold with varying recourse provisions. Essentially, all loan sales agreements require the repurchase of a mortgage loan by the seller in situations such as breach of representation, warranty, or covenant, untimely document delivery, false or misleading statements, failure to obtain certain certificates of insurance, unmarketability, etc. Certain loan sales agreements contain repurchase requirements based on payment-related defects that are defined in terms of the number of days/months since the purchase, the sequence number of the payment, and/or the number of days of payment delinquency. Based on the specific terms stated in the agreements of investors purchasing residential mortgage loans from the Company’s subsidiary banks, the Company had $24.5 million and $12.4 million of sold residential mortgage loans with recourse provisions still in effect at December 31, 2019 and 2018, respectively. The subsidiary banks did not repurchase any loans from secondary market investors under the terms of loans sales agreements during the years ended December 31, 2019, 2018, and 2017. In the opinion of management, the risk of recourse and the subsequent requirement of loan repurchase to the subsidiary banks is not significant, and accordingly no liabilities have been established related to such.

123

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 19. Commitments and Contingencies (continued)

Aside from cash on-hand and in-vault, the majority of the Company’s cash is maintained at upstream correspondent banks. The total amount of cash on deposit, certificates of deposit, and federal funds sold exceeded federal insured limits by approximately $34.6 million and $52.6 million as of December 31, 2019 and 2018, respectively. In the opinion of management, no material risk of loss exists due to the financial condition of the upstream correspondent banks.

Note 20. Quarterly Results of Operations (Unaudited)

	Year Ended December 31, 2019
	March		June		September		December
	2019		2019		2019		2019
	(dollars in thousands)
Total interest income	$	52,101	$	54,181	$	56,817	$	52,977
Total interest expense		15,193		16,168		16,098		13,058
Net interest income		36,908		38,013		40,719		39,919
Provision for loan/lease losses		2,134		1,941		2,012		979
Noninterest income		11,992		17,065		19,906		29,805
Noninterest expense		32,435		36,560		39,945		46,294
Income before taxes		14,331		16,577		18,668		22,451
Federal and state income tax expense (benefit)		1,413		3,073		3,573		6,560
Net income	$	12,918	$	13,504	$	15,095	$	15,891
EPS:
Basic	$	0.82	$	0.86	$	0.96	$	1.01
Diluted	$	0.81	$	0.85	$	0.94	$	0.99

	Year Ended December 31, 2018
	March		June		September		December
	2018		2018		2018		2018
	(dollars in thousands)
Total interest income	$	39,546	$	40,799	$	49,830	$	52,704
Total interest expense		7,143		8,714		11,516		13,109
Net interest income		32,403		32,085		38,314		39,595
Provision for loan/lease losses		2,540		2,301		6,206		1,612
Noninterest income		8,541		8,912		8,809		15,278
Noninterest expense		25,863		26,370		30,500		36,410
Income before taxes		12,541		12,326		10,417		16,851
Federal and state income tax expense		1,991		1,881		1,608		3,535
Net income	$	10,550	$	10,445	$	8,809	$	13,316
EPS:
Basic	$	0.76	$	0.75	$	0.56	$	0.85
Diluted	$	0.74	$	0.73	$	0.55	$	0.84

124

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 21. Parent Company Only Financial Statements

The following is condensed financial information of QCR Holdings, Inc. (parent company only):

Condensed Balance Sheets
December 31, 2019 and 2018

	2019		2018
	(dollars in thousands)
Assets
Cash and due from banks	$	59,529	$	6,606
Interest-bearing deposits at financial institutions		5,601		1,001
Investment in bank subsidiaries		570,698		532,164
Investment in nonbank subsidiaries		13,239		4,880
Premises and equipment, net		9,424		6,956
Goodwill		682		3,766
Intangibles		1,503		1,855
Other assets		15,150		14,794
Total assets	$	675,826	$	572,022
Liabilities and Stockholders' Equity
Liabilities:
Other borrowings	$	—	$	32,250
Subordinated notes		63,531		—
Junior subordinated debentures		37,838		37,670
Other liabilities		39,106		28,964
Total liabilities		140,475		98,884
Stockholders' Equity:
Common stock		15,828		15,718
Additional paid-in capital		274,785		270,761
Retained earnings		245,836		192,203
Accumulated other comprehensive loss		(1,098)		(5,544)
Total stockholders' equity		535,351		473,138
Total liabilities and stockholders' equity	$	675,826	$	572,022

125

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 21. Parent Company Only Financial Statements (continued)

Condensed Statements of Income
Years Ended December 31, 2019, 2018, and 2017

	2019		2018		2017
	(dollars in thousands)
Total interest income	$	77	$	88	$	13
Equity in net income of bank subsidiaries		69,966		55,209		45,104
Equity in net income of nonbank subsidiaries		6,797		(436)		75
Securities gains		—		—		6
Other		314		(322)		3
Total income		77,154		54,539		45,201
Interest expense		5,836		3,637		2,658
Salaries and employee benefits		8,739		6,598		5,022
Professional fees		1,545		1,872		1,345
Acquisition costs		—		1,654		1,069
Post-acquisition compensation, transition and integration costs		3,171		165		3,151
Disposition costs		1,606		—		—
Goodwill impairment		3,000		—		—
Other		2,147		1,026		1,134
Total expenses		26,044		14,952		14,379
Income before income tax benefit		51,110		39,587		30,822
Income tax benefit		6,298		3,533		4,885
Net income	$	57,408	$	43,120	$	35,707

126

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 21. Parent Company Only Financial Statements (continued)

Condensed Statements of Cash Flows
Years Ended December 31, 2019, 2018, and 2017

	2019		2018		2017
	(dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	57,408	$	43,120	$	35,707
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings of bank subsidiaries		(69,966)		(55,209)		(45,104)
Earnings (losses) of nonbank subsidiaries		(6,797)		436		(75)
Distributions from bank subsidiaries		—		34,500		21,000
Distributions from nonbank subsidiaries		45,058		63		39
Accretion of acquisition fair value adjustments		305		183		149
Depreciation		327		249		225
Stock-based compensation expense		2,469		1,443		1,187
Securities gains, net		—		—		(6)
Goodwill impairment		3,000		—		—
Decrease (increase) in other assets		26		2,232		(969)
(Decrease) increase in other liabilities		7,814		(7,226)		(6,919)
Net cash provided by operating activities		39,644		19,791		5,234
Cash Flows from Investing Activities:
Net increase (decrease) in interest-bearing deposits at financial institutions		(4,600)		(1,000)		—
Activity in securities portfolio:
Calls, maturities and redemptions		—		—		6
Sales		—		—		32
Capital infusion, bank subsidiaries		(8,600)		(3,500)		—
Capital infusion, non-bank subsidiaries		(100)		—		—
Net cash paid for acquisitions		—		(5,183)		(3,369)
Purchase of premises and equipment		(2,861)		(2,257)		(69)
Net cash (used in) investing activities		(16,161)		(11,940)		(3,400)
Cash Flows from Financing Activities:
Activity in other borrowings:
Proceeds from other borrowings		—		9,000		7,000
Paydown on revolving line of credit		(9,000)		—		—
Prepayments		(21,313)		—		—
Calls, maturities and scheduled payments		(1,799)		(12,550)		(11,000)
Proceeds from subordinated notes		63,393		—		—
Payment of cash dividends on common and preferred stock		(3,767)		(3,300)		(2,494)
Proceeds from issuance of common stock, net		1,926		1,279		2,056
Net cash provided by (used in) financing activities		29,440		(5,571)		(4,438)
Net increase (decrease) in cash and due from banks		52,923		2,280		(2,604)
Cash and due from banks:
Beginning		6,606		4,326		6,930
Ending	$	59,529	$	6,606	$	4,326

127

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 22. Fair Value

Accounting guidance on fair value measurements 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

Assets measured at fair value on a recurring basis comprised the following at December 31, 2019 and 2018:

			FairValue 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)
	(dollars in thousands)
December 31, 2019:
Securities AFS:
U.S. govt. sponsored agency securities	$	20,078	$	—	$	20,078	$	—
Residential mortgage-backed and related securities		120,587		—		120,587		—
Municipal securities		48,257		—		48,257		—
Other securities		21,773		—		21,773		—
Interest rate caps		3,148		—		3,148		—
Interest rate swaps - assets		84,679		—		84,679		—
Total assets measured at fair value	$	298,522	$	—	$	298,522	$	—
Interest rate swaps - liabilities	$	88,437	$	—	$	88,437	$	—
Total liabilities measured at fair value	$	88,437	$	—	$	88,437	$	—
December 31, 2018:
Securities AFS:
U.S. govt. sponsored agency securities	$	36,411	$	—	$	36,411	$	—
Residential mortgage-backed and related securities		159,249		—		159,249		—
Municipal securities		58,546		—		58,546		—
Other securities		6,850		—		6,850		—
Interest rate caps		459		—		459		—
Interest rate swaps - assets		22,196		—		22,196		—
Total assets measured at fair value	$	283,711	$	—	$	283,711	$	—
Interest rate swaps - liabilities	$	23,347	$	—	$	23,347	$	—
Total liabilities measured at fair value	$	23,347	$	—	$	23,347	$	—

There were no transfers of assets or liabilities between Levels 1, 2, and 3 of the fair value hierarchy during the years ended December 31, 2019 or 2018.

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).

128

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 22. Fair Value (continued)

Interest rate caps are used for the purpose of hedging interest rate risk. See Note 7 to the Consolidated Financial Statements for the details of these instruments. 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 used for the purpose of hedging interest rate risk on junior subordinated debt.  See Note 7 to the Consolidated Financial Statements for the details of these instruments. 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).

Interest rate swaps are also executed for select commercial customers. See Note 7 to the Consolidated Financial Statements for the detail of these instruments. The fair values are determined by comparing the contractual 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 comprised the following at December 31, 2019 and 2018:

			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
	(dollars in thousands)
December 31, 2019:
Impaired loans/leases	$	3,394	$	—	$	—	$	3,394
OREO		4,459		—		—		4,459
	$	7,853	$	—	$	—	$	7,853
December 31, 2018:
Impaired loans/leases	$	9,657	$	—	$	—	$	9,657
OREO		10,128		—		—		10,128
	$	19,785	$	—	$	—	$	19,785

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 a 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 may be 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.

Other real estate owned 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 a 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.

129

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 22. Fair Value (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 Informationabout Level Fair ValueMeasurements
	Fair Value		Fair Value
	December 31,		December 31,
	2019		2018		Valuation Technique	Unobservable Input	Range
	(dollars in thousands)
Impaired loans/leases	$	3,394	$	9,657	Appraisal of collateral	Appraisal adjustments	(10.00)	%	to	(30.00)	%
OREO		4,459		10,128	Appraisal of collateral	Appraisal adjustments	0.00	%	to	(35.00)	%

For impaired loans/leases and other real estate owned, 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 years ended December 31, 2019 or 2018.

The following table presents the carrying values and estimated fair values of financial assets and liabilities carried on the Company’s consolidated balance sheet, 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 December 31, 2019				As of December 31, 2018
	Hierarchy	Carrying		Estimated		Carrying		Estimated
	Level	Value		Fair Value		Value		Fair Value
		(dollars in thousands)
Cash and due from banks	Level 1	$	76,254	$	76,254	$	85,523	$	85,523
Federal funds sold	Level 2		9,800		9,800		26,398		26,398
Interest-bearing deposits at financial institutions	Level 2		147,891		147,891		133,198		133,198
Investment securities:
HTM	Level 2		400,646		426,545		401,913		400,770
AFS	*		210,695		210,695		261,056		261,056
Loans/leases receivable, net	Level 3		3,143		3,394		8,942		9,657
Loans/leases receivable, net	Level 2		3,651,061		3,606,520		3,683,965		3,639,329
Interest rate caps	Level 2		3,148		3,148		459		459
Interest rate swaps - assets	Level 2		84,679		84,679		22,196		22,196
Deposits:
Nonmaturity deposits	Level 2		3,184,726		3,184,726		3,002,327		3,002,327
Time deposits	Level 2		726,325		742,444		974,704		968,906
Short-term borrowings	Level 2		13,423		13,423		28,774		28,774
FHLB advances	Level 2		159,300		159,193		266,492		265,926
Other borrowings	Level 2		—		—		67,250		67,770
Subordinated notes	Level 2		68,394		68,563		4,782		4,933
Junior subordinated debentures	Level 2		37,838		30,477		37,670		29,992
Interest rate swaps - liabilities	Level 2		88,437		88,437		23,347		23,347

130

QCR Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 23. 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 which are the four subsidiary banks wholly-owned by the Company: QCBT, CRBT, CSB and SFC Bank. Each of these secondary segments offer similar products and services, but are 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 trust and asset management and investment management and advisory services offered at the Company’s three 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 corporate operations of the parent and operations of all other consolidated subsidiaries and/or defined operating segments that fall below the segment reporting thresholds. The financial results for RB&T prior to the sale of the majority of its assets and liabilities at November 30, 2019 are also included in the Company’s All Other segment as are the assets held for sale at December 31, 2019.

Selected financial information on the Company’s business segments, with all intercompany accounts and transactions eliminated, is presented as follows as of and for the years ended December 31, 2019, 2018, and 2017:

	Commercial Banking								Wealth				Intercompany		Consolidated
	QCBT		CRBT*		CSB		SFC Bank		Management		All other*		Eliminations		Total
	(dollars in thousands)
Twelve Months Ended December 31, 2019
Total revenue	$	79,418	$	93,147	$	41,589	$	31,569	$	16,553	$	32,791	$	(223)	$	294,844
Net interest income		52,097		44,310		31,370		21,422		—		6,360		—		155,559
Provision		3,433		1,080		679		1,315		—		559		—		7,066
Net income (loss) from continuing operations		19,006		26,940		10,824		8,243		3,567		(11,172)		—		57,408
Goodwill		3,223		14,980		9,888		45,975		—		682		—		74,748
Intangibles		—		2,684		3,980		6,802		—		1,504		—		14,970
Total assets		1,682,477		1,572,324		853,834		748,753		—		116,968		(65,306)		4,909,050
Twelve Months Ended December 31, 2018
Total revenue	$	69,691	$	69,864	$	36,069	$	15,152	$	13,433	$	21,082	$	(871)	$	224,420
Net interest income		48,682		43,038		28,763		11,835		—		10,077		—		142,395
Provision		3,693		1,833		1,523		990		—		4,619		—		12,658
Net income (loss) from continuing operations		18,347		20,044		8,389		4,816		2,952		(11,428)		—		43,120
Goodwill		3,223		14,980		9,888		45,975		—		3,766		—		77,832
Intangibles		—		3,186		4,675		7,735		—		1,854		—		17,450
Total assets		1,623,369		1,379,222		785,364		632,849		—		555,293		(26,387)		4,949,710
Twelve Months Ended December 31, 2017
Total revenue	$	58,056	$	45,367	$	31,944	$	—	$	11,058	$	20,074	$	(500)	$	165,999
Net interest income		46,407		31,042		27,021		—		—		11,595		—		116,065
Provision for loan/lease losses		3,909		1,050		2,783		—		—		728		—		8,470
Net income (loss)		22,095		10,712		7,048		—		2,241		(6,389)		—		35,707
Goodwill		3,223		15,223		9,888		—		—		—		—		28,334
Intangibles		—		3,694		5,385		—		—		—		—		9,079
Total assets		1,541,778		1,307,377		670,516		—		—		489,918		(26,924)		3,982,665

*    Includes financial results for Guaranty Bank for the period from October 1, 2017 through December 2, 2017, when Guaranty Bank was merged into CRBT and

      financial results for RB&T for the years 2017, 2018 and the period from January 1, 2019 through November 30, 2019, prior to the sale of the majority of its assets

      and liabilities.

131

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    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) as of December 31, 2019. 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 to ensure that information required to be disclosed in the reports filed and submitted under the Exchange Act was: (1) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures; and (2) recorded, processed, summarized and reported as and when required.

Management’s Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a‑15(f) and 15d‑15(f) of the Exchange Act). Internal control over financial reporting includes controls and procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. Management’s assessment is based on the criteria established in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 and was designed to provide reasonable assurance that the Company maintained effective internal control over financial reporting as of December 31, 2019. Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2019.

RSM US LLP, the Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2019, which is included on the following pages of this Form 10‑K.

132

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of QCR Holdings, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited QCR Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of

December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2019  and our report dated March 13, 2020 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. 

133

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Davenport, Iowa

March 13, 2020

134

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 like to materially affect, the Company’s internal control over financial reporting.

Item 9B.    Other Information

None.

135

Part III

Item 10.    Directors, Executive Officers and Corporate Governance

The information required by this item is set forth under the captions “Proposal 1: Election of Directors,” “Corporate Governance and the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2020 Proxy Statement and is incorporated herein by reference.

Item 11.    Executive Compensation

The information required by this item is set forth under the captions “Executive Compensation” and “Director Compensation” in the Company’s 2020 Proxy Statement and is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners” in the Company’s 2020 Proxy Statement and is incorporated herein by reference.

The table below sets forth the following information as of December 31, 2019 for (i) all compensation plans previously approved by the Company’s stockholders and (ii) all compensation plans not previously approved by the Company’s stockholders:

(a) The number of securities to be issued upon the exercise of outstanding options, warrants, and rights;

(b) The weighted-average exercise price of such outstanding options, warrants, and rights; and

(c) Other than securities to be issued upon the exercise of such outstanding options, warrants, and rights, the number of securities remaining available for future issuance under the plans.

	EQUITY COMPENSATION PLAN INFORMATION
					Number of securities remaining
	Number of securities to be				available for future issuance
	issued upon exercise of		Weighted-average exercise price		under equity compensation
	outstanding options, warrants,		of outstanding options,		plans (excluding securities
Plan category	and rights		warrants, and rights		reflected in column (a))
	(a)			(b)	(c)
Equity compensation plans approved by stockholders	503,884	(2)	$	20.24	347,625	(3)
Equity compensation plans not approved by stockholders	—			—	—
Total	503,884	(2)	$	20.24	347,625	(3)

(1) The weighted average exercise price only relates to outstanding option awards.

(2) Includes 426,913 outstanding option awards, 53,360 outstanding restricted stock units and 18,058 outstanding performance share units granted under the Stock Option Plans.

(3) Includes 219,305 and 128,320 shares available under the QCR Holdings, Inc. 2016 Equity Incentive Plan and QCR Holdings, Inc.

        Employee Stock Purchase Plan.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth under the captions “Corporate Governance and the Board of Directors” and “Transactions with Management and Directors” in the Company’s 2020 Proxy Statement and is incorporated herein by reference.

136

Item 14.    Principal Accountant Fees and Services

The information required by this item is set forth under the caption “Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm” in the Company’s 2020 Proxy Statement and is incorporated herein by reference.

137

Part IV

Item 15.    Exhibits and Financial Statement Schedules

(a) 1. Financial Statements

These documents are listed in the Index to Consolidated Financial Statements under Item 8.

(a) 2. Financial Statement Schedules

Financial statement schedules are omitted, as they are not required or are not applicable, or the required information is shown in the Consolidated Financial Statements and the accompanying notes thereto.

(a) 3. Exhibits

The following exhibits are either filed as a part of this Annual Report on Form 10‑K or are incorporated herein by reference:

Exhibit Number	Exhibit Description
2.1*	Purchase and Assumption Agreement by and among Illinois Bank & Trust, Rockford Bank and Trust Company and QCR Holdings, Inc. (solely for the purposes of the sections defined therein), dated August 13, 2019 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the SEC on August 13, 2019).
3.1	Certificate of Incorporation of QCR Holdings, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10‑Q/A Amendment No. 1 for the period ended September 30, 2011).
3.2	Bylaws of QCR Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8‑K filed February 19, 2019).
4.1	Certain instruments defining the rights of holders of long-term debt of the Company, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis, have not been filed as exhibits. The Company hereby agrees to furnish a copy of any of these agreements to the Securities and Exchange Commission upon request.
4.2	Description of the Company’s Securities (filed herewith).
10.2+	Employment Agreement between QCR Holdings, Inc., Quad City Bank and Trust Company and Douglas M. Hultquist dated January 1, 2004 (incorporated by reference to Exhibit 10.2 of Company’s Annual Report on Form 10‑K for the year ended December 31, 2003).
10.3+	Employment Agreement between Cedar Rapids Bank and Trust Company and Larry J. Helling dated January 1, 2004 (incorporated by reference to Exhibit 10.6 of Company’s Annual Report on Form 10‑K for the year ended December 31, 2003).
10.4+	Employment Agreement between QCR Holdings, Inc. and Todd A. Gipple dated January 1, 2004 (incorporated by reference to Exhibit 10.11 of Company’s Annual Report on Form 10‑K for the year ended December 31, 2003).
10.5	Dividend Reinvestment Plan of QCR Holdings, Inc. (incorporated by reference to Exhibit 99.1 of Company’s Form S‑3D, File No. 333‑102699 dated January 24, 2003).

138

10.6	Second Amended and Restated Operating Agreement between Quad City Bank and Trust Company and John Engelbrecht dated August 26, 2005 (incorporated by reference to Exhibit 10.1 of Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2005).
10.7+	First Amendment to the Employment Agreement among QCR Holdings, Inc., Quad City Bank and Trust Company and Douglas M. Hultquist dated December 27, 2008 (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.8+	First Amendment to the Employment Agreement between Cedar Rapids Bank and Trust Company and Larry J. Helling dated December 30, 2008 (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.9+	First Amendment to the Employment Agreement between QCR Holdings, Inc. and Todd A. Gipple dated December 30, 2008 (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.10+	Executive Deferred Compensation Plan of QCR Holdings, Inc. (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.11+	Amended and Restated Executive Deferred Compensation Plan Participation Agreement among QCR Holdings, Inc., Quad City Bank and Trust Company and Douglas M. Hultquist dated December 19, 2013 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014).
10.12+	Amended and Restated Executive Deferred Compensation Plan Participation Agreement between Cedar Rapids Bank and Trust Company and Larry J. Helling dated December 19, 2013 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014).
10.13+	Amended and Restated Executive Deferred Compensation Plan Participation Agreement between QCR Holdings, Inc. and Todd A. Gipple dated December 19, 2013 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014).
10.14+	Non-Qualified Supplemental Executive Retirement Plan Joinder Agreement among QCR Holdings, Inc., Quad City Bank and Trust Company and Douglas M. Hultquist dated December 31, 2008 (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.15+	Non-Qualified Supplemental Executive Retirement Plan Joinder Agreement between Cedar Rapids Bank and Trust Company and Larry J. Helling dated December 31, 2008 (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.16+	Non-Qualified Supplemental Executive Retirement Plan Joinder Agreement among QCR Holdings, Inc., and Todd A. Gipple dated December 31, 2008 (incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008).
10.17+	First Amendment to the Non-Qualified Supplemental Executive Retirement Plan Joinder Agreement among QCR Holdings, Inc., Quad City Bank and Trust Company and Douglas M. Hultquist dated December 29, 2015 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8‑K dated December 31, 2015).

139

10.18	+	QCR Holdings, Inc. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A dated March 21, 2012).
10.19		Amendment No. 1 to the Second Amended and Restated Operating Agreement between Quad City Bank and Trust Company and John Engelbrecht, dated August 26, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2012).
10.20	+	QCR Holdings, Inc. 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A dated March 20, 2013).
10.21	+	Form of Participation Agreement under the QCR Holdings, Inc. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014).
10.22	+	Employment Agreement between Quad City Bank and Trust Company and John Anderson dated October 30, 2009 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014).
10.23	+	First Amendment to the Employment Agreement between Quad City Bank and Trust Company and John Anderson dated December 18, 2012 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014).
10.28	+	QCR Holdings, Inc. 2016 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 1, 2016).
10.29+		QCR Holdings, Inc., Non-Qualified Supplemental Executive Retirement Plan, as amended and restated December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8‑K filed on December 28, 2016).
10.30+		Non-Qualified Supplemental Executive Retirement Plan Joinder Agreement between Quad City Bank and Trust Company and John H. Anderson dated December 22, 2016 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8‑K filed on December 28, 2016).
10.31+		Form of QCR Holdings, Inc. 2016 Equity Incentive Plan Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 4.5 of the Company’s Form S‑8 filed on October 27, 2016 (File No. 333‑214282)).
10.32+		Form of QCR Holdings, Inc. 2016 Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.6 of the Company’s Form S‑8 filed on October 27, 2016 (File No. 333‑214282)).
10.33+		Form of QCR Holdings, Inc. 2016 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 4.7 of the Company’s Form S‑8 filed on October 27, 2016 (File No. 333‑214282)).
10.34+		Transitional Employment Agreement, dated November 19, 2018, between QCR Holdings, Inc. and Douglas M. Hultquist (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 19, 2018).

140

10.35+	Employment Agreement, dated November 19, 2018, between QCR Holdings, Inc. and Larry Helling (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed November 19, 2018).
10.36+	Employment Agreement, dated November 19, 2018, between QCR Holdings, Inc. and Todd Gipple (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed November 19, 2018).
10.37+	Employment Agreement, dated January 9, 2019, between QCR Holdings, Inc., Quad City Bank and Trust Company, and John Anderson (filed herewith).
10.38+	Executive Deferred Compensation Plan Participation Agreement, dated December 16, 2016, between Quad City Bank and Trust Company and John Anderson (filed herewith).
10.39+	Executive Deferred Compensation Plan Participation Agreement, dated November 24, 2014, between QCR Holdings, Inc. and Dana Nichols (filed herewith).
10.40+	First Amendment to the Employment Agreement, dated December 31, 2008, between Cedar Rapids Bank and Trust Company and Dana Nichols (filed herewith).
10.41+	Employment Agreement, dated April 17, 2018, between Springfield First Community Bank and Robert Fulp (filed herewith).
10.42+	Executive Deferred Compensation Plan Participation Agreement, dated January 1, 2019, between Springfield First Community Bank and Robert Fulp (filed herewith).
10.43+	QCR Holdings, Inc. 2008 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A dated March 25, 2008).
10.44+	QCR Holdings, Inc. 2010 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A dated March 22, 2010).
10.45	Employment Agreement, dated January 1, 2004, between Cedar Rapids Bank and Trust and Dana Nichols (filed herewith).
21.1	Subsidiaries of QCR Holdings, Inc. (exhibit is being filed herewith).
23.1	Consent of Independent Registered Pubic Accounting Firm - RSM US LLP (exhibit is being filed herewith).
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) (exhibit is being filed herewith).
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) (exhibit is being filed herewith).
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 (exhibit is being filed herewith).
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 (exhibit is being filed herewith).

141

101	Interactive Data File
	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at December 31, 2019 and December 31, 2018; (ii) Consolidated Statements of Income for the years ended December 31, 2019, December 31, 2018 and December 31, 2017; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, December 31, 2018, and December 31, 2017; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019, December 31, 2018 and December 31, 2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, December 31, 2018 and December 31, 2017; and (vi) Notes to Consolidated Financial Statements.
*	The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
+	A compensatory arrangement.

Item 16.    Form 10‑K Summary

None

142

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QCR HOLDINGS, INC.
Dated: March 13, 2020	By:	/s/ Larry J. Helling
		Larry J. Helling
		Chief Executive Officer
Dated: March 13, 2020	By:	/s/ Todd A. Gipple
		Todd A. Gipple
		President, Chief Operating Officer and Chief Financial Officer
Dated: March 13, 2020	By:	/s/ Nick W. Anderson
		Nick W. Anderson
		Chief Accounting Officer
		(Principal Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

143

SIGNATURES

Signature	Title	Date
/s/ Patrick S. Baird	Chair of the Board of Directors	March 13, 2020
Patrick S. Baird
/s/ Marie Z. Ziegler	Vice-Chair of the Board of Directors	March 13, 2020
Marie Z. Ziegler
/s/ Larry J. Helling	Chief Executive Officer and Director	March 13, 2020
Larry J. Helling
/s/ John Paul E. Besong	Director	March 13, 2020
John Paul E. Besong
/s/ Todd A. Gipple	President, Chief Operating Officer	March 13, 2020
Todd A. Gipple	Chief Financial Officer and Director
/s/ Mary Kay Bates	Director	March 13, 2020
Mary Kay Bates
/s/ Mark C. Kilmer	Director	March 13, 2020
Mark C. Kilmer
/s/ James Field	Director	March 13, 2020
James Field
/s/ Michael L. Peterson	Director	March 13, 2020
Michael L. Peterson
/s/ Timothy O’Reilly	Director	March 13, 2020
Timothy O’Reilly
/s/ George T. Ralph III	Director	March 13, 2020
George T. Ralph III
/s/ Donna J. Sorensen, J.D.	Director	March 13, 2020
Donna J. Sorensen, J.D.

144

Appendix A

SUPERVISION AND REGULATION

General

FDIC-insured institutions, their holding companies and their affiliates are extensively regulated under federal and state law. As a result, the growth and earnings performance of the Company may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Iowa Division of Banking, the Missouri Division of Finance, the Federal Reserve, the FDIC and the CFPB. Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board, securities laws administered by the SEC and state securities authorities, and anti-money laundering laws enforced by the Treasury have an impact on the business of the Company. The effect of these statutes, regulations, regulatory policies and accounting rules are significant to the Company’s operations and results.

Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of FDIC-insured institutions, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than stockholders. These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of the Company’s business, the kinds and amounts of investments the Company and the Banks may make, reserve requirements, required capital levels relative to assets, the nature and amount of collateral for loans, the establishment of branches, the ability to merge, consolidate and acquire, dealings with the Company’s and the Banks’ insiders and affiliates and the Company’s payment of dividends. In reaction to the global financial crisis and particularly following the passage of the Dodd Frank Act, the Company experienced heightened regulatory requirements and scrutiny. Although the reforms primarily targeted systemically important financial service providers, their influence filtered down in varying degrees to community banks over time and caused the Company’s compliance and risk management processes, and the costs thereof, to increase. However, in May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Regulatory Relief Act”) was enacted by Congress in part to provide regulatory relief for community banks and their holding companies. To that end, the law eliminated questions about the applicability of certain Dodd-Frank Act reforms to community bank systems, including relieving the Company of any requirement to engage in mandatory stress tests, maintain a risk committee or comply with the Volcker Rule’s complicated prohibitions on proprietary trading and ownership of private funds. The Company believes these reforms are favorable to its operations.  

The supervisory framework for U.S. banking organizations subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their business. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and its subsidiary banks, beginning with a discussion of the continuing regulatory emphasis on the Company’s capital levels. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.

The Role of Capital

Regulatory capital represents the net assets of a banking organization available to absorb losses. Because of the risks attendant to their business, FDIC-insured institutions are generally required to hold more capital than other businesses, which directly affects the Company’s earnings capabilities. While capital has historically been one of the key

145

measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress. Certain provisions of the Dodd-Frank Act and Basel III, discussed below, establish capital standards for banks and bank holding companies that are meaningfully more stringent than those in place previously.

Minimum Required Capital Levels. Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies since 1983. The minimums have been expressed in terms of ratios of “capital” divided by “total assets”. As discussed below, bank capital measures have become more sophisticated over the years and have focused more on the quality of capital and the risk of assets.  Bank holding companies have historically had to comply with less stringent capital standards than their bank subsidiaries and have been able to raise capital with hybrid instruments such as trust preferred securities. The Dodd-Frank Act mandated the Federal Reserve to establish minimum capital levels for holding companies on a consolidated basis as stringent as those required for FDIC-insured institutions.  A result of this change is that the proceeds of hybrid instruments, such as trust preferred securities, were excluded from capital over a phase-out period. However, if such securities were issued prior to May 19, 2010 by bank holding companies with less than $15 billion of assets, they may be retained, subject to certain restrictions. Because the Company has assets of less than $15 billion, the Company is able to maintain its trust preferred proceeds as capital but the Company has to comply with new capital mandates in other respects and will not be able to raise capital in the future through the issuance of trust preferred securities.

The Basel International Capital Accords. The risk-based capital guidelines for U.S. banks since 1989 were based upon the 1988 capital accord known as “Basel I” adopted by the international Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as implemented by the U.S. bank regulatory agencies on an interagency basis. The accord recognized that bank assets for the purpose of the capital ratio calculations needed to be assigned risk weights (the theory being that riskier assets should require more capital) and that off-balance sheet exposures needed to be factored in the calculations.  Basel I had a very simple formula for assigning risk weights to bank assets from 0% to 100% based on four categories.  In 2008, the banking agencies collaboratively began to phase-in capital standards based on a second capital accord, referred to as “Basel II,” for large or “core” international banks (generally defined for U.S. purposes as having total assets of $250 billion or more, or consolidated foreign exposures of $10 billion or more) known as “advanced approaches” banks.  The primary focus of Basel II was on the calculation of risk weights based on complex models developed by each advanced approaches bank. Because most banks were not subject to Basel II, the U.S. bank regulators worked to improve the risk sensitivity of Basel I standards without imposing the complexities of Basel II. This “standardized approach” increased the number of risk-weight categories and recognized risks well above the original 100% risk weight. It is institutionalized by the Dodd-Frank Act for all banking organizations, even for the advanced approaches banks, as a floor. 

On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement on a strengthened set of capital requirements for banking organizations around the world, known as Basel III, to address deficiencies recognized in connection with the global financial crisis.  

The Basel III Rule.  In July 2013, the U.S. federal banking agencies approved the implementation of the Basel III regulatory capital reforms in pertinent part, and, at the same time, promulgated rules effecting certain changes required by the Dodd-Frank Act (the “Basel III Rule”).  In contrast to capital requirements historically, which were in the form of guidelines, Basel III was released in the form of enforceable regulations by each of the regulatory agencies. The Basel III Rule is applicable to all banking organizations that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to bank and savings and loan holding companies, other than “small bank holding companies” (generally holding companies with consolidated assets of less than $3 billion) and certain qualifying banking organizations that may elect a simplified framework (which the Company has not done.) Thus, the Company and the Banks are each currently subject to the Basel III Rule as described below.

The Basel III Rule increased the required quantity and quality of capital and for nearly every class of assets, it requires a more complex, detailed and calibrated assessment of risk and calculation of risk-weight amounts.

146

Not only did the Basel III Rule increase most of the required minimum capital ratios in effect prior to January 1, 2015, but it introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments. The Basel III Rule also changed the definition of capital by establishing more stringent criteria that instruments must meet to be considered Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets certain requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations).  A number of instruments that qualified as Tier 1 Capital under Basel I do not qualify, or their qualifications changed. For example, noncumulative perpetual preferred stock, which qualified as simple Tier 1 Capital under Basel I, does not qualify as Common Equity Tier 1 Capital, but qualifies as Additional Tier 1 Capital. The Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and requires deductions from Common Equity Tier 1 Capital in the event that such assets exceed a certain percentage of a banking institution’s Common Equity Tier 1 Capital. 

The Basel III Rule requires minimum capital ratios as follows:

· A ratio of minimum Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets;

· A minimum required amount of Tier 1 Capital equal to 6% of risk-weighted assets;

· A minimum required amount of Total Capital (Tier 1 plus Tier 2) equal to 8% of risk-weighted assets; and

· A minimum leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4% in all circumstances.

In addition, institutions that seek the freedom to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction must also maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer. The purpose of the conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and economic stress. Factoring in the conservation buffer increases the minimum ratios depicted above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital. 

Well-Capitalized Requirements.  The ratios described above are minimum standards in order for banking organizations to be considered “adequately capitalized.” Bank regulatory agencies uniformly encourage banks to hold more capital and be “well-capitalized” and, to that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a banking organization that is well-capitalized may: (i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Higher capital levels could also be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 Capital less all intangible assets), well above the minimum levels.

Under the capital regulations of the Federal Reserve, in order to be well‑capitalized, a banking organization must maintain:

· A Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5% or more;

· A ratio of Tier 1 Capital to total risk-weighted assets of 8% or more;

· A ratio of Total Capital to total risk-weighted assets of 10% or more; and

· A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater.

It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.

147

As of December 31, 2019: (i) none of the Banks were subject to a directive from the Iowa Division of Banking, the Missouri Division of Finance, or the Federal Reserve, as applicable, to increase its capital and (ii) the Banks were well-capitalized, as defined by Federal Reserve regulations.  As of December 31, 2019, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the Basel III Rule requirements to be well-capitalized. The Company is also in compliance with the capital conservation buffer.

Prompt Corrective Action.  The concept of an institution being “well-capitalized” is part of a regulatory enforcement regime that provides the federal banking regulators with broad power to take “prompt corrective action” to resolve the problems of institutions based on the capital level of each particular institution.The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate that the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

             Community Bank Capital Simplification.Community banks have long raised concerns with bank regulators about the regulatory burden, complexity, and costs associated with certain provisions of the Basel III Rule.  In response, Congress provided an “off-ramp” for institutions, like the Company, with total consolidated assets of less than $10 billion. Section 201 of the Regulatory Relief Act instructed the federal banking regulators to establish a single “Community Bank Leverage Ratio” (“CBLR”) of between 8 and 10%. Under the final rule, a community banking organization is eligible to elect the new framework if it has: less than $10 billion in total consolidated assets, limited amounts of certain assets and off-balance sheet exposures, and a CBLR greater than 9%. The Company may elect the CBLR framework at any time but has not currently determined to do so.

Regulation and Supervision of the Company

General. The Company, as the sole stockholder of the Banks, is a bank holding company. As a bank holding company, the Company is registered with, and is subject to regulation supervision and enforcement by, the Federal Reserve under the BHCA. The Company is legally obligated to act as a source of financial strength to the Banks and to commit resources to support the Banks in circumstances where the Company might not otherwise do so. Under the BHCA, the Company is subject to periodic examination by the Federal Reserve. The Company is required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and its subsidiaries as the Federal Reserve may require.

Acquisitions, Activities and Financial Holding Company Election.  The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company. Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the U.S.. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to effect interstate mergers or acquisitions. For a discussion of the capital requirements, see “--The Role of Capital” above.

The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of

148

banking, managing and controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999 to be “so closely related to banking ... as to be a proper incident thereto.” This authority permits the Company to engage in a variety of banking-related businesses, including the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development) and mortgage banking and brokerage services. The BHCA does not place territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies. The Company operates Bates Financial Advisors, Inc., a registered investment advisor, and Bates Securities, Inc., a broker-dealer, as nonbanking subsidiaries under this authority.

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity or that the Federal Reserve determines by order to be complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of FDIC-insured institutions or the financial system generally. The Company has elected to operate as a financial holding company.

In order to maintain its status as a financial holding company, the Company and the Banks must be well-capitalized, well-managed, and the Banks must have a least a satisfactory CRA rating.  If the Federal Reserve determines that a financial holding company is not well-capitalized or well-managed, the Company has a period of time in which to achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on the Company it believes to be appropriate. Furthermore, if the Federal Reserve determines that a financial holding company’s subsidiary bank has not received a satisfactory CRA rating, that company will not be able to commence any new financial activities or acquire a company that engages in such activities.

Change in Control. Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.

Capital Requirements. Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements. For a discussion of capital requirements, see “—The Role of Capital” above.

Dividend Payments. The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies.  As a Delaware corporation, the Company is subject to the limitations of the DGCL, which allow the Company to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the DGCL) or if the Company has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer or significantly reduce dividends to stockholders if: (i) the company’s net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or (iii) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.  In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See “—The Role of Capital” above.

149

Incentive Compensation. There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis. Layered on top of that are the abuses in the headlines dealing with product cross-selling incentive plans. The result is interagency guidance on sound incentive compensation practices.

The interagency guidance recognized three core principles. Effective incentive plans should: (i) provide employees incentives that appropriately balance risk and reward; (ii) be compatible with effective controls and risk-management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately balance risks and rewards.  Smaller banking organizations like the Company that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks. 

Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.

Federal Securities Regulation. The Company’s common stock is registered with the SEC under the Securities Act of 1933, as amended, and the Exchange Act. Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

Corporate Governance.  The Dodd-Frank Act addressed many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. The Dodd Frank Act increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments, and authorizing the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials. The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.

Supervision and Regulation of the Banks

General. The Company owns four subsidiary banks: QCBT, CRBT and CSB are chartered under Iowa law (collectively, the “Iowa Banks”) and SFC Bank is chartered under Missouri law. The deposit accounts of the Banks are insured by the FDIC’s DIF to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor category. All four of the Company’s subsidiary banks are members of the Federal Reserve System (“member banks”).  In 2019, the Company sold RB&T and it no longer has a bank subsidiary chartered under Illinois law.  QCBT owns Quad Cities Investment Advisers, a registered investment advisor (“QCIA”), as a wholly-owned subsidiary.

As Iowa-chartered, FDIC-insured banks, the Iowa Banks are subject to the examination, supervision, reporting and enforcement requirements of the Iowa Division of Banking, as the chartering authority for Iowa banks. As a Missouri-chartered, FDIC-insured bank, SFC Bank is subject to the examination, supervision, reporting and enforcement requirements of the Missouri Division of Finance, as the chartering authority for Missouri banks. All four of the Company’s subsidiary banks are also subject to the examination, reporting and enforcement requirements of the Federal Reserve, as the primary federal regulator of member banks. In addition, the FDIC, as administrator of the DIF, has regulatory authority over the Banks.

Deposit Insurance.  As FDIC-insured institutions, the Banks are required to pay deposit insurance premium assessments to the FDIC.  The FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions pay

150

insurance premiums at rates based on their risk classification.  For institutions like the Banks that are not considered large and highly complex banking organizations, assessments are now based on examination ratings and financial ratios. The total base assessment rates currently range from 1.5 basis points to 30 basis points. At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the assessment rates, following notice and comment on proposed rulemaking. The assessment base against which an FDIC-insured institution’s deposit insurance premiums paid to the DIF has been calculated since effectiveness of the Dodd-Frank Act based on its average consolidated total assets less its average tangible equity. This method shifted the burden of deposit insurance premiums toward those large depository institutions that rely on funding sources other than U.S. deposits. 

The reserve ratio is the FDIC insurance fund balance divided by estimated insured deposits. The Dodd-Frank Act altered the minimum reserve ratio of the DIF, increasing the minimum from 1.15 % to 1.35 % of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to FDIC-insured institutions when the reserve ratio exceeds certain thresholds.  The reserve ratio reached 1.36 % as of September 30, 2018, exceeding the statutory required minimum reserve ratio of 1.35 %.  As a result, the FDIC is providing assessment credits to insured depository institutions, like the Banks, with total consolidated assets of less than $10 billion for the portion of their regular assessments that contributed to growth in the reserve ratio between 1.15 % and 1.35 %. The share of the aggregate small bank credits allocated to each insured institution is proportional to its credit base, defined as the average of its regular assessment base during the credit calculation period. The FDIC is currently applying the credits for quarterly assessment periods beginning July 1, 2019, and, as long as the reserve ratio is at least 1.35 %, the FDIC will remit the full nominal value of any remaining credits in a lump-sum payment.

Supervisory Assessments.  Each of the Banks is required to pay supervisory assessments to its respective state banking regulator to fund the operations of that agency. The amount of the assessment payable by each Bank is calculated on the basis of that Bank’s total assets. During the year ended December 31, 2019, the Iowa Banks paid supervisory assessments to the Iowa Division of Banking totaling $310,117, RB&T paid supervisory assessments to the IDFPR totaling $17,526 and SFC Bank paid supervisory assessments to the Missouri Division of Finance totaling $47,899.

Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “—The Role of Capital” above.

Liquidity Requirements. Liquidity is a measure of the ability and ease with which bank assets may be converted to cash. Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations. To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors. Because the global financial crisis was in part a liquidity crisis, Basel III also includes a liquidity framework that requires FDIC-insured institutions to measure their liquidity against specific liquidity tests. One test, referred to as the LCR, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario. The other test, known as the NSFR, is designed to promote more medium- and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon. These tests provide an incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source and rely on stable funding like core deposits (in lieu of brokered deposits).

In addition to liquidity guidelines already in place, the federal bank regulatory agencies implemented the Basel III LCR in September 2014, which requires large financial firms to hold levels of liquid assets sufficient to protect against constraints on their funding during times of financial turmoil, and in 2016 proposed implementation of the NSFR. While these rules do not, and will not, apply to the Banks, they continue to review their liquidity risk management policies in light of developments.

Liability of Commonly Controlled Institutions. Under federal law, institutions insured by the FDIC may be liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of commonly controlled FDIC-insured depository institutions or any assistance provided by the FDIC to commonly

151

controlled FDIC-insured depository institutions in danger of default. Because the Company controls each of the Banks, the Banks are commonly-controlled for purposes of these provisions of federal law.

Dividend Payments. The primary source of funds for the Company is dividends from the Banks. In general, the Banks may only pay dividends either out of their historical net income after any required transfers to surplus or reserves have been made or out of their retained earnings. The Federal Reserve Act also imposes limitations on the amount of dividends that may be paid by state member banks, such as the Banks. Without prior Federal Reserve approval, a state member bank may not pay dividends in any calendar year that, in the aggregate, exceed the bank’s calendar year-to-date net income plus the bank’s retained net income for the two preceding calendar years.

The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, each of the Banks exceeded its minimum capital requirements under applicable guidelines as of December 31, 2019. Notwithstanding the availability of funds for dividends, however, the Federal Reserve, the FDIC, the Missouri Division of Finance or the Iowa Division of Banking, as applicable, may prohibit the payment of dividends by one of the Banks if it determines such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See “—The Role of Capital” above.

State Bank Investments and Activities.  The Banks are permitted to make investments and engage in activities directly or through subsidiaries as authorized by Iowa or Missouri law, as applicable. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank unless the bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines that the activity would not pose a significant risk to the DIF. These restrictions have not had, and are not currently expected to have, a material impact on the operations of the Banks.

Insider Transactions. The Banks are subject to certain restrictions imposed by federal law on “covered transactions” between each Bank and its “affiliates.” The Company is an affiliate of the Banks for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of credit to the Company, investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans made by any of the Banks. The Dodd-Frank Act enhanced the requirements for certain transactions with affiliates, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.

Certain limitations and reporting requirements are also placed on extensions of credit by each Bank to its directors and officers, to directors and officers of the Company and its subsidiaries, to principal stockholders of the Company and to “related interests” of such directors, officers and principal stockholders. In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or the Banks, or a principal stockholder of the Company, may obtain credit from banks with which any of the Banks maintains a correspondent relationship.

Safety and Soundness Standards/Risk Management. The federal banking agencies have adopted operational and managerial standards to promote the safety and soundness of FDIC-insured institutions. The standards apply to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.

In general, the safety and soundness standards prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals.  While regulatory standards do not have the force of law, if an institution operates in an unsafe and unsound manner, the FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a

152

compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the FDIC-insured institution’s rate of growth, require the FDIC-insured institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with safety and soundness may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.

During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions they supervise.  Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of banking markets.  The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal and reputational risk. The key risk themes identified for 2020 are: (i) elevated operational risk as banks adapt to an evolving technology environment and persistent cybersecurity risks;  (ii) the need for banks to prepare for a cyclical change in credit risk while credit performance is strong;  (iii) elevated interest rate risk due to lower rates continuing to compress net interest margins; and (iv) strategic risks from non-depository financial institutions, use of innovative and evolving technology, and progressive data analysis capabilities.  Each Bank is expected to have active board and senior management oversight; adequate policies, procedures and limits; adequate risk measurement, monitoring and management information systems; and comprehensive internal controls.

Privacy and Cybersecurity. The Banks are subject to many U.S. federal and state laws and regulations governing requirements for maintaining policies and procedures to protect non-public confidential information of their customers. These laws require each Bank to periodically disclose its privacy policies and practices relating to sharing such information and permit consumers to opt out of their ability to share information with unaffiliated third parties under certain circumstances. They also impact each Bank’s ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. In addition, the Banks are required to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information. These security and privacy policies and procedures, for the protection of personal and confidential information, are in effect across all businesses and geographic locations.

Branching Authority.  The Iowa Banks have the authority under Iowa law to establish branches anywhere in the State of Iowa, subject to receipt of all required regulatory approvals. In 1997, the Company formed a de novo Illinois bank that was merged into QCBT, resulting in QCBT establishing a branch office in Illinois. Under Illinois law, QCBT may continue to establish offices in Illinois to the same extent permitted for an Illinois bank (subject to certain conditions, including certain regulatory notice requirements). Similarly, SFC Bank has the authority under Missouri law to establish branches anywhere in the State of Missouri, subject to receipt of all required regulatory approvals.

Federal law permits state and national banks to merge with banks in other states subject to: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger. The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new interstate branches or acquire individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments.

Transaction Account Reserves. Federal Reserve regulations require FDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2020, the first $16.9 million of otherwise reservable balances are exempt from reserves and have a zero percent reserve requirement; for transaction accounts aggregating between $16.9 million to $127.5 million, the reserve requirement is 3% of those transaction account balances; and for net transaction accounts in excess of $127.5 million, the reserve requirement is 10% of the aggregate amount of total transaction account balances in excess of $127.5 million. These reserve requirements are subject to annual adjustment by the Federal Reserve.

153

Federal Home Loan Bank System. The Banks are each a member of the FHLB, which serves as a central credit facility for its members. The FHLB is funded primarily from proceeds from the sale of obligations of the FHLB system. It makes loans to member banks in the form of FHLB advances. All advances from the FHLB are required to be fully collateralized as determined by the FHLB.

Community Reinvestment Act Requirements. The Community Reinvestment Act requires the Banks to have a continuing and affirmative obligation in a safe and sound manner to help meet the credit needs of the entire community, including low- and moderate-income neighborhoods. Federal regulators regularly assess each Bank’s record of meeting the credit needs of its communities. Applications for additional acquisitions would be affected by the evaluation of the Bank’s effectiveness in meeting its Community Reinvestment Act requirements.

Anti-Money Laundering. The USA Patriot Act is designed to deny terrorists and criminals the ability to obtain access to the U.S. financial system and has significant implications for FDIC-insured institutions, brokers, dealers and other businesses involved in the transfer of money. The USA Patriot Act mandates financial services companies to have policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation between FDIC-insured institutions and law enforcement authorities.

Concentrations in Commercial Real Estate. Concentration risk exists when FDIC-insured institutions deploy too many assets to any one industry or segment. A concentration in commercial real estate is one example of regulatory concern. The interagency Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance (“CRE Guidance”) provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant commercial real estate loan concentrations that may warrant greater supervisory scrutiny: (i) commercial real estate loans exceeding 300% of capital and increasing 50% or more in the preceding three years; or (ii) construction and land development loans exceeding 100% of capital. The CRE Guidance does not limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations. On December 18, 2015, the federal banking agencies issued a statement to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management practices to identify, measure, monitor, and manage the risks arising from CRE lending. In addition, FDIC-insured institutions must maintain capital commensurate with the level and nature of their CRE concentration risk. As of December 31, 2019, QCBT, CRBT, CSB and SFC Bank were in compliance with the 300% guideline for commercial real estate loans.

Consumer Financial Services. The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including the Banks, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. FDIC-insured institutions with $10 billion or less in assets, like the Banks, continue to be examined by their applicable bank regulators.

Because abuses in connection with residential mortgages were a significant factor contributing to the financial crisis, many new rules issued by the CFPB and required by the Dodd-Frank Act addressed mortgage and mortgage-related products, their underwriting, origination, servicing and sales. The Dodd-Frank Act significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and augmented federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd‑Frank Act imposed new standards for mortgage loan originations on all lenders, including banks and savings associations, in an effort to strongly encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of compliance for certain “qualified mortgages.”  The Regulatory Relief Act provided relief in connection with mortgages for banks

154

with assets of less than $10 billion, and, as a result, mortgages the Banks make are now considered to be qualified mortgages if they are held in portfolio for the life of the loan.

 The CFPB’s rules have not had a significant impact on the operations of the Banks, except for higher compliance costs.

Regulation of the Bates Companies and QCIA

The Bates Companies and QCIA provide financial investment services as part of the wealth management operations of the Company. Bates Financial Advisors, Inc. and QCIA are investment advisers registered with the SEC. The SEC has supervisory, examination and enforcement authority over their respective operations. The SEC's focus is primarily for the protection of investors under the federal securities laws. Bates Securities, Inc. is a broker-dealer that executes trades in investment products primarily for customers of Bates Financial Advisors, Inc. It is a member of FINRA and is regulated by the SEC. FINRA is a non-governmental organization that regulates member brokerage firms with an emphasis on investor protection and market integrity.

155

Appendix B

Guide 3 Information

The following tables and schedules show selected comparative financial information required by the SEC Securities Act Guide 3, regarding the business of the Company for the periods shown.

I. Distribution of Assets, Liabilities and Stockholders Equity; Interest Rates and Interest Differential

A. and B. Consolidated Average Balance Sheets and Analysis of Net Interest Earnings

The information requested is disclosed in the MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

C. Analysis of Changes of Interest Income/Interest Expense

The information requested is disclosed in the MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

156

II. Investment Portfolio

A. Investment Securities

The following tables present the amortized cost and fair value of investment securities as of December 31, 2019, 2018, and 2017.

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		(Losses)		Value
	(dollars in thousands)
December 31, 2019
Securities held to maturity:
Municipal securities	$	399,596	$	26,042	$	(143)	$	425,495
Other securities		1,050		—		—		1,050
Totals	$	400,646	$	26,042	$	(143)	$	426,545
Securities available for sale:
U.S. gov't.sponsored agency securities	$	19,872	$	283	$	(77)	$	20,078
Residential mortgage-backed and related securities		118,724		2,045		(182)		120,587
Municipal securities		46,659		1,602		(4)		48,257
Other securities		21,707		138		(72)		21,773
Totals	$	206,962	$	4,068	$	(335)	$	210,695
December 31, 2018
Securities held to maturity:
Municipal securities	$	400,863	$	5,661	$	(6,803)	$	399,721
Other securities		1,050		—		(1)		1,049
Totals	$	401,913	$	5,661	$	(6,804)	$	400,770
Securities available for sale:
U.S. gov't.sponsored agency securities	$	37,150	$	39	$	(778)	$	36,411
Residential mortgage-backed and related securities		163,698		182		(4,631)		159,249
Municipal securities		59,069		180		(703)		58,546
Other securities		6,754		100		(4)		6,850
Totals	$	266,671	$	501	$	(6,116)	$	261,056
December 31, 2017
Securities held to maturity:
Municipal securities	$	378,424	$	2,764	$	(2,488)	$	378,700
Other securities		1,050		—		—		1,050
Totals	$	379,474	$	2,764	$	(2,488)	$	379,750
Securities available for sale:
U.S. gov't.sponsored agency securities	$	38,409	$	37	$	(349)	$	38,097
Residential mortgage-backed and related securities		165,460		155		(2,313)		163,301
Municipal securities		66,176		660		(211)		66,625
Other securities		4,014		897		(27)		4,885
Totals	$	274,059	$	1,749	$	(2,900)	$	272,908

157

NOTE: Stock of the Federal Home Loan Bank and Federal Reserve Bank are NOT included in the above. The Company carries these investments within restricted investment securities on the consolidated balance sheets. Following is a summary of the carrying value of all of the Company's restricted investment securities as of December 31, 2019, 2018, and 2017:

	As of December 31,
	2019		2018		2017
	(dollars in thousands)
Federal Home Loan Bank	$	11,702	$	15,732	$	11,697
Federal Reserve Bank		11,496		9,903		8,032
Other		54		54		54
Totals	$	23,252	$	25,689	$	19,783

B. Investment Securities, Maturities, and Yields

The following table presents the maturity of securities held on December 31, 2019 and the weighted average stated coupon rates by range of maturity:

			Weighted
	Amortized		Average
	Cost		Yield
	(dollars in thousands)
U.S. gov't.sponsored agency securities:
Within 1 year	$	—	—	%
After 1 but within 5 years		3,500	2.13	%
After 5 but within 10 years		895	4.00	%
After 10 years		15,477	2.71	%
Total	$	19,872	2.66	%
Residential mortgage-backed and related securities:
After 1 but within 5 years	$	22,442	2.33	%
After 5 but within 10 years		51,053	2.66	%
After 10 years		45,229	2.54	%
Total	$	118,724	2.55	%
Municipal securities:
Within 1 year	$	4,055	3.20	%
After 1 but within 5 years		45,844	3.25	%
After 5 but within 10 years		76,754	3.26	%
After 10 years		319,602	3.81	%
Total	$	446,255	3.65	%
Other securities:
Within 1 year	$	249	2.49	%
After 1 but within 5 years		1,050	3.62	%
After 5 but within 10 years		4,500	5.76	%
After 10 years		16,958	3.31	%
Total	$	22,757	3.62	%
NOTE: Yields above are NOT computed on a tax equivalent basis

158

C. As of December 31, 2019, there were no securities with aggregate book value and market value purchased from a single issuer (as defined by Section 2(4) of the Securities Act of 1933) that exceeded 10% of stockholders' equity.

III. Loan/Lease Portfolio

A. Types of Loans/Leases

The information requested is disclosed in MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

B. Maturities and Sensitivities of Loans/Leases to Changes in Interest Rates

The information requested is disclosed in MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

C. Risk Elements

1. Nonaccrual, Past Due and Restructured Loans/Leases

The gross interest income that would have been recorded if nonaccrual loans/leases and performing troubled debt restructurings had been current in accordance with their original terms was $428 thousand and none, respectively, for the year ended December 31, 2019. The amount of interest collected on nonaccrual loans/leases and performing troubled debt restructurings that was included in interest income was none and $88 thousand, respectively, for the year ended December 31, 2019.

The remaining information requested is disclosed in MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

2. Potential Problem Loans/Leases.

To management's best knowledge, there are no such significant loans/leases that have not been disclosed in the table presented in the MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

3. Foreign Outstandings. None.

4. Loan/Lease Concentrations.

As of December 31, 2019, there were two concentrations of loans/leases exceeding 10% of total loans/leases, which is not otherwise disclosed in Item III. A. Those concentrations are Lessors of Non-Residential Buildings & Dwellings at 17% and Lessors of Residential Buildings & Dwellings at 22%.

D. Other Interest-Bearing Assets

As of December 31, 2019, there are no interest-bearing assets required to be disclosed in this Appendix.

IV. Summary of Loan/Lease Loss Experience

A. Analysis of the Allowance for Estimated Losses on Loans/Leases

The information requested is disclosed in MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

B. Allocation of the Allowance for Estimated Losses on Loans/Leases

The information requested is disclosed in MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

159

V. Deposits.

The average amount of and average rate paid for the categories of deposits for the years ended December 31, 2019, 2018, and 2017 are included in the consolidated average balance sheets and can be found in the MD&A section of the Company's Form 10-K for the fiscal year ended December 31, 2019.

The Company has no deposits by foreign depositors in domestic offices as of December 31, 2019.

Included in interest bearing deposits at December 31, 2019, were certificates of deposit totaling $515 million that were $100,000 or greater. Maturities of these certificates were as follows:

	December 31,
	2019
	(dollars in thousands)
One to three months	$	144,090
Three to six months		95,887
Six to twelve months		127,123
Over twelve months		148,137
Total certificates of deposit greater than or equal to $100,000	$	515,237

VI. Return on Equity and Assets.

The following tables present the return on assets and equity and the equity to assets ratio of the Company:

	Years ended
	December 31,
	2019			2018			2017
	(dollars in thousands)
Average total assets	$	5,102,980		$	4,392,121		$	3,519,848
Average equity		507,409			405,973			310,210
Net income		57,408			43,120			35,707
Return on average assets		1.12	%		0.98	%		1.01	%
Return on average common equity		11.31	%		10.62	%		11.51	%
Return on average total equity		11.31	%		10.62	%		11.51	%
Dividend payout ratio		6.58	%		8.22	%		7.46	%
Average equity to average assets ratio		9.94	%		9.24	%		8.81	%

160

VII. Short Term Borrowings.

The following tables present the information requested on short-term borrowings of the Company:

Short-term borrowings as of December 31, 2019, 2018, and 2017 are summarized as follows:

	2019		2018		2017
	(dollars in thousands)
Overnight repurchase agreements with customers	$	2,193	$	2,084	$	7,003
Federal funds purchased		11,230		26,690		6,990
	$	13,423	$	28,774	$	13,993

Information concerning overnight repurchase agreements with customers is summarized as follows:

	2019			2018			2017
	(dollars in thousands)
Average daily balance during the period	$	4,231		$	7,831		$	7,476
Average daily interest rate during the period		0.73	%		0.38	%		0.08	%
Maximum month-end balance during the period	$	4,177		$	10,392		$	11,829
Weighted average rate as of end of period		1.00	%		0.90	%		0.15	%
Securities underlying the agreements as of end of period:
Carrying value	$	4,110		$	24,316		$	20,894
Fair value		4,110			24,316			20,894

Information concerning federal funds purchased is summarized as follows:

	2019			2018			2017
	(dollars in thousands)
Average daily balance during the period	$	12,594		$	13,059		$	13,486
Average daily interest rate during the period		2.56	%		2.18	%		1.31	%
Maximum month-end balance during the period	$	17,010		$	32,330		$	33,650
Weighted average rate as of end of period		1.50	%		2.46	%		1.24	%

161