10-Q 1 qcrh20160818_10q.htm FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2016

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

For the transition period from to________

Commission file number 0-22208

QCR HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

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

3551 7th Street, Moline, Illinois 61265

(Address of principal executive offices, including zip code)

(309) 743-7724

(Registrant’s telephone number, including area code)

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

| Yes [ X ] No [ ]

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

| Yes [ X ] No [ ]

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

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

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

| Yes [ ] No [ X ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of November 2, 2016, the Registrant had outstanding 13,075,670 shares of common stock, $1.00 par value per share.

QCR HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

|  |  |  | Page Number(s)
Part I | FINANCIAL INFORMATION |  |
| Item 1 Consolidated Financial Statements (Unaudited) |  |
|  | Consolidated Balance Sheets As of September 30, 2016 and December 31, 2015 |  | 3
|  | Consolidated Statements of Income For the Three Months Ended September 30, 2016 and 2015 |  | 4
|  | Consolidated Statements of Income For the Nine Months Ended September 30, 2016 and 2015 |  | 5
|  | Consolidated Statements of Comprehensive Income For the Three and Nine Months Ended September 30, 2016 and 2015 |  | 6
|  | Consolidated Statements of Changes in Stockholders' Equity For the Three and Nine Months Ended September 30, 2016 and 2015 |  | 7
|  | Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2016 and 2015 |  | 9
|  | Notes to Consolidated Financial Statements |  |
|  | Note 1. Summary of Significant Accounting Policies |  | 11
|  | Note 2. Investment Securities |  | 13
|  | Note 3. Loans/Leases Receivable |  | 18
|  | Note 4. Borrowings |  | 28
|  | Note 5. Earnings Per Share |  | 30
|  | Note 6. Fair Value |  | 31
|  | Note 7. Business Segment Information |  | 34
|  | Note 8. Regulatory Capital Requirements |  | 36
|  | Note 9. Acquisition of Community State Bank and Common Stock Offering |  | 38
|  | Note 10. Related Party Transactions |  | 41
| Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations |  |
|  | Introduction |  | 42
|  | General |  | 42
|  | Executive Overview |  | 43
|  | Long-Term Financial Goals |  | 44
|  | Strategic Developments |  | 45
|  | GAAP to Non-GAAP Reconciliations |  | 47
|  | Net Interest Income (Tax Equivalent Basis) |  | 49
|  | Critical Accounting Policies |  | 54

1

|  | Results of Operations |  |
|  | Interest Income |  | 55
|  | Interest Expense |  | 55
|  | Provision for Loan/Lease Losses |  | 56
|  | Noninterest Income |  | 57
|  | Noninterest Expense |  | 61
|  | Income Taxes |  | 63
|  | Financial Condition |  | 64
|  | Investment Securities |  | 64
|  | Loans/Leases |  | 66
|  | Allowance for Estimated Losses on Loans/Leases |  | 68
|  | Nonperforming Assets |  | 70
|  | Deposits |  | 71
|  | Borrowings |  | 71
|  | Stockholders' Equity |  | 73
|  | Liquidity and Capital Resources |  | 73
|  | Special Note Concerning Forward-Looking Statements |  | 76
| Item 3 Quantitative and Qualitative Disclosures About Market Risk |  | 77
| Item 4 Controls and Procedures |  | 79
Part II | OTHER INFORMATION |  |
| Item 1 Legal Proceedings |  | 80
| Item 1A Risk Factors |  | 80
| Item 2 Unregistered Sales of Equity Securities and Use of Proceeds |  | 80
| Item 3 Defaults upon Senior Securities |  | 80
| Item 4 Mine Safety Disclosures |  | 80
| Item 5 Other Information |  | 80
| Item 6 Exhibits |  | 81
Signatures |  |  |  | 82

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

2

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of September 30, 2016 and December 31, 2015

|  | September 30, |  |  | December 31, |
|  | 2016 |  |  | 2015 |
ASSETS |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 61,213,134 |  |  | $ | 41,742,321 |
Federal funds sold |  |  | 21,022,000 |  |  |  | 19,850,000 |
Interest-bearing deposits at financial institutions |  |  | 75,025,417 |  |  |  | 36,313,965 |
Securities held to maturity, at amortized cost |  |  | 306,740,174 |  |  |  | 253,674,159 |
Securities available for sale, at fair value |  |  | 258,190,081 |  |  |  | 323,434,982 |
Total securities |  |  | 564,930,255 |  |  |  | 577,109,141 |
Loans receivable held for sale |  |  | 1,377,875 |  |  |  | 565,850 |
Loans/leases receivable held for investment |  |  | 2,359,222,637 |  |  |  | 1,797,456,825 |
Gross loans/leases receivable |  |  | 2,360,600,512 |  |  |  | 1,798,022,675 |
Less allowance for estimated losses on loans/leases |  |  | (28,826,835 | ) |  |  | (26,140,906 | )
Net loans/leases receivable |  |  | 2,331,773,677 |  |  |  | 1,771,881,769 |
Bank-owned life insurance |  |  | 56,810,035 |  |  |  | 55,485,655 |
Premises and equipment, net |  |  | 59,484,141 |  |  |  | 37,350,352 |
Restricted investment securities |  |  | 14,999,425 |  |  |  | 14,835,925 |
Other real estate owned, net |  |  | 5,807,603 |  |  |  | 7,150,658 |
Goodwill |  |  | 13,631,626 |  |  |  | 3,222,688 |
Core deposit intangible |  |  | 7,613,593 |  |  |  | 1,471,409 |
Other assets |  |  | 68,675,203 |  |  |  | 26,784,392 |
Total assets |  | $ | 3,280,986,109 |  |  | $ | 2,593,198,275 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |
LIABILITIES |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |
Noninterest-bearing |  | $ | 764,614,548 |  |  | $ | 615,292,211 |
Interest-bearing |  |  | 1,830,298,205 |  |  |  | 1,265,373,973 |
Total deposits |  |  | 2,594,912,753 |  |  |  | 1,880,666,184 |
Short-term borrowings |  |  | 60,015,417 |  |  |  | 144,662,716 |
Federal Home Loan Bank advances |  |  | 138,642,529 |  |  |  | 151,000,000 |
Other borrowings |  |  | 80,000,000 |  |  |  | 110,000,000 |
Junior subordinated debentures |  |  | 33,446,578 |  |  |  | 38,499,052 |
Other liabilities |  |  | 93,111,672 |  |  |  | 42,484,573 |
Total liabilities |  |  | 3,000,128,949 |  |  |  | 2,367,312,525 |
STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |
Preferred stock, $1 par value; shares authorized 250,000 |  |  | - |  |  |  | - |
September 2016 and December 2015 - No shares issued or outstanding |  |  |  |  |  |  |  |
Common stock, $1 par value; shares authorized 20,000,000 |  |  | 13,075,307 |  |  |  | 11,761,083 |
September 2016 - 13,075,307 shares issued and outstanding |  |  |  |  |  |  |  |
December 2015 - 11,761,083 shares issued and outstanding |  |  |  |  |  |  |  |
Additional paid-in capital |  |  | 155,950,678 |  |  |  | 123,282,851 |
Retained earnings |  |  | 110,610,144 |  |  |  | 92,965,645 |
Accumulated other comprehensive income (loss): |  |  |  |  |  |  |  |
Securities available for sale |  |  | 2,379,584 |  |  |  | (1,324,408 | )
Interest rate cap derivatives |  |  | (1,158,553 | ) |  |  | (799,421 | )
Total stockholders' equity |  |  | 280,857,160 |  |  |  | 225,885,750 |
Total liabilities and stockholders' equity |  | $ | 3,280,986,109 |  |  | $ | 2,593,198,275 |

See Notes to Consolidated Financial Statements (Unaudited)

3

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended September 30,

|  | 2016 |  |  | 2015 |
Interest and dividend income: |  |  |  |  |  |  |  |
Loans/leases, including fees |  | $ | 23,001,107 |  |  | $ | 19,278,335 |
Securities: |  |  |  |  |  |  |  |
Taxable |  |  | 1,057,204 |  |  |  | 1,639,534 |
Nontaxable |  |  | 2,510,169 |  |  |  | 2,021,804 |
Interest-bearing deposits at financial institutions |  |  | 103,216 |  |  |  | 66,604 |
Restricted investment securities |  |  | 132,047 |  |  |  | 127,172 |
Federal funds sold |  |  | 12,992 |  |  |  | 7,663 |
Total interest and dividend income |  |  | 26,816,735 |  |  |  | 23,141,112 |
Interest expense: |  |  |  |  |  |  |  |
Deposits |  |  | 1,472,031 |  |  |  | 1,140,419 |
Short-term borrowings |  |  | 12,541 |  |  |  | 63,815 |
Federal Home Loan Bank advances |  |  | 420,570 |  |  |  | 537,473 |
Other borrowings |  |  | 974,634 |  |  |  | 944,903 |
Junior subordinated debentures |  |  | 306,182 |  |  |  | 316,976 |
Total interest expense |  |  | 3,185,958 |  |  |  | 3,003,586 |
Net interest income |  |  | 23,630,777 |  |  |  | 20,137,526 |
Provision for loan/lease losses |  |  | 1,607,986 |  |  |  | 1,635,263 |
Net interest income after provision for loan/lease losses |  |  | 22,022,791 |  |  |  | 18,502,263 |
Noninterest income: |  |  |  |  |  |  |  |
Trust department fees |  |  | 1,518,600 |  |  |  | 1,531,964 |
Investment advisory and management fees |  |  | 765,977 |  |  |  | 782,442 |
Deposit service fees |  |  | 1,150,869 |  |  |  | 984,631 |
Gains on sales of residential real estate loans, net |  |  | 144,105 |  |  |  | 84,609 |
Gains on sales of government guaranteed portions of loans, net |  |  | 218,785 |  |  |  | 759,668 |
Swap fee income |  |  | 333,772 |  |  |  | 62,700 |
Securities gains, net |  |  | 4,251,773 |  |  |  | 56,580 |
Earnings on bank-owned life insurance |  |  | 450,251 |  |  |  | 407,018 |
Debit card fees |  |  | 475,182 |  |  |  | 333,144 |
Correspondent banking fees |  |  | 253,823 |  |  |  | 310,759 |
Participation service fees on commercial loan participations |  |  | 237,456 |  |  |  | 201,822 |
Fee income from early termination of leases |  |  | 95,129 |  |  |  | 89,332 |
Credit card issuing fees |  |  | 137,620 |  |  |  | 133,904 |
Lawsuit award |  |  | - |  |  |  | 387,045 |
Other |  |  | 390,059 |  |  |  | 277,068 |
Total noninterest income |  |  | 10,423,401 |  |  |  | 6,402,686 |
Noninterest expense: |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 11,202,460 |  |  |  | 10,583,361 |
Occupancy and equipment expense |  |  | 2,086,331 |  |  |  | 1,863,648 |
Professional and data processing fees |  |  | 1,931,329 |  |  |  | 1,742,268 |
Acquisition costs |  |  | 2,046,036 |  |  |  | - |
FDIC insurance, other insurance and regulatory fees |  |  | 582,835 |  |  |  | 702,136 |
Loan/lease expense |  |  | 102,678 |  |  |  | 90,415 |
Net cost of operations of other real estate |  |  | 133,055 |  |  |  | (1,117,671 | )
Advertising and marketing |  |  | 547,768 |  |  |  | 460,411 |
Postage and communications |  |  | 237,569 |  |  |  | 220,895 |
Stationery and supplies |  |  | 167,887 |  |  |  | 144,967 |
Bank service charges |  |  | 415,401 |  |  |  | 392,352 |
Losses on debt extinguishment, net |  |  | 4,137,310 |  |  |  | - |
Correspondent banking expense |  |  | 205,998 |  |  |  | 176,977 |
Other |  |  | 683,826 |  |  |  | 687,332 |
Total noninterest expense |  |  | 24,480,483 |  |  |  | 15,947,091 |
Net income before income taxes |  |  | 7,965,709 |  |  |  | 8,957,858 |
Federal and state income tax expense |  |  | 1,858,208 |  |  |  | 2,468,871 |
Net income |  | $ | 6,107,501 |  |  | $ | 6,488,987 |
Basic earnings per common share |  | $ | 0.47 |  |  | $ | 0.55 |
Diluted earnings per common share |  | $ | 0.46 |  |  | $ | 0.55 |
Weighted average common shares outstanding |  |  | 13,066,777 |  |  |  | 11,713,993 |
Weighted average common and common equivalent shares outstanding |  |  | 13,269,703 |  |  |  | 11,875,930 |
Cash dividends declared per common share |  | $ | 0.04 |  |  | $ | - |

See Notes to Consolidated Financial Statements (Unaudited)

4

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Nine Months Ended September 30,

|  | 2016 |  |  | 2015 |
Interest and dividend income: |  |  |  |  |  |  |  |
Loans/leases, including fees |  | $ | 62,939,656 |  |  | $ | 55,528,578 |
Securities: |  |  |  |  |  |  |  |
Taxable |  |  | 3,605,948 |  |  |  | 5,317,794 |
Nontaxable |  |  | 7,028,387 |  |  |  | 5,642,692 |
Interest-bearing deposits at financial institutions |  |  | 225,775 |  |  |  | 208,323 |
Restricted investment securities |  |  | 396,157 |  |  |  | 377,651 |
Federal funds sold |  |  | 36,155 |  |  |  | 18,416 |
Total interest and dividend income |  |  | 74,232,078 |  |  |  | 67,093,454 |
Interest expense: |  |  |  |  |  |  |  |
Deposits |  |  | 4,106,227 |  |  |  | 3,296,351 |
Short-term borrowings |  |  | 73,672 |  |  |  | 181,084 |
Federal Home Loan Bank advances |  |  | 1,278,207 |  |  |  | 2,982,834 |
Other borrowings |  |  | 2,624,154 |  |  |  | 3,285,231 |
Junior subordinated debentures |  |  | 912,706 |  |  |  | 937,375 |
Total interest expense |  |  | 8,994,966 |  |  |  | 10,682,875 |
Net interest income |  |  | 65,237,112 |  |  |  | 56,410,579 |
Provision for loan/lease losses |  |  | 4,878,821 |  |  |  | 5,694,384 |
Net interest income after provision for loan/lease losses |  |  | 60,358,291 |  |  |  | 50,716,195 |
Noninterest income: |  |  |  |  |  |  |  |
Trust department fees |  |  | 4,606,590 |  |  |  | 4,676,535 |
Investment advisory and management fees |  |  | 2,117,100 |  |  |  | 2,250,918 |
Deposit service fees |  |  | 3,028,758 |  |  |  | 2,790,456 |
Gains on sales of residential real estate loans, net |  |  | 288,904 |  |  |  | 266,284 |
Gains on sales of government guaranteed portions of loans, net |  |  | 2,701,203 |  |  |  | 899,987 |
Swap fee income |  |  | 1,358,312 |  |  |  | 1,182,630 |
Securities gains, net |  |  | 4,628,283 |  |  |  | 473,513 |
Earnings on bank-owned life insurance |  |  | 1,324,380 |  |  |  | 1,318,909 |
Debit card fees |  |  | 1,126,581 |  |  |  | 912,030 |
Correspondent banking fees |  |  | 800,892 |  |  |  | 915,759 |
Participation service fees on commercial loan participations |  |  | 694,175 |  |  |  | 647,598 |
Fee income from early termination of leases |  |  | 172,922 |  |  |  | 250,892 |
Credit card issuing fees |  |  | 413,348 |  |  |  | 403,713 |
Lawsuit award |  |  | - |  |  |  | 387,045 |
Other |  |  | 746,827 |  |  |  | 775,142 |
Total noninterest income |  |  | 24,008,275 |  |  |  | 18,151,411 |
Noninterest expense: |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 32,920,840 |  |  |  | 32,709,765 |
Occupancy and equipment expense |  |  | 5,797,875 |  |  |  | 5,507,533 |
Professional and data processing fees |  |  | 4,921,064 |  |  |  | 4,683,480 |
Acquisition costs |  |  | 2,401,005 |  |  |  | - |
FDIC insurance, other insurance and regulatory fees |  |  | 1,866,804 |  |  |  | 2,151,756 |
Loan/lease expense |  |  | 419,846 |  |  |  | 601,888 |
Net cost of operations of other real estate |  |  | 513,149 |  |  |  | (1,088,696 | )
Advertising and marketing |  |  | 1,367,478 |  |  |  | 1,368,152 |
Postage and communications |  |  | 711,226 |  |  |  | 683,993 |
Stationery and supplies |  |  | 490,682 |  |  |  | 424,330 |
Bank service charges |  |  | 1,246,682 |  |  |  | 1,088,806 |
Losses on debt extinguishment, net |  |  | 4,220,507 |  |  |  | 6,894,185 |
Correspondent banking expense |  |  | 564,763 |  |  |  | 517,770 |
Other |  |  | 1,736,813 |  |  |  | 1,775,637 |
Total noninterest expense |  |  | 59,178,734 |  |  |  | 57,318,599 |
Net income before income taxes |  |  | 25,187,832 |  |  |  | 11,549,007 |
Federal and state income tax expense |  |  | 6,030,375 |  |  |  | 1,405,949 |
Net income |  | $ | 19,157,457 |  |  | $ | 10,143,058 |
Basic earnings per common share |  | $ | 1.55 |  |  | $ | 1.03 |
Diluted earnings per common share |  | $ | 1.52 |  |  | $ | 1.01 |
Weighted average common shares outstanding |  |  | 12,398,491 |  |  |  | 9,878,882 |
Weighted average common and common equivalent shares outstanding |  |  | 12,580,042 |  |  |  | 10,024,441 |
Cash dividends declared per common share |  | $ | 0.12 |  |  | $ | 0.04 |

See Notes to Consolidated Financial Statements (Unaudited)

5

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three and Nine Months Ended September 30, 2016 and 2015

|  | Three Months Ended September 30, |
|  | 2016 |  |  | 2015 |
Net income |  | $ | 6,107,501 |  |  | $ | 6,488,987 |
Other comprehensive income (loss): |  |  |  |  |  |  |  |
Unrealized gains (losses) on securities available for sale: |  |  |  |  |  |  |  |
Unrealized holding gains arising during the period before tax |  |  | 3,682,514 |  |  |  | 4,155,252 |
Less reclassification adjustment for gains included in net income before tax |  |  | 4,251,773 |  |  |  | 56,580 |
|  |  | (569,259 | ) |  |  | 4,098,672 |
Unrealized losses on interest rate cap derivatives: |  |  |  |  |  |  |  |
Unrealized holding losses arising during the period before tax |  |  | (16,327 | ) |  |  | (419,219 | )
Less reclassification adjustment for ineffectiveness and caplet amortization before tax |  |  | 33,246 |  |  |  | 20,099 |
|  |  | (49,573 | ) |  |  | (439,318 | )
Other comprehensive income (loss), before tax |  |  | (618,832 | ) |  |  | 3,659,354 |
Tax expense (benefit) |  |  | (257,648 | ) |  |  | 1,402,871 |
Other comprehensive income (loss), net of tax |  |  | (361,184 | ) |  |  | 2,256,483 |
Comprehensive income |  | $ | 5,746,317 |  |  | $ | 8,745,470 |

|  | Nine Months Ended September 30, |
|  | 2016 |  |  | 2015 |
Net income |  | $ | 19,157,457 |  |  | $ | 10,143,058 |
Other comprehensive income: |  |  |  |  |  |  |  |
Unrealized gains on securities available for sale: |  |  |  |  |  |  |  |
Unrealized holding gains arising during the period before tax |  |  | 10,628,032 |  |  |  | 4,598,599 |
Less reclassification adjustment for gains included in net income before tax |  |  | 4,628,283 |  |  |  | 473,513 |
|  |  | 5,999,749 |  |  |  | 4,125,086 |
Unrealized losses on interest rate cap derivatives: |  |  |  |  |  |  |  |
Unrealized holding losses arising during the period before tax |  |  | (552,510 | ) |  |  | (672,169 | )
Less reclassification adjustment for ineffectiveness and caplet amortization before tax |  |  | 82,281 |  |  |  | 30,562 |
|  |  | (634,791 | ) |  |  | (702,731 | )
Other comprehensive income, before tax |  |  | 5,364,958 |  |  |  | 3,422,355 |
Tax expense |  |  | 2,020,098 |  |  |  | 1,323,928 |
Other comprehensive income, net of tax |  |  | 3,344,860 |  |  |  | 2,098,427 |
Comprehensive income |  | $ | 22,502,317 |  |  | $ | 12,241,485 |

See Notes to Consolidated Financial Statements (Unaudited)

6

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

Three and Nine Months Ended September 30, 2016 and 2015

|  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |
|  |  |  |  |  | Additional |  |  |  |  |  |  | Other |  |  |  |  |
|  | Common |  |  | Paid-In |  |  | Retained |  |  | Comprehensive |  |  |  |  |
|  | Stock |  |  | Capital |  |  | Earnings |  |  | Income (Loss) |  |  | Total |
Balance December 31, 2015 |  | $ | 11,761,083 |  |  | $ | 123,282,851 |  |  | $ | 92,965,645 |  |  | $ | (2,123,829 | ) |  | $ | 225,885,750 |
Net income |  |  | - |  |  |  | - |  |  |  | 6,373,489 |  |  |  | - |  |  |  | 6,373,489 |
Other comprehensive income, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,525,411 |  |  |  | 2,525,411 |
Common cash dividends declared, $0.04 per share |  |  | - |  |  |  | - |  |  |  | (470,873 | ) |  |  | - |  |  |  | (470,873 | )
Proceeds from issuance of 5,054 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan |  |  | 5,054 |  |  |  | 94,560 |  |  |  | - |  |  |  | - |  |  |  | 99,614 |
Proceeds from issuance of 46,020 shares of common stock as a result of stock options exercised |  |  | 46,020 |  |  |  | 729,473 |  |  |  | - |  |  |  | - |  |  |  | 775,493 |
Stock compensation expense |  |  | - |  |  |  | 382,761 |  |  |  |  |  |  |  |  |  |  |  | 382,761 |
Tax benefit of nonqualified stock options exercised |  |  | - |  |  |  | 22,508 |  |  |  | - |  |  |  | - |  |  |  | 22,508 |
Restricted stock awards |  |  | 22,382 |  |  |  | (22,382 | ) |  |  | - |  |  |  | - |  |  |  | - |
Exchange of 15,689 shares of common stock in connection with stock options exercised |  |  | (15,689 | ) |  |  | (346,834 | ) |  |  |  |  |  |  |  |  |  |  | (362,523 | )
Exchange of 3,939 shares of common stock in connection with restricted stock vested, net |  |  | (3,939 | ) |  |  | (84,972 | ) |  |  | - |  |  |  | - |  |  |  | (88,911 | )
Balance March 31, 2016 |  | $ | 11,814,911 |  |  | $ | 124,057,965 |  |  | $ | 98,868,261 |  |  | $ | 401,582 |  |  | $ | 235,142,719 |
Net income |  |  | - |  |  |  | - |  |  |  | 6,676,467 |  |  |  | - |  |  |  | 6,676,467 |
Other comprehensive income, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,180,633 |  |  |  | 1,180,633 |
Common cash dividends declared, $0.04 per share |  |  | - |  |  |  | - |  |  |  | (520,701 | ) |  |  | - |  |  |  | (520,701 | )
Proceeds from the issuance of 1,215,000 shares of common stock, net of issuance costs |  |  | 1,215,000 |  |  |  | 28,613,916 |  |  |  | - |  |  |  | - |  |  |  | 29,828,916 |
Proceeds from issuance of 6,982 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan |  |  | 6,982 |  |  |  | 142,887 |  |  |  | - |  |  |  | - |  |  |  | 149,869 |
Proceeds from issuance of 20,975 shares of common stock as a result of stock options exercised |  |  | 20,975 |  |  |  | 230,671 |  |  |  | - |  |  |  | - |  |  |  | 251,646 |
Tax basis adjustment related to the acquisition of noncontrolling interest in m2 Lease Funds |  |  | - |  |  |  | 2,132,415 |  |  |  | - |  |  |  | - |  |  |  | 2,132,415 |
Stock compensation expense |  |  | - |  |  |  | 187,569 |  |  |  |  |  |  |  |  |  |  |  | 187,569 |
Tax benefit of nonqualified stock options exercised |  |  | - |  |  |  | 87,858 |  |  |  | - |  |  |  | - |  |  |  | 87,858 |
Restricted stock awards |  |  | (500 | ) |  |  | 500 |  |  |  | - |  |  |  | - |  |  |  | - |
Balance June 30, 2016 |  | $ | 13,057,368 |  |  | $ | 155,453,781 |  |  | $ | 105,024,027 |  |  | $ | 1,582,215 |  |  | $ | 275,117,391 |
Net income |  |  | - |  |  |  | - |  |  |  | 6,107,501 |  |  |  | - |  |  |  | 6,107,501 |
Other comprehensive loss, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (361,184 | ) |  |  | (361,184 | )
Common cash dividends declared, $0.04 per share |  |  | - |  |  |  | - |  |  |  | (521,384 | ) |  |  | - |  |  |  | (521,384 | )
Proceeds from issuance of 4,085 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan |  |  | 4,085 |  |  |  | 85,217 |  |  |  | - |  |  |  | - |  |  |  | 89,302 |
Proceeds from issuance of 14,692 shares of common stock as a result of stock options exercised |  |  | 14,692 |  |  |  | 173,890 |  |  |  | - |  |  |  | - |  |  |  | 188,582 |
Stock compensation expense |  |  | - |  |  |  | 190,211 |  |  |  | - |  |  |  | - |  |  |  | 190,211 |
Tax benefit of nonqualified stock options exercised |  |  | - |  |  |  | 72,694 |  |  |  | - |  |  |  | - |  |  |  | 72,694 |
Exchange of 838 shares of common stock in connection with stock options exercised |  |  | (838 | ) |  |  | (25,115 | ) |  |  | - |  |  |  | - |  |  |  | (25,953 | )
Balance September 30, 2016 |  | $ | 13,075,307 |  |  | $ | 155,950,678 |  |  | $ | 110,610,144 |  |  | $ | 1,221,031 |  |  | $ | 280,857,160 |

(Continued)

7

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - continued

Three and Nine Months Ended September 30, 2016 and 2015

|  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Additional |  |  |  |  |  |  | Other |  |  |  |  |  |  |  |  |
|  | Common |  |  | Paid-In |  |  | Retained |  |  | Comprehensive |  |  | Treasury |  |  |  |  |
|  | Stock |  |  | Capital |  |  | Earnings |  |  | Income (Loss) |  |  | Stock |  |  | Total |
Balance December 31, 2014 |  | $ | 8,074,443 |  |  | $ | 61,668,968 |  |  | $ | 77,876,824 |  |  | $ | (1,935,216 | ) |  | $ | (1,606,510 | ) |  | $ | 144,078,509 |
Net income |  |  | - |  |  |  | - |  |  |  | 4,177,889 |  |  |  | - |  |  |  | - |  |  |  | 4,177,889 |
Other comprehensive income, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,220,865 |  |  |  | - |  |  |  | 2,220,865 |
Proceeds from issuance of 5,679 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan |  |  | 5,679 |  |  |  | 82,641 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 88,320 |
Proceeds from issuance of 9,688 shares of common stock as a result of stock options exercised |  |  | 9,688 |  |  |  | 94,728 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 104,416 |
Stock compensation expense |  |  | - |  |  |  | 367,775 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 367,775 |
Tax benefit of nonqualified stock options exercised |  |  | - |  |  |  | 15,651 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,651 |
Exchange of 3,272 shares of common stock in connection with restricted stock vested, net |  |  | (3,272 | ) |  |  | (54,188 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (57,460 | )
Restricted stock awards |  |  | 26,502 |  |  |  | (26,502 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance March 31, 2015 |  | $ | 8,113,040 |  |  | $ | 62,149,073 |  |  | $ | 82,054,713 |  |  | $ | 285,649 |  |  | $ | (1,606,510 | ) |  | $ | 150,995,965 |
Net loss |  |  | - |  |  |  | - |  |  |  | (523,818 | ) |  |  | - |  |  |  | - |  |  |  | (523,818 | )
Other comprehensive loss, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,378,921 | ) |  |  | - |  |  |  | (2,378,921 | )
Common cash dividends declared, $0.04 per share |  |  | - |  |  |  | - |  |  |  | (464,706 | ) |  |  | - |  |  |  | - |  |  |  | (464,706 | )
Proceeds from issuance of 3,680,000 shares of common stock, net of issuance costs |  |  | 3,680,000 |  |  |  | 59,804,123 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 63,484,123 |
Proceeds from issuance of 8,558 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan |  |  | 8,558 |  |  |  | 128,927 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 137,485 |
Proceeds from issuance of 17,240 shares of common stock as a result of stock options exercised |  |  | 17,240 |  |  |  | 238,717 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 255,957 |
Tax benefit of nonqualified stock options exercised |  |  | - |  |  |  | 15,827 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,827 |
Exchange of 630 shares of common stock in connection with stock options exercised |  |  | (630 | ) |  |  | (10,616 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (11,246 | )
Stock compensation expense |  |  | - |  |  |  | 186,751 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 186,751 |
Restricted stock awards |  |  | 1,616 |  |  |  | (1,616 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance June 30, 2015 |  | $ | 11,819,824 |  |  | $ | 122,511,186 |  |  | $ | 81,066,189 |  |  | $ | (2,093,272 | ) |  | $ | (1,606,510 | ) |  | $ | 211,697,417 |
Net income |  |  | - |  |  |  | - |  |  |  | 6,488,987 |  |  |  | - |  |  |  | - |  |  |  | 6,488,987 |
Other comprehensive income, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,256,483 |  |  |  | - |  |  |  | 2,256,483 |
Adjustment to common cash dividends declared |  |  | - |  |  |  | - |  |  |  | (1,393 | ) |  |  | - |  |  |  | - |  |  |  | (1,393 | )
Proceeds from issuance of 5,394 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan |  |  | 5,394 |  |  |  | 81,309 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 86,703 |
Proceeds from issuance of 24,711 shares of common stock as a result of stock options exercised |  |  | 24,711 |  |  |  | 318,732 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 343,443 |
Tax benefit of nonqualified stock options exercised |  |  | - |  |  |  | 39,632 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 39,632 |
Retirement of treasury stock, 121,246 shares of common stock |  |  | (121,246 | ) |  |  | (580,886 | ) |  |  | (904,378 | ) |  |  | - |  |  |  | 1,606,510 |  |  |  | - |
Stock compensation expense |  |  | - |  |  |  | 203,967 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 203,967 |
Restricted stock awards |  |  | 228 |  |  |  | (228 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance September 30, 2015 |  | $ | 11,728,911 |  |  | $ | 122,573,712 |  |  | $ | 86,649,405 |  |  | $ | 163,211 |  |  | $ | - |  |  | $ | 221,115,239 |

See Notes to Consolidated Financial Statements (Unaudited)

8

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30, 2016 and 2015

|  | 2016 |  |  | 2015 |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |
Net income |  | $ | 19,157,457 |  |  | $ | 10,143,058 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation |  |  | 2,422,257 |  |  |  | 2,283,558 |
Provision for loan/lease losses |  |  | 4,878,821 |  |  |  | 5,694,384 |
Stock-based compensation expense |  |  | 760,541 |  |  |  | 758,493 |
Deferred compensation expense accrued |  |  | 910,439 |  |  |  | 767,292 |
Losses (gains) on other real estate owned, net |  |  | 130,280 |  |  |  | (1,204,016 | )
Amortization of premiums on securities, net |  |  | 968,553 |  |  |  | 756,876 |
Securities gains, net |  |  | (4,628,283 | ) |  |  | (473,513 | )
Loans originated for sale |  |  | (57,160,485 | ) |  |  | (29,968,289 | )
Proceeds on sales of loans |  |  | 59,838,717 |  |  |  | 31,154,335 |
Gains on sales of residential real estate loans |  |  | (288,904 | ) |  |  | (266,284 | )
Gains on sales of government guaranteed portions of loans |  |  | (2,701,203 | ) |  |  | (899,987 | )
Losses on debt extinguishment, net |  |  | 4,220,507 |  |  |  | 6,894,185 |
Amortization of core deposit intangible |  |  | 210,469 |  |  |  | 149,634 |
Accretion of acquisition fair value adjustments, net |  |  | (690,379 | ) |  |  | (334,990 | )
Increase in cash value of bank-owned life insurance |  |  | (1,324,380 | ) |  |  | (1,318,909 | )
Increase in other assets |  |  | (2,480,461 | ) |  |  | (5,211,555 | )
Decrease in other liabilities |  |  | 1,614,477 |  |  |  | 4,269,482 |
Net cash provided by operating activities |  | $ | 25,838,423 |  |  | $ | 23,193,754 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |
Net decrease (increase) in federal funds sold |  |  | (474,000 | ) |  |  | 12,450,000 |
Net decrease (increase) in interest-bearing deposits at financial institutions |  |  | (23,981,295 | ) |  |  | 3,059,051 |
Proceeds from sales of other real estate owned |  |  | 1,913,775 |  |  |  | 6,774,151 |
Activity in securities portfolio: |  |  |  |  |  |  |  |
Purchases |  |  | (111,622,489 | ) |  |  | (200,249,686 | )
Calls, maturities and redemptions |  |  | 109,421,584 |  |  |  | 187,029,003 |
Paydowns |  |  | 21,939,878 |  |  |  | 11,859,406 |
Sales |  |  | 87,772,898 |  |  |  | 65,889,838 |
Activity in restricted investment securities: |  |  |  |  |  |  |  |
Purchases |  |  | (25,700 | ) |  |  | (2,806,650 | )
Redemptions |  |  | 1,375,100 |  |  |  | 3,435,200 |
Net increase in loans/leases originated and held for investment |  |  | (144,605,204 | ) |  |  | (129,356,790 | )
Purchase of premises and equipment |  |  | (3,871,166 | ) |  |  | (4,327,671 | )
Net cash paid for Community State Bank acquisition |  |  | (69,905,355 | ) |  |  | - |
Net cash used in investing activities |  | $ | (132,061,974 | ) |  | $ | (46,244,148 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |
Net increase in deposit accounts |  |  | 227,918,002 |  |  |  | 175,656,866 |
Net decrease in short-term borrowings |  |  | (84,647,299 | ) |  |  | (100,787,458 | )
Activity in Federal Home Loan Bank advances: |  |  |  |  |  |  |  |
Term advances |  |  | - |  |  |  | 5,000,000 |
Calls and maturities |  |  | (19,000,000 | ) |  |  | (24,000,000 | )
Net change in short-term and overnight advances |  |  | 1,300,000 |  |  |  | 24,000,000 |
Prepayments |  |  | (10,524,197 | ) |  |  | (81,192,185 | )
Activity in other borrowings: |  |  |  |  |  |  |  |
Proceeds from other borrowings |  |  | 35,000,000 |  |  |  | - |
Calls, maturities and scheduled principal payments |  |  | - |  |  |  | (7,350,000 | )
Prepayments |  |  | (50,320,407 | ) |  |  | (29,177,000 | )
Retirement of junior subordinated debentures |  |  | (3,955,000 | ) |  |  | - |
Payment of cash dividends on common stock |  |  | (1,460,157 | ) |  |  | (782,054 | )
Net proceeds from the common stock offering, 3,680,000 shares issued |  |  | - |  |  |  | 63,484,123 |
Net proceeds from the common stock offering, 1,215,000 shares issued |  |  | 29,828,916 |  |  |  | - |
Proceeds from issuance of common stock, net |  |  | 1,554,506 |  |  |  | 1,016,324 |
Net cash provided by financing activities |  | $ | 125,694,364 |  |  | $ | 25,868,616 |
Net increase in cash and due from banks |  |  | 19,470,813 |  |  |  | 2,818,222 |
Cash and due from banks, beginning |  |  | 41,742,321 |  |  |  | 38,235,019 |
Cash and due from banks, ending |  | $ | 61,213,134 |  |  | $ | 41,053,241 |

(Continued)

9

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued

Nine Months Ended September 30, 2016 and 2015

|  | 2016 |  |  | 2015 |
Supplemental disclosure of cash flow information, cash payments for: |  |  |  |  |  |  |  |
Interest |  | $ | 9,081,850 |  |  | $ | 10,880,589 |
Income/franchise taxes |  | $ | 9,487,002 |  |  | $ | 1,985,275 |
Supplemental schedule of noncash investing activities: |  |  |  |  |  |  |  |
Change in accumulated other comprehensive income, unrealized gains on securities available for sale and derivative instruments, net |  | $ | 3,344,860 |  |  | $ | 2,098,427 |
Exchange of shares of common stock in connection with payroll taxes for restricted stock and in connection with stock options exercised |  | $ | (477,387 | ) |  | $ | (68,706 | )
Tax benefit of nonqualified stock options exercised |  | $ | 183,060 |  |  | $ | 71,110 |
Transfers of loans to other real estate owned |  | $ | 51,000 |  |  | $ | 942,782 |
Due from broker for sales of securities |  | $ | 32,078,011 |  |  | $ | - |
Due to broker for purchases of securities |  | $ | 15,190,000 |  |  | $ | - |
Due to counterparties for prepayment of FHLB advances and other borrowings |  | $ | (24,575,903 | ) |  | $ | - |
Tax basis adjustment related to the acquisition of noncontrolling interest in m2 Lease Funds |  | $ | 2,132,415 |  |  | $ | - |
Supplemental disclosure of cash flow information for Community State Bank acquisition: |  |  |  |  |  |  |  |
Fair value of assets acquired: |  |  |  |  |  |  |  |
Cash and due from banks * |  | $ | 10,094,645 |  |  | $ | - |
Federal funds sold |  |  | 698,000 |  |  |  | - |
Interest-bearing deposits at financial institutions |  |  | 14,730,157 |  |  |  | - |
Securities |  |  | 102,640,029 |  |  |  | - |
Loans/leases receivable held for investment, net |  |  | 419,029,277 |  |  |  | - |
Premises and equipment, net |  |  | 20,684,880 |  |  |  | - |
Core deposit intangible |  |  | 6,352,653 |  |  |  | - |
Restricted investment securities |  |  | 1,512,900 |  |  |  | - |
Other real estate owned |  |  | 650,000 |  |  |  | - |
Other assets |  |  | 4,763,224 |  |  |  | - |
Total assets acquired |  | $ | 581,155,765 |  |  | $ | - |
Fair value of liabilities assumed: |  |  |  |  |  |  |  |
Deposits |  | $ | 486,298,262 |  |  | $ | - |
FHLB advances |  |  | 20,368,877 |  |  |  | - |
Other liabilities |  |  | 4,897,564 |  |  |  | - |
Total liabilities assumed |  | $ | 511,564,703 |  |  | $ | - |
Net assets acquired |  | $ | 69,591,062 |  |  | $ | - |
Consideration paid: |  |  |  |  |  |  |  |
Cash paid * |  | $ | 80,000,000 |  |  | $ | - |
Total consideration paid |  | $ | 80,000,000 |  |  | $ | - |
Goodwill |  | $ | 10,408,938 |  |  | $ | - |

* Net cash paid at closing totaled $69,905,355

See Notes to Consolidated Financial Statements (Unaudited)

10

Part I

Item 1

QCR HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2016

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation: The interim unaudited consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2016. Accordingly, footnote disclosures, which would substantially duplicate the disclosures contained in the audited consolidated financial statements, have been omitted.

The financial information of the Company included herein has been prepared in accordance with U.S. GAAP for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Any differences appearing between the numbers presented in financial statements and management’s discussion and analysis are due to rounding. The results of the interim period ended September 30, 2016, are not necessarily indicative of the results expected for the year ending December 31, 2016, or for any other period.

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

Allowance: Allowance for estimated losses on loans/leases | FRB: Federal Reserve Bank of Chicago
AOCI: Accumulated other comprehensive income (loss) | GAAP: Generally Accepted Accounting Principles
AFS: Available for sale | HTM: Held to maturity
ASC: Accounting Standards Codification | m2: m2 Lease Funds, LLC
ASC 805: Business Combinations Standard | MD&A: Management's Discussion & Analysis
ASU: Accounting Standards Update | NIM: Net interest margin
BOLI: Bank-owned life insurance | NPA: Nonperforming asset
Caps: Interest rate cap derivatives | NPL: Nonperforming loan
Community National: Community National Bancorporation | OREO: Other real estate owned
CNB: Community National Bank | OTTI: Other-than-temporary impairment
CRBT: Cedar Rapids Bank & Trust Company | PCI: Purchased credit impaired
CRE: Commercial real estate | Provision: Provision for loan/lease losses
CSB: Community State Bank | QCBT: Quad City Bank & Trust Company
C&I: Commercial and industrial | RB&T: Rockford Bank & Trust Company
Dodd-Frank Act: Dodd-Frank Wall Street Reform and | ROAA: Return on Average Assets
Consumer Protection Act | SBA: U.S. Small Business Administration
EPS: Earnings per share | SEC: Securities and Exchange Commission
Exchange Act: Securities Exchange Act of 1934, as amended | TA: Tangible assets
FASB: Financial Accounting Standards Board | TCE: Tangible common equity
FDIC: Federal Deposit Insurance Corporation | TDRs: Troubled debt restructurings
FHLB: Federal Home Loan Bank | The Company: QCR Holdings, Inc.
| USDA: U.S. Department of Agriculture

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

The acquisition of CSB closed on August 31, 2016. CSB is headquartered in Ankeny, Iowa. The financial results of CSB for the period since acquisition are included in this report. See Note 9 to the Consolidated Financial Statements for additional information.

11

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

In January 2016, FASB issued ASU 2016-01, Financial Instruments – Overall. ASU 2016-01 makes targeted adjustments to GAAP by eliminating the AFS classification for equity securities and requiring equity investments to be measured at fair value with changes in fair value recognized in net income. The standard also requires public business entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes. The standard clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to AFS securities in combination with the entity’s other deferred tax assets. It also requires an entity to present separately (within other comprehensive income) the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Additionally, the standard eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of analyzing the impact of adoption.

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

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation. ASU 2016-09 aims to simplify the accounting for companies that issue share-based payment awards to their employees. Simplification includes the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows of share-based payment awards. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years and it is not expected to have a significant impact on the Company’s consolidated financial statements.

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

12

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

NOTE 2 – INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of September 30, 2016 and December 31, 2015 are summarized as follows:

|  |  |  |  |  | Gross |  |  | Gross |  |  |  |  |
|  | Amortized |  |  | Unrealized |  |  | Unrealized |  |  | Fair |
|  | Cost |  |  | Gains |  |  | (Losses) |  |  | Value |
September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities HTM: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Municipal securities |  | $ | 305,690,174 |  |  | $ | 5,533,151 |  |  | $ | (778,982 | ) |  | $ | 310,444,343 |
Other securities |  |  | 1,050,000 |  |  |  | - |  |  |  | - |  |  |  | 1,050,000 |
|  | $ | 306,740,174 |  |  | $ | 5,533,151 |  |  | $ | (778,982 | ) |  | $ | 311,494,343 |
Securities AFS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  | $ | 66,966,328 |  |  | $ | 992,084 |  |  | $ | (73,463 | ) |  | $ | 67,884,949 |
Residential mortgage-backed and related securities |  |  | 131,496,011 |  |  |  | 1,824,345 |  |  |  | (147,552 | ) |  |  | 133,172,804 |
Municipal securities |  |  | 53,887,898 |  |  |  | 816,063 |  |  |  | (63,499 | ) |  |  | 54,640,462 |
Other securities |  |  | 2,002,113 |  |  |  | 492,980 |  |  |  | (3,227 | ) |  |  | 2,491,866 |
|  | $ | 254,352,350 |  |  | $ | 4,125,472 |  |  | $ | (287,741 | ) |  | $ | 258,190,081 |
December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities HTM: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Municipal securities |  | $ | 252,624,159 |  |  | $ | 3,190,558 |  |  | $ | (1,173,432 | ) |  | $ | 254,641,285 |
Other securities |  |  | 1,050,000 |  |  |  | - |  |  |  | - |  |  |  | 1,050,000 |
|  | $ | 253,674,159 |  |  | $ | 3,190,558 |  |  | $ | (1,173,432 | ) |  | $ | 255,691,285 |
Securities AFS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  | $ | 216,281,416 |  |  | $ | 104,524 |  |  | $ | (2,848,561 | ) |  | $ | 213,537,379 |
Residential mortgage-backed and related securities |  |  | 81,442,479 |  |  |  | 511,095 |  |  |  | (1,283,439 | ) |  |  | 80,670,135 |
Municipal securities |  |  | 26,764,981 |  |  |  | 872,985 |  |  |  | (59,378 | ) |  |  | 27,578,588 |
Other securities |  |  | 1,108,124 |  |  |  | 540,919 |  |  |  | (163 | ) |  |  | 1,648,880 |
|  | $ | 325,597,000 |  |  | $ | 2,029,523 |  |  | $ | (4,191,541 | ) |  | $ | 323,434,982 |

13

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

The Company’s residential mortgage-backed and related securities portfolio consists entirely of government sponsored or government guaranteed securities. The Company has not invested in 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 September 30, 2016 and December 31, 2015, 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 |
September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities HTM: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Municipal securities |  | $ | 23,632,888 |  |  | $ | (251,558 | ) |  | $ | 14,150,396 |  |  | $ | (527,424 | ) |  | $ | 37,783,284 |  |  | $ | (778,982 | )
Securities AFS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  | $ | 9,547,746 |  |  | $ | (73,463 | ) |  | $ | - |  |  | $ | - |  |  | $ | 9,547,746 |  |  | $ | (73,463 | )
Residential mortgage-backed and related securities |  |  | 9,326,000 |  |  |  | (78,305 | ) |  |  | 8,464,738 |  |  |  | (69,247 | ) |  |  | 17,790,738 |  |  |  | (147,552 | )
Municipal securities |  |  | 25,921,780 |  |  |  | (49,087 | ) |  |  | 846,894 |  |  |  | (14,412 | ) |  |  | 26,768,674 |  |  |  | (63,499 | )
Other securities |  |  | 641,430 |  |  |  | (3,227 | ) |  |  | - |  |  |  | - |  |  |  | 641,430 |  |  |  | (3,227 | )
|  | $ | 45,436,956 |  |  | $ | (204,082 | ) |  | $ | 9,311,632 |  |  | $ | (83,659 | ) |  | $ | 54,748,588 |  |  | $ | (287,741 | )
December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities HTM: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Municipal securities |  | $ | 14,803,408 |  |  | $ | (294,438 | ) |  | $ | 19,927,581 |  |  | $ | (878,994 | ) |  | $ | 34,730,989 |  |  | $ | (1,173,432 | )
Securities AFS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  | $ | 112,900,327 |  |  | $ | (1,397,591 | ) |  | $ | 64,476,661 |  |  | $ | (1,450,970 | ) |  | $ | 177,376,988 |  |  | $ | (2,848,561 | )
Residential mortgage-backed and related securities |  |  | 40,356,921 |  |  |  | (730,466 | ) |  |  | 19,836,637 |  |  |  | (552,973 | ) |  |  | 60,193,558 |  |  |  | (1,283,439 | )
Municipal securities |  |  | 2,220,800 |  |  |  | (31,807 | ) |  |  | 848,329 |  |  |  | (27,571 | ) |  |  | 3,069,129 |  |  |  | (59,378 | )
Other securities |  |  | 411 |  |  |  | (163 | ) |  |  | - |  |  |  | - |  |  |  | 411 |  |  |  | (163 | )
|  | $ | 155,478,459 |  |  | $ | (2,160,027 | ) |  | $ | 85,161,627 |  |  | $ | (2,031,514 | ) |  | $ | 240,640,086 |  |  | $ | (4,191,541 | )

At September 30, 2016, the investment portfolio included 526 securities. Of this number, 92 securities were in an unrealized loss position. The aggregate losses of these securities totaled less than 1% of the total amortized cost of the portfolio. Of these 92 securities, 17 securities had an unrealized loss for twelve months or more. All of the debt securities in unrealized loss positions are considered acceptable credit risks. Based upon an evaluation of the available evidence, including the recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary. In addition, the Company does not intend to sell these securities and it is not more-likely-than-not that the Company will be required to sell these debt securities before their anticipated recovery. At September 30, 2016 and December 31, 2015, equity securities represented less than 1% of the total portfolio.

The Company did not recognize OTTI on any debt or equity securities for the three or nine months ended September 30, 2016 and 2015.

14

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

All sales of securities for the three and nine months ended September 30, 2016 and 2015, respectively, were from securities identified as AFS. Information on proceeds received, as well as pre-tax gross gains and losses from sales on those securities are as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2016 |  |  | September 30, 2015 |  |  | September 30, 2016 |  |  | September 30, 2015 |
Proceeds from sales of securities* |  | $ | 58,775,764 |  |  | $ | 11,922,915 |  |  | $ | 119,850,909 |  |  | $ | 65,889,838 |
Pre-tax gross gains from sales of securities |  |  | 4,281,828 |  |  |  | 102,766 |  |  |  | 4,815,373 |  |  |  | 672,317 |
Pre-tax gross losses from sales of securities |  |  | (30,055 | ) |  |  | (46,186 | ) |  |  | (187,090 | ) |  |  | (198,804 | )

* Proceeds from sales of securities for the nine months ended September 30, 2016 includes $32.1 million receivable from broker for the sale of securities

In September 2016, the Company sold an equity security and recognized a pre-tax gross gain on the sale of $4,010,877. The equity security was acquired by the Company at no cost as part of a membership in the invested company in 2002.

The amortized cost and fair value of securities as of September 30, 2016 by contractual maturity are shown below. Expected maturities of residential mortgage-backed and related securities may differ from contractual maturities because the residential mortgages underlying the residential mortgage-backed and related securities may be prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following table. “Other securities” AFS are excluded from the maturity categories as there is no fixed maturity date for those securities.

|  | Amortized Cost |  |  | Fair Value |
Securities HTM: |  |  |  |  |  |  |  |
Due in one year or less |  | $ | 9,333,827 |  |  | $ | 9,382,178 |
Due after one year through five years |  |  | 30,899,427 |  |  |  | 31,047,261 |
Due after five years |  |  | 266,506,920 |  |  |  | 271,064,904 |
|  | $ | 306,740,174 |  |  | $ | 311,494,343 |
Securities AFS: |  |  |  |  |  |  |  |
Due in one year or less |  | $ | 2,345,063 |  |  | $ | 2,347,195 |
Due after one year through five years |  |  | 55,691,033 |  |  |  | 56,456,647 |
Due after five years |  |  | 62,818,130 |  |  |  | 63,721,569 |
|  | $ | 120,854,226 |  |  | $ | 122,525,411 |
Residential mortgage-backed and related securities |  |  | 131,496,011 |  |  |  | 133,172,804 |
Other securities |  |  | 2,002,113 |  |  |  | 2,491,866 |
|  | $ | 254,352,350 |  |  | $ | 258,190,081 |

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

|  | Amortized Cost |  |  | Fair Value |
Securities HTM: |  |  |  |  |  |  |  |
Municipal securities |  | $ | 178,052,716 |  |  | $ | 180,307,064 |
Securities AFS: |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  |  | 11,042,867 |  |  |  | 11,073,088 |
Municipal securities |  |  | 41,062,791 |  |  |  | 37,443,219 |
|  | $ | 52,105,658 |  |  | $ | 48,516,307 |

15

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

As of September 30, 2016, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 114 issuers with fair values totaling $115.8 million and revenue bonds issued by 112 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $249.3 million. The Company held investments in general obligation bonds in 24 states, including four states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 13 states, including five states in which the aggregate fair value exceeded $5.0 million.

As of December 31, 2015, the Company’s municipal securities portfolios were comprised of general obligation bonds issued by 82 issuers with fair values totaling $67.8 million and revenue bonds issued by 92 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $214.4 million. The Company held investments in general obligation bonds in 19 states, including four states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in nine states, including four states in which the aggregate fair value exceeded $5.0 million.

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

September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. State: |  | Number of Issuers |  |  | Amortized Cost |  |  | Fair Value |  |  | Average Exposure Per Issuer (Fair Value) |
Iowa |  |  | 27 |  |  | $ | 32,289,974 |  |  | $ | 32,746,465 |  |  | $ | 1,212,832 |
Illinois |  |  | 19 |  |  |  | 30,063,690 |  |  |  | 30,437,115 |  |  |  | 1,601,953 |
North Dakota |  |  | 6 |  |  |  | 19,403,728 |  |  |  | 19,906,421 |  |  |  | 3,317,737 |
Missouri |  |  | 13 |  |  |  | 8,304,022 |  |  |  | 8,448,994 |  |  |  | 649,923 |
Other |  |  | 49 |  |  |  | 23,934,196 |  |  |  | 24,247,257 |  |  |  | 494,842 |
Total general obligation bonds |  |  | 114 |  |  | $ | 113,995,610 |  |  | $ | 115,786,252 |  |  | $ | 1,015,669 |

December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. State: |  | Number of Issuers |  |  | Amortized Cost |  |  | Fair Value |  |  | Average Exposure Per Issuer (Fair Value) |
Iowa |  |  | 15 |  |  | $ | 19,974,939 |  |  | $ | 20,247,108 |  |  | $ | 1,349,807 |
Illinois |  |  | 9 |  |  |  | 10,928,700 |  |  |  | 11,264,348 |  |  |  | 1,251,594 |
North Dakota |  |  | 5 |  |  |  | 10,890,000 |  |  |  | 11,050,235 |  |  |  | 2,210,047 |
Missouri |  |  | 12 |  |  |  | 7,924,800 |  |  |  | 7,986,856 |  |  |  | 665,571 |
Other |  |  | 41 |  |  |  | 16,965,393 |  |  |  | 17,229,485 |  |  |  | 420,231 |
Total general obligation bonds |  |  | 82 |  |  | $ | 66,683,832 |  |  | $ | 67,778,032 |  |  | $ | 826,561 |

16

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. State: |  | Number of Issuers |  |  | Amortized Cost |  |  | Fair Value |  |  | Average Exposure Per Issuer (Fair Value) |
Missouri |  |  | 44 |  |  | $ | 90,171,820 |  |  | $ | 91,084,628 |  |  | $ | 2,070,105 |
Iowa |  |  | 30 |  |  |  | 75,440,709 |  |  |  | 77,216,784 |  |  |  | 2,573,893 |
Indiana |  |  | 20 |  |  |  | 43,994,737 |  |  |  | 44,605,536 |  |  |  | 2,230,277 |
Kansas |  |  | 6 |  |  |  | 13,480,269 |  |  |  | 13,587,744 |  |  |  | 2,264,624 |
North Dakota |  |  | 4 |  |  |  | 8,114,931 |  |  |  | 8,175,230 |  |  |  | 2,043,808 |
Other |  |  | 8 |  |  |  | 14,379,998 |  |  |  | 14,628,631 |  |  |  | 1,828,579 |
Total revenue bonds |  |  | 112 |  |  | $ | 245,582,464 |  |  | $ | 249,298,553 |  |  | $ | 2,225,880 |

December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |
U.S. State: |  | Number of Issuers |  |  | Amortized Cost |  |  | Fair Value |  |  | Average Exposure Per Issuer (Fair Value) |
Missouri |  |  | 41 |  |  | $ | 78,593,590 |  |  | $ | 79,015,378 |  |  | $ | 1,927,204 |
Iowa |  |  | 26 |  |  |  | 70,773,660 |  |  |  | 71,659,410 |  |  |  | 2,756,131 |
Indiana |  |  | 17 |  |  |  | 40,018,381 |  |  |  | 40,210,320 |  |  |  | 2,365,313 |
Kansas |  |  | 3 |  |  |  | 11,748,679 |  |  |  | 11,821,055 |  |  |  | 3,940,352 |
Other |  |  | 5 |  |  |  | 11,570,998 |  |  |  | 11,735,678 |  |  |  | 2,347,136 |
Total revenue bonds |  |  | 92 |  |  | $ | 212,705,308 |  |  | $ | 214,441,841 |  |  | $ | 2,330,890 |

Both general obligation and revenue bonds are diversified across many issuers. As of September 30, 2016 and December 31, 2015, the Company did not hold general obligation or revenue bonds of any single issuer, the aggregate book or market value of which exceeded 4% of the Company’s stockholders’ equity. Of the general obligation and revenue bonds in the Company’s portfolio, the majority are unrated bonds that represent small, private issuances. All unrated bonds were underwritten according to loan underwriting standards and have an average loan risk rating of 2, indicating very high quality. Additionally, many of these bonds are funding essential municipal services such as water, sewer, education, and medical facilities.

The Company’s municipal securities are owned by each of the four charters, whose investment policies set forth limits for various subcategories within the municipal securities portfolio. Each charter is monitored individually, and as of September 30, 2016, 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 September 30, 2016, the Company’s standard monitoring of its municipal securities portfolio had not uncovered any facts or circumstances resulting in significantly different credit ratings than those assigned by a nationally recognized statistical rating organization, or in the case of unrated bonds, the rating assigned using the credit underwriting standards.

17

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 3 – LOANS/LEASES RECEIVABLE

The composition of the loan/lease portfolio as of September 30, 2016 and December 31, 2015 is presented as follows:

|  | As of September 30, |  |  | As of December 31, |
|  | 2016 |  |  | 2015 |
C&I loans |  | $ | 804,307,562 |  |  | $ | 648,159,892 |
CRE loans |  |  |  |  |  |  |  |
Owner-occupied CRE |  |  | 317,899,011 |  |  |  | 252,523,164 |
Commercial construction, land development, and other land |  |  | 160,527,094 |  |  |  | 49,083,844 |
Other non owner-occupied CRE |  |  | 591,878,656 |  |  |  | 422,761,757 |
|  |  | 1,070,304,761 |  |  |  | 724,368,765 |
Direct financing leases * |  |  | 166,924,077 |  |  |  | 173,655,605 |
Residential real estate loans ** |  |  | 229,080,600 |  |  |  | 170,432,530 |
Installment and other consumer loans |  |  | 81,917,732 |  |  |  | 73,669,493 |
|  |  | 2,352,534,732 |  |  |  | 1,790,286,285 |
Plus deferred loan/lease origination costs, net of fees |  |  | 8,065,780 |  |  |  | 7,736,390 |
|  |  | 2,360,600,512 |  |  |  | 1,798,022,675 |
Less allowance |  |  | (28,826,835 | ) |  |  | (26,140,906 | )
|  | $ | 2,331,773,677 |  |  | $ | 1,771,881,769 |
* Direct financing leases: |  |  |  |  |  |  |  |
Net minimum lease payments to be received |  | $ | 186,183,516 |  |  | $ | 195,476,230 |
Estimated unguaranteed residual values of leased assets |  |  | 1,085,154 |  |  |  | 1,165,706 |
Unearned lease/residual income |  |  | (20,344,593 | ) |  |  | (22,986,331 | )
|  |  | 166,924,077 |  |  |  | 173,655,605 |
Plus deferred lease origination costs, net of fees |  |  | 6,018,484 |  |  |  | 6,594,582 |
|  |  | 172,942,561 |  |  |  | 180,250,187 |
Less allowance |  |  | (3,041,962 | ) |  |  | (3,395,088 | )
|  | $ | 169,900,599 |  |  | $ | 176,855,099 |

*Management performs an evaluation of the estimated unguaranteed residual values of leased assets on an annual basis, at a minimum. The evaluation consists of discussions with reputable and current vendors, which is combined with management’s expertise and understanding of the current states of particular industries to determine informal valuations of the equipment. As necessary and where available, management will utilize valuations by independent appraisers. The large majority of leases with residual values contain a lease options rider, which requires the lessee to pay the residual value directly, finance the payment of the residual value, or extend the lease term to pay the residual value. In these cases, the residual value is protected and the risk of loss is minimal. There were no losses related to residual values for the three and nine months ended September 30, 2016 and 2015.

**Includes residential real estate loans held for sale totaling $1,377,875 and $565,850 as of September 30, 2016, and December 31, 2015, respectively.

18

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The aging of the loan/lease portfolio by classes of loans/leases as of September 30, 2016 and December 31, 2015 is presented as follows:

|  | As of September 30, 2016 |
Classes of Loans/Leases |  | Current |  |  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | Accruing Past Due 90 Days or More |  |  | Nonaccrual Loans/Leases |  |  | Total |
C&I |  | $ | 796,943,072 |  |  | $ | 358,503 |  |  | $ | 232,297 |  |  | $ | 266,485 |  |  | $ | 6,507,205 |  |  | $ | 804,307,562 |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 316,299,798 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,599,213 |  |  |  | 317,899,011 |
Commercial Construction, Land Development, and Other Land |  |  | 160,034,828 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 492,266 |  |  |  | 160,527,094 |
Other Non Owner-Occupied CRE |  |  | 585,545,037 |  |  |  | 4,617,055 |  |  |  | - |  |  |  | - |  |  |  | 1,716,564 |  |  |  | 591,878,656 |
Direct Financing Leases |  |  | 162,556,659 |  |  |  | 1,180,356 |  |  |  | 998,896 |  |  |  | - |  |  |  | 2,188,166 |  |  |  | 166,924,077 |
Residential Real Estate |  |  | 227,061,212 |  |  |  | 122,744 |  |  |  | 114,638 |  |  |  | 104,789 |  |  |  | 1,677,217 |  |  |  | 229,080,600 |
Installment and Other Consumer |  |  | 81,576,782 |  |  |  | 89,104 |  |  |  | 41,332 |  |  |  | 20,492 |  |  |  | 190,022 |  |  |  | 81,917,732 |
|  | $ | 2,330,017,388 |  |  | $ | 6,367,762 |  |  | $ | 1,387,163 |  |  | $ | 391,766 |  |  | $ | 14,370,653 |  |  | $ | 2,352,534,732 |
As a percentage of total loan/lease portfolio |  |  | 99.05 | % |  |  | 0.27 | % |  |  | 0.06 | % |  |  | 0.02 | % |  |  | 0.61 | % |  |  | 100.00 | %

|  | As of December 31, 2015 |
Classes of Loans/Leases |  | Current |  |  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | Accruing Past Due 90 Days or More |  |  | Nonaccrual Loans/Leases |  |  | Total |
C&I |  | $ | 640,725,241 |  |  | $ | 1,636,860 |  |  | $ | 5,816 |  |  | $ | - |  |  | $ | 5,791,975 |  |  | $ | 648,159,892 |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 251,612,752 |  |  |  | 182,949 |  |  |  | - |  |  |  | - |  |  |  | 727,463 |  |  |  | 252,523,164 |
Commercial Construction, Land Development, and Other Land |  |  | 48,890,040 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 193,804 |  |  |  | 49,083,844 |
Other Non Owner-Occupied CRE |  |  | 420,819,874 |  |  |  | 614,732 |  |  |  | 219,383 |  |  |  | - |  |  |  | 1,107,768 |  |  |  | 422,761,757 |
Direct Financing Leases |  |  | 170,021,289 |  |  |  | 1,490,818 |  |  |  | 439,314 |  |  |  | 2,843 |  |  |  | 1,701,341 |  |  |  | 173,655,605 |
Residential Real Estate |  |  | 166,415,118 |  |  |  | 2,800,589 |  |  |  | 200,080 |  |  |  | - |  |  |  | 1,016,743 |  |  |  | 170,432,530 |
Installment and Other Consumer |  |  | 73,134,197 |  |  |  | 412,052 |  |  |  | 14,127 |  |  |  | - |  |  |  | 109,117 |  |  |  | 73,669,493 |
|  | $ | 1,771,618,511 |  |  | $ | 7,138,000 |  |  | $ | 878,720 |  |  | $ | 2,843 |  |  | $ | 10,648,211 |  |  | $ | 1,790,286,285 |
As a percentage of total loan/lease portfolio |  |  | 98.96 | % |  |  | 0.40 | % |  |  | 0.05 | % |  |  | 0.00 | % |  |  | 0.59 | % |  |  | 100.00 | %

19

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NPLs by classes of loans/leases as of September 30, 2016 and December 31, 2015 are presented as follows:

|  | As of September 30, 2016 |
Classes of Loans/Leases |  | Accruing Past Due 90 Days or More |  |  | Nonaccrual Loans/Leases * |  |  | Accruing TDRs |  |  | Total NPLs |  |  | Percentage of Total NPLs |
C&I |  | $ | 266,485 |  |  | $ | 6,507,205 |  |  | $ | 170,113 |  |  | $ | 6,943,803 |  |  |  | 41.86 | %
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | - |  |  |  | 1,599,213 |  |  |  | - |  |  |  | 1,599,213 |  |  |  | 9.64 | %
Commercial Construction, Land Development, and Other Land |  |  | - |  |  |  | 492,266 |  |  |  | - |  |  |  | 492,266 |  |  |  | 2.97 | %
Other Non Owner-Occupied CRE |  |  | - |  |  |  | 1,716,564 |  |  |  | - |  |  |  | 1,716,564 |  |  |  | 10.35 | %
Direct Financing Leases |  |  | - |  |  |  | 2,188,166 |  |  |  | 1,138,335 |  |  |  | 3,326,501 |  |  |  | 20.05 | %
Residential Real Estate |  |  | 104,789 |  |  |  | 1,677,217 |  |  |  | 390,039 |  |  |  | 2,172,045 |  |  |  | 13.09 | %
Installment and Other Consumer |  |  | 20,492 |  |  |  | 190,022 |  |  |  | 126,998 |  |  |  | 337,512 |  |  |  | 2.03 | %
|  | $ | 391,766 |  |  | $ | 14,370,653 |  |  | $ | 1,825,485 |  |  | $ | 16,587,904 |  |  |  | 100.00 | %

*Nonaccrual loans/leases included $4,859,420 of TDRs, including $2,241,205 in C&I loans, $1,937,655 in CRE loans, $463,859 in direct financing leases, $110,702 in residential real estate loans, and $105,999 in installment loans.

|  | As of December 31, 2015 |
Classes of Loans/Leases |  | Accruing Past Due 90 Days or More |  |  | Nonaccrual Loans/Leases ** |  |  | Accruing TDRs |  |  | Total NPLs |  |  | Percentage of Total NPLs |
C&I |  | $ | - |  |  | $ | 5,791,975 |  |  | $ | 173,087 |  |  | $ | 5,965,062 |  |  |  | 50.96 | %
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  |  |
Owner-Occupied CRE |  |  | - |  |  |  | 727,463 |  |  |  | - |  |  |  | 727,463 |  |  |  | 6.22 | %
Commercial Construction, Land Development, and Other Land |  |  | - |  |  |  | 193,804 |  |  |  | - |  |  |  | 193,804 |  |  |  | 1.66 | %
Other Non Owner-Occupied CRE |  |  | - |  |  |  | 1,107,768 |  |  |  | - |  |  |  | 1,107,768 |  |  |  | 9.46 | %
Direct Financing Leases |  |  | 2,843 |  |  |  | 1,701,341 |  |  |  | - |  |  |  | 1,704,184 |  |  |  | 14.56 | %
Residential Real Estate |  |  | - |  |  |  | 1,016,743 |  |  |  | 402,044 |  |  |  | 1,418,787 |  |  |  | 12.12 | %
Installment and Other Consumer |  |  | - |  |  |  | 109,117 |  |  |  | 478,625 |  |  |  | 587,742 |  |  |  | 5.02 | %
|  | $ | 2,843 |  |  | $ | 10,648,211 |  |  | $ | 1,053,756 |  |  | $ | 11,704,810 |  |  |  | 100.00 | %

**Nonaccrual loans/leases included $1,533,657 of TDRs, including $1,164,423 in C&I loans, $193,804 in CRE loans, $42,098 in direct financing leases, $119,305 in residential real estate loans, and $14,027 in installment loans.

20

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Changes in the allowance by portfolio segment for the three and nine months ended September 30, 2016 and 2015, respectively, are presented as follows:

|  | Three Months Ended September 30, 2016 |
|  | C&I |  |  | CRE |  |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |
Balance, beginning |  | $ | 10,724,506 |  |  | $ | 10,987,062 |  |  | $ | 3,226,194 |  |  | $ | 2,014,987 |  |  | $ | 1,144,741 |  |  | $ | 28,097,490 |
Provisions charged to expense |  |  | 859,031 |  |  |  | 8,962 |  |  |  | 641,435 |  |  |  | 79,221 |  |  |  | 19,337 |  |  |  | 1,607,986 |
Loans/leases charged off |  |  | (96,330 | ) |  |  | - |  |  |  | (847,668 | ) |  |  | (38,554 | ) |  |  | (4,530 | ) |  |  | (987,082 | )
Recoveries on loans/leases previously charged off |  |  | 70,759 |  |  |  | 6,500 |  |  |  | 22,001 |  |  |  | - |  |  |  | 9,181 |  |  |  | 108,441 |
Balance, ending |  | $ | 11,557,966 |  |  | $ | 11,002,524 |  |  | $ | 3,041,962 |  |  | $ | 2,055,654 |  |  | $ | 1,168,729 |  |  | $ | 28,826,835 |

|  | Three Months Ended September 30, 2015 |
|  | C&I |  |  | CRE |  |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |
Balance, beginning |  | $ | 10,020,866 |  |  | $ | 9,929,656 |  |  | $ | 3,352,303 |  |  | $ | 1,720,135 |  |  | $ | 1,123,040 |  |  | $ | 26,146,000 |
Provisions charged to expense |  |  | 520,058 |  |  |  | 573,119 |  |  |  | 361,071 |  |  |  | 130,742 |  |  |  | 50,273 |  |  |  | 1,635,263 |
Loans/leases charged off |  |  | (145,665 | ) |  |  | (1,813,973 | ) |  |  | (483,420 | ) |  |  | (25,928 | ) |  |  | (6,837 | ) |  |  | (2,475,823 | )
Recoveries on loans/leases previously charged off |  |  | 136,909 |  |  |  | 19,913 |  |  |  | 18,679 |  |  |  | 4,107 |  |  |  | 49,296 |  |  |  | 228,904 |
Balance, ending |  | $ | 10,532,168 |  |  | $ | 8,708,715 |  |  | $ | 3,248,633 |  |  | $ | 1,829,056 |  |  | $ | 1,215,772 |  |  | $ | 25,534,344 |

|  | Nine Months Ended September 30, 2016 |
|  | Commercial and Industrial |  |  | Commercial Real Estate |  |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |
Balance, beginning |  | $ | 10,484,080 |  |  | $ | 9,375,117 |  |  | $ | 3,395,088 |  |  | $ | 1,790,150 |  |  | $ | 1,096,471 |  |  | $ | 26,140,906 |
Provisions (credits) charged to expense |  |  | 1,357,262 |  |  |  | 1,644,008 |  |  |  | 1,580,677 |  |  |  | 336,865 |  |  |  | (39,991 | ) |  |  | 4,878,821 |
Loans/leases charged off |  |  | (388,879 | ) |  |  | (23,101 | ) |  |  | (1,983,322 | ) |  |  | (72,261 | ) |  |  | (22,018 | ) |  |  | (2,489,581 | )
Recoveries on loans/leases previously charged off |  |  | 105,503 |  |  |  | 6,500 |  |  |  | 49,519 |  |  |  | 900 |  |  |  | 134,267 |  |  |  | 296,689 |
Balance, ending |  | $ | 11,557,966 |  |  | $ | 11,002,524 |  |  | $ | 3,041,962 |  |  | $ | 2,055,654 |  |  | $ | 1,168,729 |  |  | $ | 28,826,835 |

|  | Nine Months Ended September 30, 2015 |
|  | Commercial and Industrial |  |  | Commercial Real Estate |  |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |
Balance, beginning |  | $ | 8,750,317 |  |  | $ | 8,353,386 |  |  | $ | 3,442,915 |  |  | $ | 1,525,952 |  |  | $ | 1,001,795 |  |  | $ | 23,074,365 |
Provisions charged to expense |  |  | 1,513,430 |  |  |  | 2,490,766 |  |  |  | 1,238,505 |  |  |  | 324,925 |  |  |  | 126,758 |  |  |  | 5,694,384 |
Loans/leases charged off |  |  | (391,303 | ) |  |  | (2,165,049 | ) |  |  | (1,496,010 | ) |  |  | (25,928 | ) |  |  | (40,886 | ) |  |  | (4,119,176 | )
Recoveries on loans/leases previously charged off |  |  | 659,724 |  |  |  | 29,612 |  |  |  | 63,223 |  |  |  | 4,107 |  |  |  | 128,105 |  |  |  | 884,771 |
Balance, ending |  | $ | 10,532,168 |  |  | $ | 8,708,715 |  |  | $ | 3,248,633 |  |  | $ | 1,829,056 |  |  | $ | 1,215,772 |  |  | $ | 25,534,344 |

21

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The allowance by impairment evaluation and by portfolio segment as of September 30, 2016 and December 31, 2015 is presented as follows:

|  | As of September 30, 2016 |
|  | C&I |  |  | CRE |  |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |
Allowance for impaired loans/leases |  | $ | 1,114,680 |  |  | $ | 175,743 |  |  | $ | 739,207 |  |  | $ | 169,147 |  |  | $ | 148,320 |  |  | $ | 2,347,097 |
Allowance for nonimpaired loans/leases |  |  | 10,443,286 |  |  |  | 10,826,781 |  |  |  | 2,302,755 |  |  |  | 1,886,507 |  |  |  | 1,020,409 |  |  |  | 26,479,738 |
|  | $ | 11,557,966 |  |  | $ | 11,002,524 |  |  | $ | 3,041,962 |  |  | $ | 2,055,654 |  |  | $ | 1,168,729 |  |  | $ | 28,826,835 |
Impaired loans/leases |  | $ | 5,874,093 |  |  | $ | 3,495,386 |  |  | $ | 2,925,205 |  |  | $ | 2,230,829 |  |  | $ | 368,924 |  |  | $ | 14,894,437 |
Nonimpaired loans/leases |  |  | 798,433,469 |  |  |  | 1,066,809,375 |  |  |  | 163,998,872 |  |  |  | 226,849,771 |  |  |  | 81,548,808 |  |  |  | 2,337,640,295 |
|  | $ | 804,307,562 |  |  | $ | 1,070,304,761 |  |  | $ | 166,924,077 |  |  | $ | 229,080,600 |  |  | $ | 81,917,732 |  |  | $ | 2,352,534,732 |
Allowance as a percentage of impaired loans/leases |  |  | 18.98 | % |  |  | 5.03 | % |  |  | 25.27 | % |  |  | 7.58 | % |  |  | 40.20 | % |  |  | 15.76 | %
Allowance as a percentage of nonimpaired loans/leases |  |  | 1.31 | % |  |  | 1.01 | % |  |  | 1.40 | % |  |  | 0.83 | % |  |  | 1.25 | % |  |  | 1.13 | %
Total allowance as a percentage of total loans/leases |  |  | 1.44 | % |  |  | 1.03 | % |  |  | 1.82 | % |  |  | 0.90 | % |  |  | 1.43 | % |  |  | 1.22 | %

|  | As of December 31, 2015 |
|  | C&I |  |  | CRE |  |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |
Allowance for impaired loans/leases |  | $ | 2,592,270 |  |  | $ | 76,934 |  |  | $ | 306,193 |  |  | $ | 185,801 |  |  | $ | 143,089 |  |  | $ | 3,304,287 |
Allowance for nonimpaired loans/leases |  |  | 7,891,810 |  |  |  | 9,298,183 |  |  |  | 3,088,895 |  |  |  | 1,604,349 |  |  |  | 953,382 |  |  |  | 22,836,619 |
|  | $ | 10,484,080 |  |  | $ | 9,375,117 |  |  | $ | 3,395,088 |  |  | $ | 1,790,150 |  |  | $ | 1,096,471 |  |  | $ | 26,140,906 |
Impaired loans/leases |  | $ | 5,286,482 |  |  | $ | 2,029,035 |  |  | $ | 1,701,341 |  |  | $ | 1,418,787 |  |  | $ | 587,742 |  |  | $ | 11,023,387 |
Nonimpaired loans/leases |  |  | 642,873,410 |  |  |  | 722,339,730 |  |  |  | 171,954,264 |  |  |  | 169,013,743 |  |  |  | 73,081,751 |  |  |  | 1,779,262,898 |
|  | $ | 648,159,892 |  |  | $ | 724,368,765 |  |  | $ | 173,655,605 |  |  | $ | 170,432,530 |  |  | $ | 73,669,493 |  |  | $ | 1,790,286,285 |
Allowance as a percentage of impaired loans/leases |  |  | 49.04 | % |  |  | 3.79 | % |  |  | 18.00 | % |  |  | 13.10 | % |  |  | 24.35 | % |  |  | 29.98 | %
Allowance as a percentage of nonimpaired loans/leases |  |  | 1.23 | % |  |  | 1.29 | % |  |  | 1.80 | % |  |  | 0.95 | % |  |  | 1.30 | % |  |  | 1.28 | %
Total allowance as a percentage of total loans/leases |  |  | 1.62 | % |  |  | 1.29 | % |  |  | 1.96 | % |  |  | 1.05 | % |  |  | 1.49 | % |  |  | 1.45 | %

22

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the nine months ended September 30, 2016 are presented as follows:

Classes of Loans/Leases |  | Recorded Investment |  |  | Unpaid Principal Balance |  |  | Related Allowance |  |  | Average Recorded Investment |  |  | Interest Income Recognized |  |  | Interest Income Recognized for Cash Payments Received |
Impaired Loans/Leases with No Specific Allowance Recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 1,846,140 |  |  | $ | 1,987,082 |  |  | $ | - |  |  | $ | 3,864,852 |  |  | $ | 8,644 |  |  | $ | 8,644 |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 767,032 |  |  |  | 860,806 |  |  |  | - |  |  |  | 621,553 |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 2,042,391 |  |  |  | 2,042,391 |  |  |  | - |  |  |  | 1,789,571 |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 1,860,773 |  |  |  | 1,860,773 |  |  |  | - |  |  |  | 1,755,969 |  |  |  | 52,595 |  |  |  | 52,595 |
Residential Real Estate |  |  | 1,418,957 |  |  |  | 1,458,158 |  |  |  | - |  |  |  | 1,455,159 |  |  |  | 2,992 |  |  |  | 2,992 |
Installment and Other Consumer |  |  | 208,916 |  |  |  | 208,916 |  |  |  | - |  |  |  | 430,322 |  |  |  | - |  |  |  | - |
|  | $ | 8,144,209 |  |  | $ | 8,418,126 |  |  | $ | - |  |  | $ | 9,917,426 |  |  | $ | 64,231 |  |  | $ | 64,231 |
Impaired Loans/Leases with Specific Allowance Recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 4,027,953 |  |  | $ | 4,031,792 |  |  | $ | 1,114,680 |  |  | $ | 2,195,524 |  |  | $ | - |  |  | $ | - |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 322,148 |  |  |  | 322,148 |  |  |  | 57,398 |  |  |  | 401,050 |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | 186,681 |  |  |  | 186,681 |  |  |  | 77,611 |  |  |  | 190,208 |  |  |  | - |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 177,134 |  |  |  | 177,134 |  |  |  | 40,734 |  |  |  | 67,571 |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 1,064,432 |  |  |  | 1,064,432 |  |  |  | 739,207 |  |  |  | 653,884 |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 811,872 |  |  |  | 886,004 |  |  |  | 169,147 |  |  |  | 799,427 |  |  |  | 5,409 |  |  |  | 5,409 |
Installment and Other Consumer |  |  | 160,008 |  |  |  | 160,008 |  |  |  | 148,320 |  |  |  | 145,962 |  |  |  | 4,426 |  |  |  | 4,426 |
|  | $ | 6,750,228 |  |  | $ | 6,828,199 |  |  | $ | 2,347,097 |  |  | $ | 4,453,626 |  |  | $ | 9,835 |  |  | $ | 9,835 |
Total Impaired Loans/Leases: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 5,874,093 |  |  | $ | 6,018,874 |  |  | $ | 1,114,680 |  |  | $ | 6,060,376 |  |  | $ | 8,644 |  |  | $ | 8,644 |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 1,089,180 |  |  |  | 1,182,954 |  |  |  | 57,398 |  |  |  | 1,022,603 |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | 186,681 |  |  |  | 186,681 |  |  |  | 77,611 |  |  |  | 190,208 |  |  |  | - |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 2,219,525 |  |  |  | 2,219,525 |  |  |  | 40,734 |  |  |  | 1,857,142 |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 2,925,205 |  |  |  | 2,925,205 |  |  |  | 739,207 |  |  |  | 2,409,853 |  |  |  | 52,595 |  |  |  | 52,595 |
Residential Real Estate |  |  | 2,230,829 |  |  |  | 2,344,162 |  |  |  | 169,147 |  |  |  | 2,254,586 |  |  |  | 8,401 |  |  |  | 8,401 |
Installment and Other Consumer |  |  | 368,924 |  |  |  | 368,924 |  |  |  | 148,320 |  |  |  | 576,284 |  |  |  | 4,426 |  |  |  | 4,426 |
|  | $ | 14,894,437 |  |  | $ | 15,246,325 |  |  | $ | 2,347,097 |  |  | $ | 14,371,052 |  |  | $ | 74,066 |  |  | $ | 74,066 |

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

23

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the three months ended September 30, 2016 and 2015, respectively, are presented as follows:

|  | Three Months Ended September 30, 2016 |  |  | Three Months Ended September 30, 2015 |
Classes of Loans/Leases |  | Averag e Recorded Investment |  |  | Interest Income Recognized |  |  | Interest Income Recognized for Cash Payments Received |  |  | Average Recorded Investment |  |  | Interest Income Recognized |  |  | Interest Income Recognized for Cash Payments Received |
Impaired Loans/Leases with No Specific Allowance Recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 1,677,527 |  |  | $ | 3,301 |  |  | $ | 3,301 |  |  | $ | 365,798 |  |  | $ | 1,870 |  |  | $ | 1,870 |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 767,032 |  |  |  | - |  |  |  | - |  |  |  | 451,851 |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 9,968 |  |  |  | - |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 1,969,034 |  |  |  | - |  |  |  | - |  |  |  | 2,868,950 |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 2,008,095 |  |  |  | 21,095 |  |  |  | 21,095 |  |  |  | 634,378 |  |  |  | 325 |  |  |  | 325 |
Residential Real Estate |  |  | 1,481,340 |  |  |  | 941 |  |  |  | 941 |  |  |  | 900,938 |  |  |  | 1,362 |  |  |  | 1,362 |
Installment and Other Consumer |  |  | 322,738 |  |  |  | - |  |  |  | - |  |  |  | 328,669 |  |  |  | 3,912 |  |  |  | 3,912 |
|  | $ | 8,225,766 |  |  | $ | 25,337 |  |  | $ | 25,337 |  |  | $ | 5,560,552 |  |  | $ | 7,469 |  |  | $ | 7,469 |
Impaired Loans/Leases with Specific Allowance Recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 4,188,621 |  |  | $ | - |  |  | $ | - |  |  | $ | 4,735,149 |  |  | $ | - |  |  | $ | - |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 363,911 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | 187,831 |  |  |  | - |  |  |  | - |  |  |  | 335,707 |  |  |  | - |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 135,141 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 793,769 |  |  |  | - |  |  |  | - |  |  |  | 488,860 |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 807,827 |  |  |  | 1,503 |  |  |  | 1,503 |  |  |  | 984,558 |  |  |  | 1,981 |  |  |  | 1,981 |
Installment and Other Consumer |  |  | 160,301 |  |  |  | 1,458 |  |  |  | 1,458 |  |  |  | 723,674 |  |  |  | 1,391 |  |  |  | 1,391 |
|  | $ | 6,637,401 |  |  | $ | 2,961 |  |  | $ | 2,961 |  |  | $ | 7,267,948 |  |  | $ | 3,372 |  |  | $ | 3,372 |
Total Impaired Loans/Leases: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 5,866,148 |  |  | $ | 3,301 |  |  | $ | 3,301 |  |  | $ | 5,100,947 |  |  | $ | 1,870 |  |  | $ | 1,870 |
CRE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 1,130,943 |  |  |  | - |  |  |  | - |  |  |  | 451,851 |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | 187,831 |  |  |  | - |  |  |  | - |  |  |  | 345,675 |  |  |  | - |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 2,104,175 |  |  |  | - |  |  |  | - |  |  |  | 2,868,950 |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 2,801,864 |  |  |  | 21,095 |  |  |  | 21,095 |  |  |  | 1,123,238 |  |  |  | 325 |  |  |  | 325 |
Residential Real Estate |  |  | 2,289,167 |  |  |  | 2,444 |  |  |  | 2,444 |  |  |  | 1,885,496 |  |  |  | 3,343 |  |  |  | 3,343 |
Installment and Other Consumer |  |  | 483,039 |  |  |  | 1,458 |  |  |  | 1,458 |  |  |  | 1,052,343 |  |  |  | 5,303 |  |  |  | 5,303 |
|  | $ | 14,863,167 |  |  | $ | 28,298 |  |  | $ | 28,298 |  |  | $ | 12,828,500 |  |  | $ | 10,841 |  |  | $ | 10,841 |

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

24

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Loans/leases, by classes of financing receivable, considered to be impaired as of December 31, 2015 are presented as follows:

Classes of Loans/Leases |  | Recorded Investment |  |  | Unpaid Principal Balance |  |  | Related Allowance |
Impaired Loans/Leases with No Specific Allowance Recorded: |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 234,636 |  |  | $ | 346,072 |  |  | $ | - |
CRE |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 256,761 |  |  |  | 350,535 |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | - |  |  |  | 228,818 |  |  |  | - |
Other Non Owner-Occupied CRE |  |  | 1,578,470 |  |  |  | 1,578,470 |  |  |  | - |
Direct Financing Leases |  |  | 871,884 |  |  |  | 871,884 |  |  |  | - |
Residential Real Estate |  |  | 613,486 |  |  |  | 649,064 |  |  |  | - |
Installment and Other Consumer |  |  | 377,304 |  |  |  | 377,304 |  |  |  | - |
|  | $ | 3,932,541 |  |  | $ | 4,402,147 |  |  | $ | - |
Impaired Loans/Leases with Specific Allowance Recorded: |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 5,051,846 |  |  | $ | 5,055,685 |  |  | $ | 2,592,270 |
CRE |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | - |  |  |  | - |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | 193,804 |  |  |  | 205,804 |  |  |  | 76,934 |
Other Non Owner-Occupied CRE |  |  | - |  |  |  | - |  |  |  | - |
Direct Financing Leases |  |  | 829,457 |  |  |  | 829,457 |  |  |  | 306,193 |
Residential Real Estate |  |  | 805,301 |  |  |  | 805,301 |  |  |  | 185,801 |
Installment and Other Consumer |  |  | 210,438 |  |  |  | 210,438 |  |  |  | 143,089 |
|  | $ | 7,090,846 |  |  | $ | 7,106,685 |  |  | $ | 3,304,287 |
Total Impaired Loans/Leases: |  |  |  |  |  |  |  |  |  |  |  |
C&I |  | $ | 5,286,482 |  |  | $ | 5,401,757 |  |  | $ | 2,592,270 |
CRE |  |  |  |  |  |  |  |  |  |  |  |
Owner-Occupied CRE |  |  | 256,761 |  |  |  | 350,535 |  |  |  | - |
Commercial Construction, Land Development, and Other Land |  |  | 193,804 |  |  |  | 434,622 |  |  |  | 76,934 |
Other Non Owner-Occupied CRE |  |  | 1,578,470 |  |  |  | 1,578,470 |  |  |  | - |
Direct Financing Leases |  |  | 1,701,341 |  |  |  | 1,701,341 |  |  |  | 306,193 |
Residential Real Estate |  |  | 1,418,787 |  |  |  | 1,454,365 |  |  |  | 185,801 |
Installment and Other Consumer |  |  | 587,742 |  |  |  | 587,742 |  |  |  | 143,089 |
|  | $ | 11,023,387 |  |  | $ | 11,508,832 |  |  | $ | 3,304,287 |

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

25

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

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

For each class of financing receivable, the following presents the recorded investment by credit quality indicator as of September 30, 2016 and December 31, 2015:

|  | As of September 30, 2016 |
|  |  |  |  |  | CRE |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Non Owner-Occupied |  |  |  |  |  |  |  |  |
Internally Assigned Risk Rating |  | C&I |  |  | Owner-Occupied CRE |  |  | Commercial Construction, Land Development, and Other Land |  |  | Other CRE |  |  | Total |  |  | As a % of Total |
Pass (Ratings 1 through 5) |  | $ | 770,822,390 |  |  | $ | 307,017,431 |  |  | $ | 153,401,738 |  |  | $ | 572,769,744 |  |  | $ | 1,804,011,303 |  |  |  | 96.24 | %
Special Mention (Rating 6) |  |  | 10,160,760 |  |  |  | 1,737,127 |  |  |  | 1,780,000 |  |  |  | 5,894,259 |  |  |  | 19,572,146 |  |  |  | 1.04 | %
Substandard (Rating 7) |  |  | 23,324,412 |  |  |  | 9,144,453 |  |  |  | 5,345,356 |  |  |  | 13,214,653 |  |  |  | 51,028,874 |  |  |  | 2.72 | %
Doubtful (Rating 8) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  | $ | 804,307,562 |  |  | $ | 317,899,011 |  |  | $ | 160,527,094 |  |  | $ | 591,878,656 |  |  | $ | 1,874,612,323 |  |  |  | 100.00 | %

|  | As of September 30, 2016 |  |  |  |  |
Delinquency Status * |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |  |  | As a % of Total |  |  |  |  |
Performing |  | $ | 163,597,576 |  |  | $ | 226,908,556 |  |  | $ | 81,580,220 |  |  | $ | 472,086,352 |  |  |  | 98.78 | % |  |  |  |
Nonperforming |  |  | 3,326,501 |  |  |  | 2,172,044 |  |  |  | 337,512 |  |  |  | 5,836,057 |  |  |  | 1.22 | % |  |  |  |
|  | $ | 166,924,077 |  |  | $ | 229,080,600 |  |  | $ | 81,917,732 |  |  | $ | 477,922,409 |  |  |  | 100.00 | % |  |  |  |

|  | As of December 31, 2015 |
|  |  |  |  |  | CRE |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Non Owner-Occupied |  |  |  |  |  |  |  |  |
Internally Assigned Risk Rating |  | C&I |  |  | Owner-Occupied CRE |  |  | Commercial Construction, Land Development, and Other Land |  |  | Other CRE |  |  | Total |  |  | As a % of Total |
Pass (Ratings 1 through 5) |  | $ | 616,200,797 |  |  | $ | 238,119,608 |  |  | $ | 46,929,876 |  |  | $ | 406,027,442 |  |  | $ | 1,307,277,723 |  |  |  | 95.24 | %
Special Mention (Rating 6) |  |  | 18,031,845 |  |  |  | 8,630,658 |  |  |  | 1,780,000 |  |  |  | 8,846,286 |  |  |  | 37,288,789 |  |  |  | 2.72 | %
Substandard (Rating 7) |  |  | 13,927,250 |  |  |  | 5,772,898 |  |  |  | 373,968 |  |  |  | 7,888,029 |  |  |  | 27,962,145 |  |  |  | 2.04 | %
Doubtful (Rating 8) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  | $ | 648,159,892 |  |  | $ | 252,523,164 |  |  | $ | 49,083,844 |  |  | $ | 422,761,757 |  |  | $ | 1,372,528,657 |  |  |  | 100.00 | %

|  | As of December 31, 2015 |  |  |  |  |
Delinquency Status * |  | Direct Financing Leases |  |  | Residential Real Estate |  |  | Installment and Other Consumer |  |  | Total |  |  | As a % of Total |  |  |  |  |
Performing |  | $ | 171,951,421 |  |  | $ | 169,013,743 |  |  | $ | 73,081,751 |  |  | $ | 414,046,915 |  |  |  | 99.11 | % |  |  |  |
Nonperforming |  |  | 1,704,184 |  |  |  | 1,418,787 |  |  |  | 587,742 |  |  |  | 3,710,713 |  |  |  | 0.89 | % |  |  |  |
|  | $ | 173,655,605 |  |  | $ | 170,432,530 |  |  | $ | 73,669,493 |  |  | $ | 417,757,628 |  |  |  | 100.00 | % |  |  |  |

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

26

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

As of September 30, 2016 and December 31, 2015, TDRs totaled $6,684,905 and $2,587,413, respectively.

For each class of financing receivable, the following presents the number and recorded investment of TDRs, by type of concession, that were restructured during the three and nine months ended September 30, 2016 and 2015. The difference between the pre-modification recorded investment and the post-modification recorded investment would be any partial charge-offs at the time of the restructuring.

|  | For the three months ended September 30, 2016 |  |  | For the three months ended September 30, 2015 |
Classes of Loans/Leases |  | Number of Loans / Leases |  |  | Pre- Modification Recorded Investment |  |  | Post- Modification Recorded Investment |  |  | Specific Allowance |  |  | Number of Loans / Leases |  |  | Pre- Modification Recorded Investment |  |  | Post- Modification Recorded Investment |  |  | Specific Allowance |
CONCESSION - Significant Payment Delay |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Direct Financing Leases |  |  | 2 |  |  | $ | 461,643 |  |  | $ | 461,643 |  |  | $ | - |  |  |  |  |  |  |  |  |  |  | $ | - |  |  | $ | - |
|  |  | 2 |  |  | $ | 461,643 |  |  | $ | 461,643 |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
CONCESSION - Interest Rate Adjusted Below Market |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Installment and Other Consumer |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  |  | 1 |  |  | $ | 14,203 |  |  | $ | 14,203 |  |  | $ | - |
|  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  |  | 1 |  |  | $ | 14,203 |  |  | $ | 14,203 |  |  | $ | - |
TOTAL |  |  | 2 |  |  | $ | 461,643 |  |  | $ | 461,643 |  |  | $ | - |  |  |  | 1 |  |  | $ | 14,203 |  |  | $ | 14,203 |  |  | $ | - |

|  | For the nine months ended September 30, 2016 |  |  | For the nine months ended September 30, 2015 |
Classes of Loans/Leases |  | Number of Loans / Leases |  |  | Pre- Modification Recorded Investment |  |  | Post- Modification Recorded Investment |  |  | Specific Allowance |  |  | Number of Loans / Leases |  |  | Pre- Modification Recorded Investment |  |  | Post- Modification Recorded Investment |  |  | Specific Allowance |
CONCESSION - Extension of Maturity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  |  | 1 |  |  | $ | 52,286 |  |  | $ | 52,286 |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Direct Financing Leases |  |  | 4 |  |  |  | 410,653 |  |  |  | 410,653 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  |  | 5 |  |  | $ | 462,939 |  |  | $ | 462,939 |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
CONCESSION - Significant Payment Delay |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
C&I |  |  | 1 |  |  | $ | 62,140 |  |  | $ | 62,140 |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Direct Financing Leases |  |  | 6 |  |  |  | 771,672 |  |  |  | 771,672 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  |  | 7 |  |  | $ | 833,812 |  |  | $ | 833,812 |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
CONCESSION - Interest Rate Adjusted Below Market |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CRE - Other |  |  | 1 |  |  | $ | 1,233,740 |  |  | $ | 1,233,740 |  |  | $ | - |  |  |  | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Installment and Other Consumer |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1 |  |  |  | 14,203 |  |  |  | 14,203 |  |  |  | - |
|  |  | 1 |  |  | $ | 1,233,740 |  |  | $ | 1,233,740 |  |  | $ | - |  |  |  | 1 |  |  | $ | 14,203 |  |  | $ | 14,203 |  |  | $ | - |
TOTAL |  |  | 13 |  |  | $ | 2,530,491 |  |  | $ | 2,530,491 |  |  | $ | - |  |  |  | 1 |  |  | $ | 14,203 |  |  | $ | 14,203 |  |  | $ | - |

Of the TDRs reported above, two with a post-modification recorded balance of $1,384,680 were on nonaccrual as of September 30, 2016. Not included in the table above, the Company had one TDR that was restructured and charged off in 2016, totaling $236,545.

For the three and nine months ended September 30, 2016 and 2015, none of the Company’s TDRs had redefaulted within 12 months subsequent to restructure where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status.

27

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 4 – BORROWINGS

Maturity and interest rate information on advances from FHLB as of September 30, 2016 and December 31, 2015 is as follows:

|  | September 30, 2016 |
|  |  |  |  |  | Weighted |  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Average |  |  | Amount Due |  |  | Average |
|  |  |  |  |  | Interest Rate |  |  | with |  |  | Interest Rate |
|  | Amount Due |  |  | at Quarter-End |  |  | Putable Option * |  |  | at Quarter-End |
Maturity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Year ending December 31: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2016 |  | $ | 90,300,000 |  |  |  | 0.55 | % |  | $ | - |  |  |  | - | %
2017 |  |  | 23,342,549 |  |  |  | 2.59 |  |  |  | - |  |  |  | - |
2018 |  |  | 25,000,000 |  |  |  | 2.70 |  |  |  | - |  |  |  | - |
Total FHLB advances |  | $ | 138,642,549 |  |  |  | 1.68 | % |  | $ | - |  |  |  | - | %

|  | December 31, 2015 |
|  |  |  |  |  | Weighted |  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Average |  |  | Amount Due |  |  | Average |
|  |  |  |  |  | Interest Rate |  |  | with |  |  | Interest Rate |
|  | Amount Due |  |  | at Year-End |  |  | Putable Option * |  |  | at Year-End |
Maturity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Year ending December 31: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2016 |  | $ | 103,000,000 |  |  |  | 0.56 | % |  | $ | 2,000,000 |  |  |  | 4.00 | %
2017 |  |  | 18,000,000 |  |  |  | 2.89 |  |  |  | - |  |  |  | - |
2018 |  |  | 30,000,000 |  |  |  | 3.27 |  |  |  | 5,000,000 |  |  |  | 2.84 |
Total FHLB advances |  | $ | 151,000,000 |  |  |  | 1.37 | % |  | $ | 7,000,000 |  |  |  | 3.17 | %

Other borrowings as of September 30, 2016 and December 31, 2015 are summarized as follows:

|  | As of September 30, 2016 |  |  | As of December 31, 2015 |
Wholesale structured repurchase agreements |  | $ | 45,000,000 |  |  | $ | 110,000,000 |
Term note |  |  | 30,000,000 |  |  |  | - |
Revolving line of credit |  |  | 5,000,000 |  |  |  | - |
|  | $ | 80,000,000 |  |  | $ | 110,000,000 |

28

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Maturity and interest rate information concerning wholesale structured repurchase agreements is summarized as follows:

|  | September 30, 2016 |  |  | December 31, 2015 |
|  |  |  |  |  | Weighted |  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Average |  |  |  |  |  |  | Average |
|  |  |  |  |  | Interest Rate |  |  |  |  |  |  | Interest Rate |
|  | Amount Due |  |  | at Quarter-End |  |  | Amount Due |  |  | at Year-End |
Maturity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Year ending December 31: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2016 |  | $ | - |  |  |  | 0.00 | % |  | $ | - |  |  |  | 0.00 | %
2017 |  |  | 10,000,000 |  |  |  | 3.07 |  |  |  | 10,000,000 |  |  |  | 3.00 |
2018 |  |  | - |  |  |  | - |  |  |  | 10,000,000 |  |  |  | 3.97 |
2019 |  |  | 10,000,000 |  |  |  | 3.44 |  |  |  | 45,000,000 |  |  |  | 3.40 |
2020 |  |  | 25,000,000 |  |  |  | 2.48 |  |  |  | 45,000,000 |  |  |  | 2.66 |
Total Wholesale Structured Repurchase Agreements |  | $ | 45,000,000 |  |  |  | 2.83 | % |  | $ | 110,000,000 |  |  |  | 3.11 | %

During the first quarter of 2016, the Company executed balance sheet restructuring strategies at QCBT and CRBT, which included the repayment of $10.0 million of wholesale structured repurchase agreements and $10.0 million of FHLB advances with a combined weighted average interest rate of 3.92%. As a result of this restructuring, the Company incurred $1.3 million (pre-tax) in losses on debt extinguishment that are included in the statements of income. The weighted average duration of this combined debt was 2.17 years, with $10.0 million maturing in 2017 and $10.0 maturing in 2018. This funding was replaced with short-term borrowings at an average interest rate of 0.50%.

During the third quarter of 2016, the Company executed further balance sheet restructuring at QCBT which included the repayment of $55.0 million of wholesale structured repurchase agreements and $5.0 million of FHLB advances with a combined weighted average interest rate of 3.24%. As a result of this restructuring, the Company incurred $4.1 million (pre-tax) in losses on debt extinguishment that are included in the statements of income. The weighted average duration of this combined debt was 2.95 years, with $5.0 million maturing in 2018, $35.0 million maturing in 2019, and $20.0 million maturing in 2020. This funding was replaced partially with proceeds from the sale of bonds previously pledged as collateral for the wholesale structured repurchase agreements ($27.8 million) and the rest with short-term borrowings at an average interest rate of 0.50%.

As of December 31, 2015, the Company maintained a $40.0 million revolving line of credit note, with interest calculated at the effective LIBOR rate plus 2.50% per annum (3.10% at December 31, 2015). At December 31, 2015, the Company had not borrowed on this revolving credit note and had the full amount available. At the renewal date in June 2016, the note was amended to provide a $10.0 million revolving line of credit note and a $30.0 million term note commitment with a five-year term. Interest on the revolving line of credit is calculated at the effective LIBOR rate plus 2.50% per annum (3.34% at September 30, 2016). Interest on the term note is calculated at the effective LIBOR rate plus 3.00% per annum (3.84% at September 30, 2016). Upon closing of the acquisition of CSB, the Company utilized the full $30.0 million term note commitment and borrowed $5.0 million on the revolving line of credit note. At September 30, 2016, the Company had $35.0 million in borrowings outstanding. For the term note, the Company is required to make quarterly principal payments of $1.5 million with maturity information as of September 30, 2016, summarized as follows:

|  | As of September 30, 2016 |
2017 |  |  | 6,000,000 |
2018 |  |  | 6,000,000 |
2019 |  |  | 6,000,000 |
2020 |  |  | 6,000,000 |
2021 |  |  | 6,000,000 |
|  | $ | 30,000,000 |

29

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Similar to the previous revolving note agreement, the amended agreement contains covenants that place restrictions on additional debt and stipulate minimum capital and various operating ratios.

In October 2016, the Company executed new agreements with the creditor on both the term note and the revolving line of credit, adjusting the rate index from 3-month LIBOR to 1-month LIBOR.

During the first quarter of 2016, the Company extinguished $5.1 million of the QCR Holdings Capital Trust IV junior subordinated debentures (the full balance outstanding) and recorded a $1.2 million gain on extinguishment (pre-tax), as the Company was able to acquire the related security at a discount through auction. This gain is included in the statements of income within losses on debt extinguishment. The interest rate on these debentures floated at 3-month LIBOR plus 1.80% and had a rate of 2.42% at the time of extinguishment. QCR Holdings Capital Trust IV was dissolved after the extinguishment.

NOTE 5 - EARNINGS PER SHARE

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

|  | Three months ended |  |  | Nine months ended |
|  | September 30, |  |  | September 30, |
|  | 2016 |  |  | 2015 |  |  | 2016 |  |  | 2015 |
Net income |  | $ | 6,107,501 |  |  | $ | 6,488,987 |  |  | $ | 19,157,457 |  |  | $ | 10,143,058 |
Basic EPS |  | $ | 0.47 |  |  | $ | 0.55 |  |  | $ | 1.55 |  |  | $ | 1.03 |
Diluted EPS |  | $ | 0.46 |  |  | $ | 0.55 |  |  | $ | 1.52 |  |  | $ | 1.01 |
Weighted average common shares outstanding* |  |  | 13,066,777 |  |  |  | 11,713,993 |  |  |  | 12,398,491 |  |  |  | 9,878,882 |
Weighted average common shares issuable upon exercise of stock options and under the employee stock purchase plan |  |  | 202,926 |  |  |  | 161,937 |  |  |  | 181,551 |  |  |  | 145,559 |
Weighted average common and common equivalent shares outstanding |  |  | 13,269,703 |  |  |  | 11,875,930 |  |  |  | 12,580,042 |  |  |  | 10,024,441 |

*The increase in the weighted average common shares outstanding was primarily due to the common stock issuance discussed in Note 9 to the Consolidated Financial Statements.

30

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 6 – FAIR VALUE

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

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

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

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

Assets and liabilities measured at fair value on a recurring basis comprise the following at September 30, 2016 and December 31, 2015:

|  |  |  |  |  | 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) |
September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities AFS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  | $ | 67,884,949 |  |  | $ | - |  |  | $ | 67,884,949 |  |  | $ | - |
Residential mortgage-backed and related securities |  |  | 133,172,804 |  |  |  | - |  |  |  | 133,172,804 |  |  |  | - |
Municipal securities |  |  | 54,640,462 |  |  |  | - |  |  |  | 54,640,462 |  |  |  | - |
Other securities |  |  | 2,491,866 |  |  |  | 1,107 |  |  |  | 2,490,759 |  |  |  | - |
Interest rate caps |  |  | 221,233 |  |  |  | - |  |  |  | 221,233 |  |  |  | - |
Interest rate swaps - assets |  |  | 9,386,262 |  |  |  | - |  |  |  | 9,386,262 |  |  |  | - |
Total assets measured at fair value |  | $ | 267,797,576 |  |  | $ | 1,107 |  |  | $ | 267,796,469 |  |  | $ | - |
Interest rate swaps - liabilities |  | $ | 9,386,262 |  |  | $ | - |  |  | $ | 9,386,262 |  |  | $ | - |
Total liabilities measured at fair value |  | $ | 9,386,262 |  |  | $ | - |  |  | $ | 9,386,262 |  |  | $ | - |
December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities AFS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. govt. sponsored agency securities |  | $ | 213,537,379 |  |  | $ | - |  |  | $ | 213,537,379 |  |  | $ | - |
Residential mortgage-backed and related securities |  |  | 80,670,135 |  |  |  | - |  |  |  | 80,670,135 |  |  |  | - |
Municipal securities |  |  | 27,578,588 |  |  |  | - |  |  |  | 27,578,588 |  |  |  | - |
Other securities |  |  | 1,648,880 |  |  |  | 411 |  |  |  | 1,648,469 |  |  |  | - |
Interest rate caps |  |  | 856,024 |  |  |  | - |  |  |  | 856,024 |  |  |  | - |
Interest rate swaps - assets |  |  | 3,044,525 |  |  |  | - |  |  |  | 3,044,525 |  |  |  | - |
Total assets measured at fair value |  | $ | 327,335,531 |  |  | $ | 411 |  |  | $ | 327,335,120 |  |  | $ | - |
Interest rate swaps - liabilities |  | $ | 3,044,525 |  |  | $ | - |  |  | $ | 3,044,525 |  |  | $ | - |
Total liabilities measured at fair value |  | $ | 3,044,525 |  |  | $ | - |  |  | $ | 3,044,525 |  |  | $ | - |

There were no transfers of assets or liabilities between Levels 1, 2, and 3 of the fair value hierarchy for the three and nine months ended September 30, 2016 or 2015.

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

31

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

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

Interest rate swaps are executed for select commercial customers. The interest rate swaps are further described in Note 1 of the Company’s annual report filed on form 10-K as of December 31, 2015. The fair values are determined by comparing the contract rate on the swap with the then-current market rate for the remaining term of the transaction (Level 2 inputs).

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

Assets measured at fair value on a non-recurring basis comprise the following at September 30, 2016 and December 31, 2015:

|  |  |  |  |  | Fair Value Measurements at Reporting Date Using |
|  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans/leases |  | $ | 7,870,032 |  |  | $ | - |  |  | $ | - |  |  | $ | 7,870,032 |
OREO |  |  | 6,272,211 |  |  |  | - |  |  |  | - |  |  |  | 6,272,211 |
|  | $ | 14,142,243 |  |  | $ | - |  |  | $ | - |  |  | $ | 14,142,243 |
December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans/leases |  | $ | 4,545,966 |  |  | $ | - |  |  | $ | - |  |  | $ | 4,545,966 |
OREO |  |  | 7,722,711 |  |  |  | - |  |  |  | - |  |  |  | 7,722,711 |
|  | $ | 12,268,677 |  |  | $ | - |  |  | $ | - |  |  | $ | 12,268,677 |

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

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

32

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

|  | Quantitative Information about Level Fair Value Measurements |
|  | Fair Value September 30, 2016 |  |  | Fair Value December 31, 2015 |  | Valuation Technique | Unobservable Input |  | Range |
Impaired loans/leases |  | $ | 7,870,032 |  |  | $ | 4,545,966 |  | Appraisal of collateral | Appraisal adjustments |  |  | -10.00% | to | -50.00% |
OREO |  |  | 6,272,211 |  |  |  | 7,722,711 |  | Appraisal of collateral | Appraisal adjustments |  |  | 0.00% | to | -35.00% |

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

There have been no changes in valuation techniques used for any assets measured at fair value during the three and nine months ended September 30, 2016 and 2015.

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

| Fair Value |  | As of September 30, 2016 |  |  | As of December 31, 2015 |
| Hierarchy |  | Carrying |  |  | Estimated |  |  | Carrying |  |  | Estimated |
| Level |  | Value |  |  | Fair Value |  |  | Value |  |  | Fair Value |
Cash and due from banks | Level 1 |  | $ | 61,213,134 |  |  | $ | 61,213,134 |  |  | $ | 41,742,321 |  |  | $ | 41,742,321 |
Federal funds sold | Level 2 |  |  | 21,022,000 |  |  |  | 21,022,000 |  |  |  | 19,850,000 |  |  |  | 19,850,000 |
Interest-bearing deposits at financial institutions | Level 2 |  |  | 75,025,417 |  |  |  | 75,025,417 |  |  |  | 36,313,965 |  |  |  | 36,313,965 |
Investment securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
HTM | Level 2 |  |  | 306,740,174 |  |  |  | 311,494,343 |  |  |  | 253,674,159 |  |  |  | 255,691,285 |
AFS | See Previous Table |  |  | 258,190,081 |  |  |  | 258,190,081 |  |  |  | 323,434,982 |  |  |  | 323,434,982 |
Loans/leases receivable, net | Level 3 |  |  | 7,287,067 |  |  |  | 7,870,032 |  |  |  | 4,209,228 |  |  |  | 4,545,966 |
Loans/leases receivable, net | Level 2 |  |  | 2,324,486,610 |  |  |  | 2,327,955,000 |  |  |  | 1,767,672,541 |  |  |  | 1,764,178,772 |
Interest rate caps | Level 2 |  |  | 221,233 |  |  |  | 221,233 |  |  |  | 856,024 |  |  |  | 856,024 |
Interest rate swaps - assets | Level 2 |  |  | 9,386,262 |  |  |  | 9,386,262 |  |  |  | 3,044,525 |  |  |  | 3,044,525 |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Nonmaturity deposits | Level 2 |  |  | 2,103,706,174 |  |  |  | 2,103,706,174 |  |  |  | 1,516,599,081 |  |  |  | 1,516,599,081 |
Time deposits | Level 2 |  |  | 491,206,579 |  |  |  | 491,849,000 |  |  |  | 364,067,103 |  |  |  | 364,192,000 |
Short-term borrowings | Level 2 |  |  | 60,015,417 |  |  |  | 60,015,417 |  |  |  | 144,662,716 |  |  |  | 144,662,716 |
FHLB advances | Level 2 |  |  | 138,642,529 |  |  |  | 140,153,000 |  |  |  | 151,000,000 |  |  |  | 153,143,000 |
Other borrowings | Level 2 |  |  | 80,000,000 |  |  |  | 82,119,000 |  |  |  | 110,000,000 |  |  |  | 116,061,000 |
Junior subordinated debentures | Level 2 |  |  | 33,446,578 |  |  |  | 24,768,273 |  |  |  | 38,499,052 |  |  |  | 27,642,093 |
Interest rate swaps - liabilities | Level 2 |  |  | 9,386,262 |  |  |  | 9,386,262 |  |  |  | 3,044,525 |  |  |  | 3,044,525 |

33

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 7 – BUSINESS SEGMENT INFORMATION

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

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

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

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

34

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

Selected financial information on the Company’s business segments is presented as follows as of and for the three and nine months ended September 30, 2016 and 2015.

|  | Commercial Banking |  |  | Wealth |  |  |  |  |  |  | Intercompany |  |  | Consolidated |
|  | QCBT |  |  | CRBT |  |  | CSB |  |  | RB&T |  |  | Management |  |  | All Other |  |  | Eliminations |  |  | Total |
Three Months Ended September 30, 2016 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue |  | $ | 18,026,215 |  |  | $ | 10,065,032 |  |  | $ | 2,675,741 |  |  | $ | 4,232,205 |  |  | $ | 2,284,577 |  |  | $ | 8,463,636 |  |  | $ | (8,507,270 | ) |  | $ | 37,240,136 |
Net interest income |  | $ | 11,225,414 |  |  | $ | 7,594,557 |  |  | $ | 2,191,862 |  |  | $ | 3,056,989 |  |  | $ | - |  |  | $ | (438,045 | ) |  | $ | - |  |  | $ | 23,630,777 |
Net income |  | $ | 3,596,469 |  |  | $ | 3,286,724 |  |  | $ | 188,608 |  |  | $ | 944,781 |  |  | $ | 398,859 |  |  | $ | 6,107,492 |  |  | $ | (8,415,432 | ) |  | $ | 6,107,501 |
Total assets |  | $ | 1,407,733,009 |  |  | $ | 887,592,695 |  |  | $ | 580,210,270 |  |  | $ | 393,191,774 |  |  | $ | - |  |  | $ | 368,990,749 |  |  | $ | (356,732,388 | ) |  | $ | 3,280,986,109 |
Provision |  | $ | 1,137,986 |  |  | $ | - |  |  | $ | 270,000 |  |  | $ | 200,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,607,986 |
Goodwill |  | $ | 3,222,688 |  |  | $ | - |  |  | $ | 10,408,938 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 13,631,626 |
Core deposit intangible |  | $ | - |  |  | $ | 1,321,775 |  |  | $ | 6,291,818 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 7,613,593 |
Three Months Ended September 30, 2015 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue |  | $ | 14,143,548 |  |  | $ | 10,047,658 |  |  | $ | - |  |  | $ | 3,922,304 |  |  | $ | 2,314,406 |  |  | $ | 7,937,087 |  |  | $ | (8,821,205 | ) |  | $ | 29,543,798 |
Net interest income |  | $ | 10,728,143 |  |  | $ | 6,956,027 |  |  | $ | - |  |  | $ | 2,771,214 |  |  | $ | - |  |  | $ | (317,858 | ) |  | $ | - |  |  | $ | 20,137,526 |
Net income (loss) |  | $ | 3,786,289 |  |  | $ | 2,893,397 |  |  | $ | - |  |  | $ | 847,709 |  |  | $ | 373,801 |  |  | $ | 6,488,988 |  |  | $ | (7,901,197 | ) |  | $ | 6,488,987 |
Total assets |  | $ | 1,328,053,105 |  |  | $ | 867,064,041 |  |  | $ | - |  |  | $ | 360,348,002 |  |  | $ | - |  |  | $ | 277,001,408 |  |  | $ | (256,611,839 | ) |  | $ | 2,575,854,717 |
Provision |  | $ | 910,263 |  |  | $ | 550,000 |  |  | $ | - |  |  | $ | 175,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,635,263 |
Goodwill |  | $ | 3,222,688 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 3,222,688 |
Core deposit intangible |  | $ | - |  |  | $ | 1,521,287 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,521,287 |
Nine Months Ended September 30, 2016 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue |  | $ | 45,706,061 |  |  | $ | 31,342,345 |  |  | $ | 2,675,741 |  |  | $ | 11,945,081 |  |  | $ | 6,723,690 |  |  | $ | 23,567,906 |  |  | $ | (23,720,471 | ) |  | $ | 98,240,353 |
Net interest income |  | $ | 33,394,620 |  |  | $ | 21,755,270 |  |  | $ | 2,191,862 |  |  | $ | 8,914,380 |  |  | $ | - |  |  | $ | (1,019,020 | ) |  | $ | - |  |  | $ | 65,237,112 |
Net income |  | $ | 10,326,508 |  |  | $ | 9,366,441 |  |  | $ | 188,608 |  |  | $ | 2,334,735 |  |  | $ | 1,232,831 |  |  | $ | 19,157,447 |  |  | $ | (23,449,113 | ) |  | $ | 19,157,457 |
Total assets |  | $ | 1,407,733,009 |  |  | $ | 887,592,695 |  |  | $ | 580,210,270 |  |  | $ | 393,191,774 |  |  | $ | - |  |  | $ | 368,990,749 |  |  | $ | (356,732,388 | ) |  | $ | 3,280,986,109 |
Provision |  | $ | 3,108,821 |  |  | $ | 700,000 |  |  | $ | 270,000 |  |  | $ | 800,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 4,878,821 |
Goodwill |  | $ | 3,222,688 |  |  | $ | - |  |  | $ | 10,408,938 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 13,631,626 |
Core deposit intangible |  | $ | - |  |  | $ | 1,321,775 |  |  | $ | 6,291,818 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 7,613,593 |
Nine Months Ended September 30, 2015 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue |  | $ | 39,893,713 |  |  | $ | 28,396,380 |  |  | $ | - |  |  | $ | 11,095,899 |  |  | $ | 6,927,453 |  |  | $ | 14,487,857 |  |  | $ | (15,556,437 | ) |  | $ | 85,244,865 |
Net interest income |  | $ | 29,745,080 |  |  | $ | 19,836,835 |  |  | $ | - |  |  | $ | 8,089,626 |  |  | $ | - |  |  | $ | (1,260,962 | ) |  | $ | - |  |  | $ | 56,410,579 |
Net income |  | $ | 6,578,479 |  |  | $ | 4,645,136 |  |  | $ | - |  |  | $ | 1,895,933 |  |  | $ | 1,271,661 |  |  | $ | 10,143,059 |  |  | $ | (14,391,210 | ) |  | $ | 10,143,058 |
Total assets |  | $ | 1,328,053,105 |  |  | $ | 867,064,041 |  |  | $ | - |  |  | $ | 360,348,002 |  |  | $ | - |  |  | $ | 277,001,408 |  |  | $ | (256,611,839 | ) |  | $ | 2,575,854,717 |
Provision |  | $ | 3,466,384 |  |  | $ | 1,650,000 |  |  | $ | - |  |  | $ | 578,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 5,694,384 |
Goodwill |  | $ | 3,222,688 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 3,222,688 |
Core deposit intangible |  | $ | - |  |  | $ | 1,521,287 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,521,287 |

35

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 8 – REGULATORY CAPITAL REQUIREMENTS

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

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the subsidiary banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the subsidiary banks to maintain minimum amounts and ratios (set forth in the following table) of total common equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets, each as defined by regulation. Management believes, as of September 30, 2016 and December 31, 2015, 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 September 30, 2016 and December 31, 2015 are also presented in the following table (dollars in thousands). As of September 30, 2016 and December 31, 2015, each of the subsidiary banks met the requirements to be “well capitalized”.

|  |  |  |  |  |  |  |  |  | For Capital |  |  | To Be Well |
|  |  |  |  |  |  |  |  |  | Adequacy Purposes |  |  | Capitalized Under |
|  |  |  |  |  |  |  |  |  | With Capital |  |  | Prompt Corrective |
|  | Actual |  |  | Conservation Buffer* |  |  | Action Provisions |
|  | Amount |  |  | Ratio |  |  | Amount |  | Ratio |  |  | Amount |  | Ratio |
As of September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Company: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 316,063 |  |  |  | 11.33 | % |  | $ | 240,629 |  | > |  |  | 8.625 | % |  | $ | 278,991 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 287,015 |  |  |  | 10.29 | % |  |  | 184,831 |  | > |  |  | 6.625 |  |  |  | 223,192 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 287,015 |  |  |  | 10.09 | % |  |  | 113,737 |  | > |  |  | 4.000 |  |  |  | 142,172 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 257,119 |  |  |  | 9.22 | % |  |  | 142,983 |  | > |  |  | 5.125 |  |  |  | 181,344 |  | > |  |  | 6.5 |
Quad City Bank & Trust: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 138,333 |  |  |  | 11.71 | % |  | $ | 101,861 |  | > |  |  | 8.625 | % |  | $ | 118,100 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 125,410 |  |  |  | 10.62 | % |  |  | 78,241 |  | > |  |  | 6.625 |  |  |  | 94,480 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 125,410 |  |  |  | 8.86 | % |  |  | 56,628 |  | > |  |  | 4.000 |  |  |  | 70,785 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 125,410 |  |  |  | 10.62 | % |  |  | 60,526 |  | > |  |  | 5.125 |  |  |  | 76,765 |  | > |  |  | 6.5 |
Cedar Rapids Bank & Trust: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 104,206 |  |  |  | 13.13 | % |  | $ | 68,474 |  | > |  |  | 8.625 | % |  | $ | 79,390 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 94,266 |  |  |  | 11.87 | % |  |  | 52,596 |  | > |  |  | 6.625 |  |  |  | 63,512 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 94,266 |  |  |  | 10.36 | % |  |  | 36,407 |  | > |  |  | 4.000 |  |  |  | 45,509 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 94,266 |  |  |  | 11.87 | % |  |  | 40,687 |  | > |  |  | 5.125 |  |  |  | 51,604 |  | > |  |  | 6.5 |
Community State Bank: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 67,008 |  |  |  | 14.09 | % |  | $ | 41,031 |  | > |  |  | 8.625 | % |  | $ | 47,572 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 66,735 |  |  |  | 14.03 | % |  |  | 31,516 |  | > |  |  | 6.625 |  |  |  | 38,058 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 66,735 |  |  |  | 11.74 | % |  |  | 22,745 |  | > |  |  | 4.000 |  |  |  | 28,431 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 66,735 |  |  |  | 14.03 | % |  |  | 24,381 |  | > |  |  | 5.125 |  |  |  | 30,922 |  | > |  |  | 6.5 |
Rockford Bank & Trust: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 41,130 |  |  |  | 11.95 | % |  | $ | 29,680 |  | > |  |  | 8.625 | % |  | $ | 34,412 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 36,821 |  |  |  | 10.70 | % |  |  | 22,798 |  | > |  |  | 6.625 |  |  |  | 27,529 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 36,821 |  |  |  | 9.45 | % |  |  | 15,587 |  | > |  |  | 4.000 |  |  |  | 19,484 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 36,821 |  |  |  | 10.70 | % |  |  | 17,636 |  | > |  |  | 5.125 |  |  |  | 22,367 |  | > |  |  | 6.5 |

36

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | To Be Well Capitalized Under |
|  |  |  |  |  |  |  |  |  | For Capital |  |  | Prompt Corrective |
|  | Actual |  |  | Adequacy Purposes* |  |  | Action Provisions |
|  | Amount |  |  | Ratio |  |  | Amount |  |  |  | Ratio |  |  | Amount |  |  |  | Ratio |
As of December 31, 2015: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Company: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 280,273 |  |  |  | 13.11 | % |  | $ | 170,969 |  | > |  |  | 8.0 | % |  | $ | 213,711 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 253,891 |  |  |  | 11.88 | % |  |  | 128,227 |  | > |  |  | 6.0 |  |  |  | 170,969 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 253,891 |  |  |  | 9.75 | % |  |  | 104,163 |  | > |  |  | 4.0 |  |  |  | 130,203 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 220,800 |  |  |  | 10.33 | % |  |  | 96,170 |  | > |  |  | 4.5 |  |  |  | 138,912 |  | > |  |  | 6.5 |
Quad City Bank & Trust: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 135,477 |  |  |  | 12.50 | % |  | $ | 86,726 |  | > |  |  | 8.0 | % |  | $ | 108,407 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 123,498 |  |  |  | 11.39 | % |  |  | 65,044 |  | > |  |  | 6.0 |  |  |  | 86,726 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 123,498 |  |  |  | 8.87 | % |  |  | 55,718 |  | > |  |  | 4.0 |  |  |  | 69,648 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 123,498 |  |  |  | 11.39 | % |  |  | 48,783 |  | > |  |  | 4.5 |  |  |  | 70,465 |  | > |  |  | 6.5 |
Cedar Rapids Bank & Trust: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 105,285 |  |  |  | 14.39 | % |  | $ | 58,537 |  | > |  |  | 8.0 | % |  | $ | 73,172 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 96,118 |  |  |  | 13.14 | % |  |  | 43,903 |  | > |  |  | 6.0 |  |  |  | 58,537 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 96,118 |  |  |  | 10.96 | % |  |  | 35,079 |  | > |  |  | 4.0 |  |  |  | 43,848 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 96,118 |  |  |  | 13.14 | % |  |  | 32,927 |  | > |  |  | 4.5 |  |  |  | 47,562 |  | > |  |  | 6.5 |
Rockford Bank & Trust: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total risk-based capital |  | $ | 38,544 |  |  |  | 11.96 | % |  | $ | 25,772 |  | > |  |  | 8.0 | % |  | $ | 32,216 |  | > |  |  | 10.0 | %
Tier 1 risk-based capital |  |  | 34,514 |  |  |  | 10.71 | % |  |  | 19,329 |  | > |  |  | 6.0 |  |  |  | 25,772 |  | > |  |  | 8.0 |
Tier 1 leverage |  |  | 34,514 |  |  |  | 9.59 | % |  |  | 14,401 |  | > |  |  | 4.0 |  |  |  | 18,001 |  | > |  |  | 5.0 |
Common equity Tier 1 |  |  | 34,514 |  |  |  | 10.71 | % |  |  | 14,497 |  | > |  |  | 4.5 |  |  |  | 20,940 |  | > |  |  | 6.5 |

*The minimums under Basel III phase in higher by .625% (the capital conservation buffer) annually until 2019. The fully phased-in minimums are 10.5% (Total risk-based capital), 8.5% (Tier 1 risk-based capital), and 7.0% (Common equity Tier 1). At December 31, 2015, the New Basel III minimums mirrored the minimums required for capital adequacy purposes. The first phase-in of the Basel III capital conservation buffer occurred in 2016.

On October 27, 2016, the Company filed a universal shelf registration statement on Form S-3 with the SEC. When declared effective by the SEC, the registration statement will allow the Company to offer and sell various types of securities, including common stock, preferred stock, debt securities and/or warrants, from time to time up to an aggregate amount of $100 million. The Company utilized $30.1 million of its previous $100 million shelf registration filing through the offer and sale of its common stock in the second quarter of 2016 to help fund the acquisition of CSB. This Form S-3 filing will replenish the amount available to the previous level of $100 million. The specific terms and prices of any securities offered pursuant to the registration statement will be determined at the time of any future offering and described in a separate prospectus supplement, which would be filed with the SEC at the time of the particular offering, if any.

37

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

NOTE 9 – ACQUISITION OF COMMUNITY STATE BANK AND COMMON STOCK OFFERING

On August 31, 2016, the Company acquired Community State Bank from Van Diest Investment Company. CSB is headquartered in Ankeny, Iowa and is an Iowa-chartered bank that operates ten banking locations throughout the Des Moines metropolitan area. The Company purchased 100% of the outstanding common stock of CSB for cash consideration of $80.0 million.

The acquisition of CSB allowed the Company to expand its footprint into the Des Moines market. CSB has an experienced and capable leadership team that is committed to leading the Company’s efforts in the Des Moines MSA. CSB has demonstrated significant improvement in earnings and asset quality during the last three years. Additionally, CSB has a strong core deposit base and retail franchise. Although CSB already has strong earnings with an expected ROAA of 1.00% in 2016, the Company has identified several opportunities for enhanced future earnings performance. With $581 million of assets acquired, the Company believes this acquisition is large enough to provide meaningful impact on the financial results, but is not too large to overstrain existing infrastructure. Lastly, financial metrics related to the transaction were favorable, as measured by EPS accretion and earn-back of tangible book value dilution.

In connection with the acquisition, during the second quarter of 2016, the Company sold 1,215,000 shares of its common stock at a price of $24.75 per share, for net proceeds of $29.8 million, after deducting expenses. The shares were offered to institutional investors in a registered direct offering conducted without an underwriter or placement agent. The offering was a partial take-down of a previously filed shelf registration and closed on May 23, 2016.

Cash received from the common stock offering was used to help finance the purchase price of the acquisition. Additionally, the Company drew $5.0 million on its $10.0 million revolving line of credit and fully funded its $30.0 million term facility. Both of these facilities are described further in Note 4 to the Consolidated Financial Statements. Cash dividends of $15.2 million from QCBT and CRBT were used to fund the remainder of the purchase price.

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.

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.

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 new market, increasing future earnings potential. There is also value added to the Company through having a footprint in a market that has strong growth potential. Additionally, there are qualitative benefits gained through the addition of a new charter including better leverage of centralized operations and increased lending limits. The experience and value of the personnel at CSB and their knowledge of the Des Moines MSA is also beneficial.

38

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

|  | As of |
|  | August 31, 2016 |
ASSETS |  |  |  |
Cash and due from banks |  | $ | 10,094,645 |
Federal funds sold |  |  | 698,000 |
Interest-bearing deposits at financial institutions |  |  | 14,730,157 |
Securities |  |  | 102,640,029 |
Loans/leases receivable, net |  |  | 419,029,277 |
Premises and equipment |  |  | 20,684,880 |
Core deposit intangible |  |  | 6,352,653 |
Restricted investment securities |  |  | 1,512,900 |
Other real estate owned |  |  | 650,000 |
Other assets |  |  | 4,763,224 |
Total assets acquired |  | $ | 581,155,765 |
LIABILITIES |  |  |  |
Deposits |  | $ | 486,298,262 |
FHLB advances |  |  | 20,368,877 |
Other liabilities |  |  | 4,897,564 |
Total liabilities assumed |  | $ | 511,564,703 |
Net assets acquired |  | $ | 69,591,062 |
CONSIDERATION PAID: |  |  |  |
Cash |  | $ | 80,000,000 |
Total consideration paid |  | $ | 80,000,000 |
Goodwill |  | $ | 10,408,938 |

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 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.

39

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

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

|  | PCI |  |  | Performing |  |  |  |  |
|  | Loans |  |  | Loans |  |  | Total |
Contractually required principal payments |  | $ | 3,662,431 |  |  | $ | 428,552,119 |  |  | $ | 432,214,550 |
Nonaccretable discount |  |  | (991,685 | ) |  |  | - |  |  |  | (991,685 | )
Principal cash flows expected to be collected |  | $ | 2,670,746 |  |  | $ | 428,552,119 |  |  | $ | 431,222,865 |
Accretable discount |  |  | (277,579 | ) |  |  | (11,916,009 | ) |  |  | (12,193,588 | )
Fair Value of acquired loans |  | $ | 2,393,167 |  |  | $ | 416,636,110 |  |  | $ | 419,029,277 |

Changes in accretable yield for the loans acquired were as follows for the three and nine months ended September 30, 2016:

|  | PCI |  |  | Performing |  |  |  |  |
|  | Loans |  |  | Loans |  |  | Total |
Balance at the beginning of the period |  |  | (277,579 | ) |  |  | (11,916,009 | ) |  |  | (12,193,588 | )
Accretion recognized |  |  | 29,317 |  |  |  | 366,293 |  |  |  | 395,610 |
Balance at the end of the period |  | $ | (248,262 | ) |  | $ | (11,549,716 | ) |  | $ | (11,797,978 | )

During the current quarter, there was also $89 thousand of nonaccretable discount that was accelerated due to the early repayment of PCI loans.

Premises and equipment acquired with a fair value of $20,684,880 includes ten branch locations with a fair value of $19,735,000, including a write-up of $8,334,437. The fair value was determined with the assistance of a third party appraiser. The write-up of these properties will be recognized as an increase in depreciation expense over 39 years.

The Company recorded a core deposit intangible totaling $6,352,653 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).

The following table presents the changes in the carrying amount of core deposit intangibles, gross carrying amount, accumulated amortization, and net book value:

|  | September 30, 2016 |
Balance at the beginning of the period |  | $ | 6,352,653 |
Amortization expense |  |  | (60,834 | )
Balance at the end of the period |  | $ | 6,291,819 |
Gross carrying amount |  | $ | 6,352,653 |
Accumulated amortization |  |  | (60,834 | )
Net book value |  | $ | 6,291,819 |

40

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-continued

The following presents the estimated amortization expense of the core deposit intangible:

Years ending December 31, |  | Amount |
2016 |  | $ | 182,503 |
2017 |  |  | 723,955 |
2018 |  |  | 710,751 |
2019 |  |  | 694,374 |
2020 |  |  | 674,819 |
Thereafter |  |  | 3,305,417 |
|  | $ | 6,291,819 |

*There is another core deposit intangible on the balance sheet totaling $1,321,774 that is related to a previous acquisition.

During the first nine months of 2016, the Company incurred $2.4 million of expenses related to the acquisition, comprised primarily of legal, accounting, investment banking costs and personnel costs. These acquisition costs are presented on their own line within the consolidated statements of income. CSB results are included in the consolidated statements of income effective on the acquisition date. For the period 8/31/16 to 9/30/16, CSB reported revenues of $2.7 million and net income of $189 thousand, which included $473 thousand of after tax acquisition costs.

Unaudited pro forma combined operating results for the three and nine months ended September 30, 2016 and 2015, giving effect to the CSB acquisition as if it had occurred as of January 1, 2015, are as follows:

|  | Three months ended |  |  | Nine months ended |
|  | September 30, |  |  | September 30, |
|  | 2016 |  |  | 2015 |  |  | 2016 |  |  | 2015 |
|  | (in thousands, except for per share data) |
Interest income |  | $ | 27,615 |  |  | $ | 25,685 |  |  | $ | 80,755 |  |  | $ | 73,051 |
Noninterest income |  | $ | 11,415 |  |  | $ | 8,074 |  |  | $ | 27,744 |  |  | $ | 23,167 |
Net income |  | $ | 7,301 |  |  | $ | 8,216 |  |  | $ | 23,813 |  |  | $ | 15,324 |
Earnings per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.56 |  |  | $ | 0.64 |  |  | $ | 1.85 |  |  | $ | 1.38 |
Diluted |  | $ | 0.55 |  |  | $ | 0.63 |  |  | $ | 1.82 |  |  | $ | 1.36 |

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, 2015 or of future results of operations of the consolidated entities.

NOTE 10 – RELATED PARTY TRANSACTIONS

Management reviews transactions with related parties on a quarterly basis, as part of Disclosure Committee procedures.

During 2016, the Company entered into a material related party transaction with a company that is owned and controlled by a CRBT director. That company was chosen as the general contractor for the remodel of the Waterloo branch. The company was the original contractor for the branch and is recognized as a leader in Iowa and the Midwest market for the design and construction of financial services and professional office buildings. Based on the company’s expertise, their experience as the original designer/builder of the branch location and a decline to bid from two other contractors, management chose the company as the general contractor. Management determined that the bids received from the company were at market rates.

The project total is estimated at $3.5 million. This is the full contract price, as subcontractors will be utilized to complete the work. It is estimated that the company will receive $2.1 million for their work as the general contractor, including payments for a portion of the actual construction costs as the company is completing a portion of the subcontracting work in addition to being the general contractor.

41

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

This section reviews the financial condition and results of operations of the Company and its subsidiaries for the three and nine months ending September 30, 2016. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends. When reading this discussion, also refer to the Consolidated Financial Statements and related notes in this report. The page locations and specific sections and notes that are referred to are presented in the table of contents.

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

GENERAL

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

QCBT, CRBT and CSB are Iowa-chartered commercial banks, and RB&T is an Illinois-chartered commercial bank. QCBT, CRBT and RB&T are members of the Federal Reserve system with depository accounts insured to the maximum amount permitted by law by the FDIC. CSB is not a Federal Reserve system member at this time, however, CSB intends to file a membership application as soon as possible. CSB’s depository accounts are insured to the maximum amount permitted by law by the FDIC.

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

| ● | CRBT commenced operations in 2001 and provides full-service commercial and consumer banking, and trust and asset management services to Cedar Rapids, Iowa and adjacent communities through its main office located on First Avenue in downtown Cedar Rapids, Iowa and its branch facility located on Council Street in northern Cedar Rapids. Cedar Falls and Waterloo, Iowa and adjacent communities are served through three additional CRBT offices (two in Waterloo and one in Cedar Falls).

| ● | CSB was acquired in the third quarter of 2016, as further described in Note 9 to the Consolidated Financial Statements. CSB provides full-service commercial and consumer banking to the Des Moines, Iowa area and adjacent communities through its 10 branch locations, including its main office located on North Ankeny Boulevard in Ankeny, Iowa.

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

42

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

EXECUTIVE OVERVIEW

The Company reported net income of $6.1 million and diluted EPS of $0.46 for the quarter ended September 30, 2016. This included $1.5 million of acquisition costs (after-tax) related to the acquisition of CSB. By comparison, for the quarter ended June 30, 2016, the Company reported net income of $6.7 million and diluted EPS of $0.53. This included $231 thousand of acquisition costs (after-tax) related to CSB. For the third quarter of 2015, the Company reported net income of $6.5 million and diluted EPS of $0.55.

For the nine months ended September 30, 2016, the Company reported net income of $19.2 million and diluted EPS of $1.52. This included $1.7 million of acquisition costs (after-tax) related to the acquisition of CSB. By comparison, for the nine months ended September 30, 2015, the Company reported net income of $10.1 million and diluted EPS of $1.01. This included several nonrecurring items, including $4.5 million of losses on debt extinguishments (after-tax) related to the balance sheet restructuring that took place in the second quarter of 2015.

The third quarter of 2016 was highlighted by several significant items:

| ● | The successful closing of the acquisition of CSB, headquartered in Ankeny, Iowa;

| ● | Loan and lease growth at an annualized rate of 10.6% through the first nine months of the year (excluding the acquisition of CSB);

| ● | Strong swap fee income and gains on the sale of government guaranteed portions of loans, totaling $4.1 million year-to-date;

| ● | Further reductions in wholesale borrowings totaling $60 million in the third quarter; and

| ● | NIM improvement of 9 basis points quarter-over-quarter.

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

|  | For the three months ended |  |  | For the nine months ended |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | September 30, 2015 |  |  | September 30, 2016 |  |  | September 30, 2015 |
Net income |  | $ | 6,107,501 |  |  | $ | 6,676,467 |  |  | $ | 6,488,987 |  |  | $ | 19,157,457 |  |  | $ | 10,143,058 |
Diluted earnings per common share |  | $ | 0.46 |  |  | $ | 0.53 |  |  | $ | 0.55 |  |  | $ | 1.52 |  |  | $ | 1.01 |
Weighted average common and common equivalent shares outstanding* |  |  | 13,269,703 |  |  |  | 12,516,474 |  |  |  | 11,875,930 |  |  |  | 12,580,042 |  |  |  | 10,024,441 |

*The increase in the weighted average common and common equivalent shares outstanding was primarily due to the common stock issuance discussed in Note 9 to the Consolidated Financial Statements.

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

|  | For the three months ended |  |  | For the nine months ended |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | September 30, 2015 |  |  | September 30, 2016 |  |  | September 30, 2015 |
Net interest income |  | $ | 23,630,777 |  |  | $ | 21,008,813 |  |  | $ | 20,137,526 |  |  | $ | 65,237,112 |  |  | $ | 56,410,579 |
Provision expense |  |  | 1,607,986 |  |  |  | 1,197,850 |  |  |  | 1,635,263 |  |  |  | 4,878,821 |  |  |  | 5,694,384 |
Noninterest income |  |  | 10,423,401 |  |  |  | 6,762,401 |  |  |  | 6,402,686 |  |  |  | 24,008,275 |  |  |  | 18,151,411 |
Noninterest expense |  |  | 24,480,483 |  |  |  | 17,743,753 |  |  |  | 15,947,091 |  |  |  | 59,178,734 |  |  |  | 57,318,599 |
Federal and state income tax expense |  |  | 1,858,208 |  |  |  | 2,153,144 |  |  |  | 2,468,871 |  |  |  | 6,030,375 |  |  |  | 1,405,949 |
Net income |  | $ | 6,107,501 |  |  | $ | 6,676,467 |  |  | $ | 6,488,987 |  |  | $ | 19,157,457 |  |  | $ | 10,143,058 |

43

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

| ● | Net interest income increased 12% compared to the second quarter of 2016 and increased 17% from the same period in 2015. Much of this increase was the result of the acquisition of CSB, which reported net interest income of $2.2 million for the partial quarter.

| ● | Provision increased 34% compared to the second quarter of 2016. Provision was flat from the same period of 2015. The increase in the third quarter was primarily the result of the acquisition of CSB, which reported provision expense of $270 thousand for the partial quarter.

| ● | Noninterest income increased 54% compared to the second quarter of 2016. Noninterest income increased 63% from the third quarter of 2015. The increase in noninterest income was primarily due to a one-time gain from the sale of an equity security totaling $4.0 million.

| ● | Noninterest expense increased 38% compared to the second quarter of 2016. Noninterest expense increased 54% from the third quarter of 2015. The third quarter of 2016 included $2.0 million of pre-tax acquisition costs related to CSB, as well as $4.1 million of losses on debt extinguishment. See Note 4 to the Consolidated Financial Statements for additional details.

| ● | Federal and state income tax expense decreased 14% compared to the second quarter of 2016. Federal and state income tax decreased 25% compared to the third quarter of 2015. See the Income Taxes section of this report for additional details.

LONG-TERM FINANCIAL GOALS

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

| ● | Improve balance sheet efficiency by targeting a gross loans and leases to total assets ratio in the range of 70 – 75%;

| ● | Improve profitability (measured by NIM and ROAA);

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

| ● | Reduce reliance on wholesale funding to less than 15% of total assets;

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

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

| ● | Grow gains on sales of government guaranteed portions of loans and swap fee income to more than $4 million annually; and

| ● | Grow wealth management segment net income by 10% annually.

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

|  |  |  |  |  | For the Quarter Ending |
Goal | Key Metric |  |  | Target** |  |  | September 30, 2016 |  |  | June 30, 2016 |  |  | September 30, 2015 |
Balance sheet efficiency | Gross loans and leases to total assets |  |  | 70 - 75% |  |  |  | 72% |  |  |  | 72% |  |  |  | 68% |
| NIM |  | > 3.75% |  |  |  | 3.71% |  |  |  | 3.62% |  |  |  | 3.51% |
Profitability | ROAA |  | > 1.10% |  |  |  | 0.85% |  |  |  | 1.01% |  |  |  | 1.01% |
| Core ROAA (non-GAAP) |  |  |  |  | 1.05% |  |  |  | 1.04% |  |  |  | 0.97% |
| NPAs to total assets |  | < 0.75% |  |  |  | 0.69% |  |  |  | 0.70% |  |  |  | 0.80% |
Asset quality | Net charge-offs to average loans and leases* |  | < 0.25% annually |  |  |  | 0.15% |  |  |  | 0.12% |  |  |  | 0.26% |
Lower reliance on wholesale funding | Wholesale funding to total assets |  | < 15% |  |  |  | 13% |  |  |  | 18% |  |  |  | 21% |
Funding mix | Noninterest bearing deposits as a percentage of total assets |  | > 30% |  |  |  | 23% |  |  |  | 23% |  |  |  | 23% |
m2 commercial loans and leases | Total loans and leases |  | $250 million |  |  | $206.8 million |  |  | $205.9 million |  |  | $194.9 million |
Consistent, high quality noninterest income revenue streams | Gains on sales of government guaranteed portions of loans and swap fee income* |  | > $4 million annually |  |  | $5.4 million |  |  | $7.1 million |  |  | $2.8 million |
| Grow wealth management segment net income* |  | > 10% annually |  |  |  | (3%) |  |  |  | (7%) |  |  |  | 6% |

* Ratios and amounts provided for these measurements represent year-to-date actual amounts for the respective period, that are then annualized for comparison.

** Targets will be re-evaluated and adjusted as appropriate.

STRATEGIC DEVELOPMENTS

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

| ● | Loan and lease growth year-to-date was 10.6% when annualized (excluding CSB). This is within the Company’s target organic growth rate of 10-12%. A majority of this growth was in the C&I and CRE loan categories. Strong loan and lease growth continues to keep the Company’s loan and leases to asset ratio within the targeted range of 70-75%.

| ● | The Company intends to participate as an acquirer in the consolidation taking place in our markets to further boost ROAA and improve the Company’s efficiency ratio. In the third quarter of 2016, the Company acquired CSB, headquartered in Ankeny, Iowa. See Note 9 of the Consolidated Financial Statements for additional details.

| ● | The Company continued to focus on reducing the NPAs to total assets ratio and decreased this ratio from 0.74% at December 31, 2015 to 0.69% at September 30, 2016. Although NPAs increased as a result of the acquisition of CSB, the NPAs to total assets ratio decreased slightly as compared to the prior quarter and the Company remains committed to further improving asset quality ratios in 2016.

45

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

| ● | Management continued to focus on reducing the Company’s reliance on wholesale funding. The restructuring executed in the first and third quarters of 2016 (as described in Note 4 of the Consolidated Financial Statements) has further reduced the Company’s reliance on long-term wholesale funding. These prepayments, along with the addition of CSB, which has a very strong core funding base with minimal wholesale borrowings, assisted in lowering the Company’s reliance on wholesale funding as a percentage of assets down to 13% in the current quarter. Management continues to closely evaluate opportunities for continued reduction in wholesale funding.

| ● | Correspondent banking continues to be a core line of business for the Company. The Company is competitively positioned with experienced staff, software systems and processes to continue growing in the three states currently served – Iowa, Illinois and Wisconsin. The Company acts as the correspondent bank for 179 downstream banks with average total noninterest bearing deposits of $343.1 million during the third quarter of 2016. This line of business provides a strong source of noninterest bearing deposits, fee income, high-quality loan participations and bank stock loans.

| ● | The Company provides commercial leasing services through its wholly-owned subsidiary, m2 Lease Funds, which has lease specialists in Iowa, Wisconsin, Minnesota, North Carolina, South Carolina, Florida, California, Colorado, Texas and Pennsylvania. Historically, this portfolio has been high yielding, with an average gross yield in 2016 approximating 8.2%. This portfolio has also shown strong asset quality throughout its history.

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

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

| ● | Wealth management is another core line of business for the Company and includes a full range of products, including trust services, brokerage and investment advisory services, asset management, estate planning and financial planning. As of September 30, 2016 the Company had $1.85 billion of total financial assets in trust (and related) accounts and $727 million of total financial assets in brokerage (and related) accounts. Continued growth in assets under management will help to drive trust and investment advisory fees. The Company offers trust and investment advisory services to the correspondent banks that it serves. As management focuses on growing fee income, expanding market share will continue to be a primary strategy.

46

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

GAAP TO NON-GAAP RECONCILIATIONS

The following table presents certain non-GAAP financial measures related to the “tangible common equity to tangible assets ratio”, “core net income”, “core net income attributable to QCR Holdings, Inc. common stockholders”, “core earnings per common share” and “core return on average assets”. The table also reconciles the GAAP performance measures to the corresponding non-GAAP measures.

The tangible common equity to tangible assets ratio has been a focus for investors and management believes that this ratio may assist investors in analyzing the Company’s capital position without regard to the effects of intangible assets. In compliance with applicable rules of the SEC, this non-GAAP measure is reconciled to stockholders’ equity and total assets, which are the most directly comparable GAAP financial measures.

The table below also includes several “core” measurements of financial performance. The Company's management believes that these measures are important to investors as they exclude non-recurring income and expense items; therefore, they provide a better comparison for analysis and may provide a better indicator of future run-rates. In compliance with applicable rules of the SEC, these non-GAAP measures are reconciled to net income, which is the most directly comparable GAAP financial measure.

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.

47

Part I

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

|  | As of |
GAAP TO NON-GAAP RECONCILIATIONS |  | September 30, 2016 |  |  | June 30, 2016 |  |  | March 31, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | (dollars in thousands, except per share data) |
TCE / TA RATIO |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stockholders' equity (GAAP) |  | $ | 280,857 |  |  | $ | 275,117 |  |  | $ | 235,143 |  |  | $ | 225,886 |  |  | $ | 221,115 |
Less: Intangible assets |  |  | 22,755 |  |  |  | 4,595 |  |  |  | 4,645 |  |  |  | 4,694 |  |  |  | 4,744 |
TCE (non-GAAP) |  | $ | 258,102 |  |  | $ | 270,522 |  |  | $ | 230,498 |  |  | $ | 221,192 |  |  | $ | 216,371 |
Total assets (GAAP) |  | $ | 3,280,986 |  |  | $ | 2,683,434 |  |  | $ | 2,640,673 |  |  | $ | 2,593,198 |  |  | $ | 2,575,855 |
Less: Intangible assets |  |  | 22,755 |  |  |  | 4,595 |  |  |  | 4,645 |  |  |  | 4,694 |  |  |  | 4,744 |
TA (non-GAAP) |  | $ | 3,258,231 |  |  | $ | 2,678,839 |  |  | $ | 2,636,028 |  |  | $ | 2,588,504 |  |  | $ | 2,571,111 |
TCE / TA ratio (non-GAAP) |  |  | 7.92 | % |  |  | 10.10 | % |  |  | 8.74 | % |  |  | 8.55 | % |  |  | 8.42 | %

|  | For the Quarter Ended |  |  | For the Nine Months Ended |
|  | September 30, |  |  | June 30, |  |  | March 31, |  |  | December 31, |  |  | September 30, |  |  | September 30, |  |  | September 30, |
CORE NET INCOME |  | 2016 |  |  | 2016 |  |  | 2016 |  |  | 2015 |  |  | 2015 |  |  | 2016 |  |  | 2015 |
Net income (GAAP) |  | $ | 6,108 |  |  | $ | 6,676 |  |  | $ | 6,373 |  |  | $ | 6,785 |  |  | $ | 6,489 |  |  | $ | 19,157 |  |  | $ | 10,143 |
Less nonrecurring items (post-tax) (*): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities gains, net |  | $ | 2,764 |  |  | $ | 12 |  |  | $ | 233 |  |  | $ | 211 |  |  | $ | 37 |  |  | $ | 3,009 |  |  | $ | 308 |
Lawsuit settlement |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 252 |  |  |  |  |  |  |  | 252 |
Total nonrecurring income (non-GAAP) |  | $ | 2,764 |  |  | $ | 12 |  |  | $ | 233 |  |  | $ | 211 |  |  | $ | 289 |  |  | $ | 3,009 |  |  | $ | 560 |
Expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Losses on debt extinguishment |  | $ | 2,689 |  |  | $ | - |  |  | $ | 54 |  |  | $ | 189 |  |  | $ | - |  |  | $ | 2,743 |  |  | $ | 4,481 |
Acquisition costs |  |  | 1,506 |  |  |  | 231 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,737 |  |  |  | - |
Other non-recurring expenses |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 513 |
Accrual adjustments |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (487 | ) |  |  | - |  |  |  | - |  |  |  | - |
Total nonrecurring expense (non-GAAP) |  | $ | 4,195 |  |  | $ | 231 |  |  | $ | 54 |  |  | $ | (298 | ) |  | $ | - |  |  | $ | 4,480 |  |  | $ | 4,994 |
Core net income (non-GAAP) |  | $ | 7,539 |  |  | $ | 6,895 |  |  | $ | 6,194 |  |  | $ | 6,276 |  |  | $ | 6,200 |  |  | $ | 20,628 |  |  | $ | 14,577 |
CORE EPS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Core net income (non-GAAP) (from above) |  | $ | 7,539 |  |  | $ | 6,895 |  |  | $ | 6,194 |  |  | $ | 6,276 |  |  | $ | 6,200 |  |  | $ | 20,628 |  |  | $ | 14,577 |
Weighted average common shares outstanding |  |  | 13,066,777 |  |  |  | 12,335,077 |  |  |  | 11,793,620 |  |  |  | 11,744,495 |  |  |  | 11,713,993 |  |  |  | 12,398,491 |  |  |  | 9,878,882 |
Weighted average common and common equivalent shares outstanding |  |  | 13,269,703 |  |  |  | 12,516,474 |  |  |  | 11,953,949 |  |  |  | 11,926,038 |  |  |  | 11,875,930 |  |  |  | 12,580,042 |  |  |  | 10,024,441 |
Core EPS (non-GAAP): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.58 |  |  | $ | 0.56 |  |  | $ | 0.53 |  |  | $ | 0.53 |  |  | $ | 0.53 |  |  | $ | 1.66 |  |  | $ | 1.48 |
Diluted |  | $ | 0.57 |  |  | $ | 0.55 |  |  | $ | 0.52 |  |  | $ | 0.53 |  |  | $ | 0.52 |  |  | $ | 1.64 |  |  | $ | 1.45 |
CORE ROAA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Core net income (non-GAAP) (from above) |  | $ | 7,539 |  |  | $ | 6,895 |  |  | $ | 6,194 |  |  | $ | 6,276 |  |  | $ | 6,200 |  |  | $ | 20,628 |  |  | $ | 14,577 |
Average Assets |  | $ | 2,865,947 |  |  | $ | 2,640,678 |  |  | $ | 2,602,350 |  |  | $ | 2,611,276 |  |  | $ | 2,563,739 |  |  | $ | 2,702,992 |  |  | $ | 2,529,469 |
Core ROAA (annualized) (non-GAAP) |  |  | 1.05 | % |  |  | 1.04 | % |  |  | 0.95 | % |  |  | 0.96 | % |  |  | 0.97 | % |  |  | 1.02 | % |  |  | 0.77 | %

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

48

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NET INTEREST INCOME - (TAX EQUIVALENT BASIS)

Net interest income, on a tax equivalent basis, increased 18% to $25.2 million for the quarter ended September 30, 2016, compared to the same quarter of the prior year. For the nine months ended September 30, 2016, net interest income, on a tax equivalent basis, increased 16% to $69.5 million, compared to the same period of 2015. Net interest income improved due to several factors:

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

| ● | Organic loan and lease growth has been strong over the past twelve months, as evidenced by average gross loan/lease growth of 15% in that period;

| ● | The recent acquisition of CSB, whose strong margin will significantly contribute to the Company’s results; and

| ● | The Company’s balance sheet restructuring and deleveraging strategies executed throughout 2015 and 2016.

A comparison of yields, spread and margin from the third quarter of 2016 to the third quarter of 2015 is as follows (on a tax equivalent basis):

| ● | The average yield on interest-earning assets increased 18 basis points.

| ● | The average cost of interest-bearing liabilities decreased 2 basis points.

| ● | The net interest spread increased 20 basis points from 3.29% to 3.49%.

| ● | The NIM improved 20 basis points from 3.51% to 3.71%.

A comparison of yields, spread and margin from the first nine months of 2016 to the first nine months of 2015 is as follows (on a tax equivalent basis):

| ● | The average yield on interest-earning assets increased 15 basis points.

| ● | The average cost of interest-bearing liabilities decreased 15 basis points.

| ● | The net interest spread increased 30 basis points from 3.13% to 3.43%.

| ● | The NIM improved 28 basis points from 3.37% to 3.65%.

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

The improvement in margin in the third quarter of 2016 was primarily the result of the acquisition of CSB. Excluding CSB, the Company’s margin was flat from the second quarter of 2016. CSB’s margin will fluctuate based on the amortization and accretion of purchase accounting adjustments, mostly notably, the discount on the loan portfolio. This benefit can fluctuate based on prepayments of both PCI and performing loans. As loans prepay, the associated discount/premium is accelerated.

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

49

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The Company continues to monitor and evaluate both prepayment and debt restructuring opportunities within the wholesale funding portion of the balance sheet, as executing on such a strategy could potentially increase NIM more quickly than holding the debt until maturity.

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

|  | For the three months ended September 30, |
|  | 2016 |  |  | 2015 |
|  |  |  |  |  | Interest |  |  | Average |  |  |  |  |  |  | Interest |  |  | Average |
|  | Average |  |  | Earned |  |  | Yield or |  |  | Average |  |  | Earned |  |  | Yield or |
|  | Balance |  |  | or Paid |  |  | Cost |  |  | Balance |  |  | or Paid |  |  | Cost |
|  | (dollars in thousands) |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Federal funds sold |  | $ | 17,685 |  |  | $ | 13 |  |  |  | 0.29 | % |  | $ | 22,435 |  |  | $ | 8 |  |  |  | 0.14 | %
Interest-bearing deposits at financial institutions |  |  | 67,807 |  |  |  | 103 |  |  |  | 0.60 | % |  |  | 51,380 |  |  |  | 67 |  |  |  | 0.52 | %
Investment securities (1) |  |  | 525,417 |  |  |  | 4,826 |  |  |  | 3.65 | % |  |  | 591,538 |  |  |  | 4,683 |  |  |  | 3.14 | %
Restricted investment securities |  |  | 14,877 |  |  |  | 132 |  |  |  | 3.53 | % |  |  | 14,224 |  |  |  | 127 |  |  |  | 3.54 | %
Gross loans/leases receivable (1) (2) (3) |  |  | 2,077,376 |  |  |  | 23,330 |  |  |  | 4.47 | % |  |  | 1,744,043 |  |  |  | 19,564 |  |  |  | 4.45 | %
Total interest earning assets |  | $ | 2,703,162 |  |  | $ | 28,404 |  |  |  | 4.18 | % |  | $ | 2,423,620 |  |  | $ | 24,449 |  |  |  | 4.00 | %
Noninterest-earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 52,678 |  |  |  |  |  |  |  |  |  |  | $ | 44,679 |  |  |  |  |  |  |  |  |
Premises and equipment |  |  | 42,986 |  |  |  |  |  |  |  |  |  |  |  | 38,318 |  |  |  |  |  |  |  |  |
Less allowance |  |  | (30,927 | ) |  |  |  |  |  |  |  |  |  |  | (26,417 | ) |  |  |  |  |  |  |  |
Other |  |  | 98,048 |  |  |  |  |  |  |  |  |  |  |  | 83,539 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 2,865,947 |  |  |  |  |  |  |  |  |  |  | $ | 2,563,739 |  |  |  |  |  |  |  |  |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing deposits |  | $ | 1,116,325 |  |  |  | 717 |  |  |  | 0.26 | % |  | $ | 822,178 |  |  |  | 465 |  |  |  | 0.22 | %
Time deposits |  |  | 422,603 |  |  |  | 755 |  |  |  | 0.71 | % |  |  | 414,393 |  |  |  | 675 |  |  |  | 0.65 | %
Short-term borrowings |  |  | 30,208 |  |  |  | 12 |  |  |  | 0.16 | % |  |  | 147,880 |  |  |  | 64 |  |  |  | 0.17 | %
FHLB advances |  |  | 118,564 |  |  |  | 421 |  |  |  | 1.41 | % |  |  | 131,343 |  |  |  | 537 |  |  |  | 1.62 | %
Junior subordinated debentures |  |  | 33,430 |  |  |  | 306 |  |  |  | 3.64 | % |  |  | 40,510 |  |  |  | 317 |  |  |  | 3.10 | %
Other borrowings |  |  | 116,856 |  |  |  | 975 |  |  |  | 3.32 | % |  |  | 115,017 |  |  |  | 945 |  |  |  | 3.26 | %
Total interest-bearing liabilities |  | $ | 1,837,986 |  |  | $ | 3,186 |  |  |  | 0.69 | % |  | $ | 1,671,321 |  |  | $ | 3,003 |  |  |  | 0.71 | %
Noninterest-bearing demand deposits |  | $ | 704,469 |  |  |  |  |  |  |  |  |  |  | $ | 645,033 |  |  |  |  |  |  |  |  |
Other noninterest-bearing liabilities |  |  | 45,123 |  |  |  |  |  |  |  |  |  |  |  | 30,932 |  |  |  |  |  |  |  |  |
Total liabilities |  | $ | 2,587,578 |  |  |  |  |  |  |  |  |  |  | $ | 2,347,286 |  |  |  |  |  |  |  |  |
Stockholders' equity |  |  | 278,369 |  |  |  |  |  |  |  |  |  |  |  | 216,453 |  |  |  |  |  |  |  |  |
Total liabilities and stockholders' equity |  | $ | 2,865,947 |  |  |  |  |  |  |  |  |  |  | $ | 2,563,739 |  |  |  |  |  |  |  |  |
Net interest income |  |  |  |  |  | $ | 25,218 |  |  |  |  |  |  |  |  |  |  | $ | 21,446 |  |  |  |  |
Net interest spread |  |  |  |  |  |  |  |  |  |  | 3.49 | % |  |  |  |  |  |  |  |  |  |  | 3.29 | %
Net interest margin |  |  |  |  |  |  |  |  |  |  | 3.71 | % |  |  |  |  |  |  |  |  |  |  | 3.51 | %
Ratio of average interest-earning assets to average interest bearing liabilities |  |  | 147.07 | % |  |  |  |  |  |  |  |  |  |  | 145.01 | % |  |  |  |  |  |  |  |

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

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

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

50

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Analysis of Changes of Interest Income/Interest Expense

For the three months ended September 30, 2016

|  | Inc./(Dec.) |  |  | Components |
|  | from |  |  | of Change (1) |
|  | Prior Period |  |  | Rate |  |  | Volume |
|  | 2016 vs. 2015 |
|  | (dollars in thousands) |
INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |
Federal funds sold |  | $ | 5 |  |  | $ | 16 |  |  | $ | (11 | )
Interest-bearing deposits at financial institutions |  |  | 36 |  |  |  | 12 |  |  |  | 24 |
Investment securities (2) |  |  | 143 |  |  |  | 2,551 |  |  |  | (2,408 | )
Restricted investment securities |  |  | 5 |  |  |  | (3 | ) |  |  | 8 |
Gross loans/leases receivable (2) (3) (4) |  |  | 3,766 |  |  |  | 75 |  |  |  | 3,691 |
Total change in interest income |  | $ | 3,955 |  |  | $ | 2,651 |  |  | $ | 1,304 |
INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing deposits |  | $ | 252 |  |  | $ | 70 |  |  | $ | 182 |
Time deposits |  |  | 80 |  |  |  | 67 |  |  |  | 13 |
Short-term borrowings |  |  | (52 | ) |  |  | (5 | ) |  |  | (47 | )
Federal Home Loan Bank advances |  |  | (116 | ) |  |  | (66 | ) |  |  | (50 | )
Junior subordinated debentures |  |  | (11 | ) |  |  | 214 |  |  |  | (225 | )
Other borrowings |  |  | 30 |  |  |  | 16 |  |  |  | 14 |
Total change in interest expense |  | $ | 183 |  |  | $ | 296 |  |  | $ | (113 | )
Total change in net interest income |  | $ | 3,772 |  |  | $ | 2,355 |  |  | $ | 1,417 |

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

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

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

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

51

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

|  | For the nine months ended September 30, |
|  | 2016 |  |  | 2015 |
|  |  |  |  |  | Interest |  |  | Average |  |  |  |  |  |  | Interest |  |  | Average |
|  | Average |  |  | Earned |  |  | Yield or |  |  | Average |  |  | Earned |  |  | Yield or |
|  | Balance |  |  | or Paid |  |  | Cost |  |  | Balance |  |  | or Paid |  |  | Cost |
|  | (dollars in thousands) |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Federal funds sold |  | $ | 16,364 |  |  | $ | 36 |  |  |  | 0.29 | % |  | $ | 18,549 |  |  | $ | 18 |  |  |  | 0.13 | %
Interest-bearing deposits at financial institutions |  |  | 53,063 |  |  |  | 226 |  |  |  | 0.57 | % |  |  | 55,528 |  |  |  | 208 |  |  |  | 0.50 | %
Investment securities (1) |  |  | 527,162 |  |  |  | 14,084 |  |  |  | 3.57 | % |  |  | 608,687 |  |  |  | 13,725 |  |  |  | 3.01 | %
Restricted investment securities |  |  | 14,396 |  |  |  | 396 |  |  |  | 3.67 | % |  |  | 15,083 |  |  |  | 378 |  |  |  | 3.35 | %
Gross loans/leases receivable (1) (2) (3) |  |  | 1,937,086 |  |  |  | 63,784 |  |  |  | 4.40 | % |  |  | 1,688,605 |  |  |  | 56,452 |  |  |  | 4.47 | %
Total interest earning assets |  | $ | 2,548,070 |  |  | $ | 78,526 |  |  |  | 4.12 | % |  | $ | 2,386,451 |  |  | $ | 70,781 |  |  |  | 3.97 | %
Noninterest-earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 49,677 |  |  |  |  |  |  |  |  |  |  | $ | 43,924 |  |  |  |  |  |  |  |  |
Premises and equipment |  |  | 39,637 |  |  |  |  |  |  |  |  |  |  |  | 38,354 |  |  |  |  |  |  |  |  |
Less allowance |  |  | (28,480 | ) |  |  |  |  |  |  |  |  |  |  | (24,746 | ) |  |  |  |  |  |  |  |
Other |  |  | 94,087 |  |  |  |  |  |  |  |  |  |  |  | 85,485 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 2,702,992 |  |  |  |  |  |  |  |  |  |  | $ | 2,529,469 |  |  |  |  |  |  |  |  |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing deposits |  | $ | 994,476 |  |  |  | 1,931 |  |  |  | 0.26 | % |  | $ | 797,892 |  |  |  | 1,357 |  |  |  | 0.23 | %
Time deposits |  |  | 415,808 |  |  |  | 2,175 |  |  |  | 0.70 | % |  |  | 391,218 |  |  |  | 1,939 |  |  |  | 0.66 | %
Short-term borrowings |  |  | 55,623 |  |  |  | 74 |  |  |  | 0.18 | % |  |  | 163,091 |  |  |  | 181 |  |  |  | 0.15 | %
FHLB advances |  |  | 125,319 |  |  |  | 1,278 |  |  |  | 1.36 | % |  |  | 170,520 |  |  |  | 2,983 |  |  |  | 2.34 | %
Junior subordinated debentures |  |  | 33,825 |  |  |  | 913 |  |  |  | 3.61 | % |  |  | 40,475 |  |  |  | 937 |  |  |  | 3.10 | %
Other borrowings |  |  | 106,201 |  |  |  | 2,624 |  |  |  | 3.30 | % |  |  | 131,278 |  |  |  | 3,286 |  |  |  | 3.35 | %
Total interest-bearing liabilities |  | $ | 1,731,251 |  |  | $ | 8,995 |  |  |  | 0.69 | % |  | $ | 1,694,474 |  |  | $ | 10,683 |  |  |  | 0.84 | %
Noninterest-bearing demand deposits |  | $ | 675,240 |  |  |  |  |  |  |  |  |  |  | $ | 620,089 |  |  |  |  |  |  |  |  |
Other noninterest-bearing liabilities |  |  | 41,499 |  |  |  |  |  |  |  |  |  |  |  | 32,771 |  |  |  |  |  |  |  |  |
Total liabilities |  | $ | 2,447,989 |  |  |  |  |  |  |  |  |  |  | $ | 2,347,334 |  |  |  |  |  |  |  |  |
Stockholders' equity |  |  | 255,002 |  |  |  |  |  |  |  |  |  |  |  | 182,134 |  |  |  |  |  |  |  |  |
Total liabilities and stockholders' equity |  | $ | 2,702,992 |  |  |  |  |  |  |  |  |  |  | $ | 2,529,469 |  |  |  |  |  |  |  |  |
Net interest income |  |  |  |  |  | $ | 69,531 |  |  |  |  |  |  |  |  |  |  | $ | 60,098 |  |  |  |  |
Net interest spread |  |  |  |  |  |  |  |  |  |  | 3.43 | % |  |  |  |  |  |  |  |  |  |  | 3.13 | %
Net interest margin |  |  |  |  |  |  |  |  |  |  | 3.65 | % |  |  |  |  |  |  |  |  |  |  | 3.37 | %
Ratio of average interest-earning assets to average interest-bearing liabilities |  |  | 147.18 | % |  |  |  |  |  |  |  |  |  |  | 140.84 | % |  |  |  |  |  |  |  |

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

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

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

52

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Analysis of Changes of Interest Income/Interest Expense

For the nine months ended September 30, 2016

|  | Inc./(Dec.) |  |  | Components |
|  | from |  |  | of Change (1) |
|  | Prior Period |  |  | Rate |  |  | Volume |
|  | 2016 vs. 2015 |
|  | (dollars in thousands) |
INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |
Federal funds sold |  | $ | 18 |  |  | $ | 22 |  |  | $ | (4 | )
Interest-bearing deposits at financial institutions |  |  | 18 |  |  |  | 32 |  |  |  | (14 | )
Investment securities (2) |  |  | 359 |  |  |  | 3,051 |  |  |  | (2,692 | )
Restricted investment securities |  |  | 18 |  |  |  | 44 |  |  |  | (26 | )
Gross loans/leases receivable (2) (3) (4) |  |  | 7,332 |  |  |  | (1,456 | ) |  |  | 8,788 |
Total change in interest income |  | $ | 7,745 |  |  | $ | 1,693 |  |  | $ | 6,052 |
INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing deposits |  | $ | 574 |  |  | $ | 209 |  |  | $ | 365 |
Time deposits |  |  | 236 |  |  |  | 109 |  |  |  | 127 |
Short-term borrowings |  |  | (107 | ) |  |  | 49 |  |  |  | (156 | )
Federal Home Loan Bank advances |  |  | (1,705 | ) |  |  | (1,043 | ) |  |  | (662 | )
Junior subordinated debentures |  |  | (24 | ) |  |  | 194 |  |  |  | (218 | )
Other borrowings |  |  | (662 | ) |  |  | (45 | ) |  |  | (617 | )
Total change in interest expense |  | $ | (1,688 | ) |  | $ | (527 | ) |  | $ | (1,161 | )
Total change in net interest income |  | $ | 9,433 |  |  | $ | 2,220 |  |  | $ | 7,213 |

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

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

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

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

53

Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

CRITICAL ACCOUNTING POLICIES

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States 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. Certain critical accounting policies are described below.

ALLOWANCE FOR LOAN AND LEASE LOSSES

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

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

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

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

Although management believes the level of the allowance as of September 30, 2016 was adequate to absorb losses in the loan/lease portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.

OTHER–THAN-TEMPORARY IMPAIRMENT

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

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

RESULTS OF OPERATIONS

INTEREST INCOME

Interest income increased 16%, comparing the third quarter of 2016 to the same period of 2015 and increased 11%, comparing the first nine months of 2016 to the same period of 2015.

A portion of this growth was the result of the Company’s strategy to redeploy funds from the securities portfolio into higher yielding loans and leases. In addition, organic loan and lease growth has been strong over the past twelve months. The acquisition of CSB also contributed to this increase. CSB’s interest income for the partial quarter totaled $2.3 million.

Overall, the Company’s average earning assets increased 12%, comparing the third quarter of 2016 to the third quarter of 2015. During the same time period, average gross loans and leases increased 19%, while average investment securities decreased 11%.

The securities portfolio yield continued to increase (from 3.14% for the third quarter of 2015 to 3.65% for the third quarter of 2016) as the Company continued to sell low-yielding investments taking advantage of favorable market opportunities. Call activity picked up in 2016, resulting in the call of some lower-yielding callable agency securities. Additionally, the Company continued to take actions to diversify its securities portfolio, including increasing its portfolio of tax-exempt municipal securities, in an effort to increase tax equivalent interest income without additional income tax expense.

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

INTEREST EXPENSE

Interest expense for the third quarter of 2016 increased 6% from the third quarter of 2015. The acquisition of CSB contributed to this increase, as their interest expense for the partial quarter was $83 thousand. For the first nine months of 2016, interest expense decreased 16% compared to the first nine months of 2015. The Company has been successful in maintaining pricing discipline on deposits and decreasing the cost of borrowings, which has more than offset the growth impact and contributed to the net decline in interest expense.

Management has placed a strong focus on reducing the reliance on long-term wholesale funding as it tends to be higher cost than deposits. In the second quarter of 2015, the Company executed a balance sheet restructuring that is saving approximately $4.2 million of interest expense annually. Continued balance sheet restructurings in the fourth quarter of 2015 and first nine months of 2016 have further reduced interest expense. Refer to Note 4 of the Consolidated Financial Statements in this Form 10-Q and Note 12 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for additional details.

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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PROVISION FOR LOAN/LEASE LOSSES

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

The Company’s provision totaled $1.6 million for the third quarter of 2016, which was flat from the same quarter of the prior year. Notably, CSB incurred $270 thousand of provision expense in the partial quarter since acquisition. Provision for the first nine months of the year totaled $4.9 million, which was down $816 thousand, or 14%, compared to the first nine months of 2015. The decrease in provision expense was primarily due to stronger asset quality in recent periods.

The Company had provision of $1.6 million for the third quarter of 2016 which, when coupled with net charge-offs of $878 thousand, increased the Company’s allowance to $28.8 million at September 30, 2016. As of September 30, 2016, the Company’s allowance to total loans/leases was 1.22%, which was down from 1.46% at June 30, 2016 and down from 1.45% at September 30, 2015, respectively.

In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the acquisition of CSB were recorded at market value; therefore, there was no allowance associated with CSB’s loans at acquisition. Management continues to evaluate the allowance needed on the acquired CSB loans factoring in the net remaining discount ($12.7 million at September 30, 2016). When factoring this remaining discount into the Company’s allowance to total loans and leases calculation, the Company’s allowance as a percentage of total loans and leases increases from 1.22% to 1.76%.

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NONINTEREST INCOME

The following tables set forth the various categories of noninterest income for the three and nine months ended September 30, 2016 and 2015.

|  | Three Months Ended |  |  |  |  |  |  |  |  |
|  | September 30, 2016 |  |  | September 30, 2015 |  |  | $ Change |  |  | % Change |
Trust department fees |  | $ | 1,518,600 |  |  | $ | 1,531,964 |  |  | $ | (13,364 | ) |  |  | (0.9 | )%
Investment advisory and management fees |  |  | 765,977 |  |  |  | 782,442 |  |  |  | (16,465 | ) |  |  | (2.1 | )
Deposit service fees |  |  | 1,150,869 |  |  |  | 984,631 |  |  |  | 166,238 |  |  |  | 16.9 |
Gains on sales of residential real estate loans, net |  |  | 144,105 |  |  |  | 84,609 |  |  |  | 59,496 |  |  |  | 70.3 |
Gains on sales of government guaranteed portions of loans, net |  |  | 218,785 |  |  |  | 759,668 |  |  |  | (540,883 | ) |  |  | (71.2 | )
Swap fee income |  |  | 333,772 |  |  |  | 62,700 |  |  |  | 271,072 |  |  |  | 432.3 |
Securities gains, net |  |  | 4,251,773 |  |  |  | 56,580 |  |  |  | 4,195,193 |  |  |  | 7,414.6 |
Earnings on bank-owned life insurance |  |  | 450,251 |  |  |  | 407,018 |  |  |  | 43,233 |  |  |  | 10.6 |
Debit card fees |  |  | 475,182 |  |  |  | 333,144 |  |  |  | 142,038 |  |  |  | 42.6 |
Correspondent banking fees |  |  | 253,823 |  |  |  | 310,759 |  |  |  | (56,936 | ) |  |  | (18.3 | )
Participation service fees on commercial loan participations |  |  | 237,456 |  |  |  | 201,822 |  |  |  | 35,634 |  |  |  | 17.7 |
Fee income from early termination of leases |  |  | 95,129 |  |  |  | 89,332 |  |  |  | 5,797 |  |  |  | 6.5 |
Credit card issuing fees |  |  | 137,620 |  |  |  | 133,904 |  |  |  | 3,716 |  |  |  | 2.8 |
Lawsuit award |  |  | - |  |  |  | 387,045 |  |  |  | (387,045 | ) |  |  | (100.0 | )
Other |  |  | 390,059 |  |  |  | 277,068 |  |  |  | 112,991 |  |  |  | 40.8 |
Total noninterest income |  | $ | 10,423,401 |  |  | $ | 6,402,686 |  |  | $ | 4,020,715 |  |  |  | 62.8 | %

|  | Nine Months Ended |  |  |  |  |  |  |  |  |
|  | September 30, 2016 |  |  | September 30, 2015 |  |  | $ Change |  |  | % Change |
Trust department fees |  | $ | 4,606,590 |  |  | $ | 4,676,535 |  |  | $ | (69,945 | ) |  |  | (1.5 | )%
Investment advisory and management fees |  |  | 2,117,100 |  |  |  | 2,250,918 |  |  |  | (133,818 | ) |  |  | (5.9 | )
Deposit service fees |  |  | 3,028,758 |  |  |  | 2,790,456 |  |  |  | 238,302 |  |  |  | 8.5 |
Gains on sales of residential real estate loans |  |  | 288,904 |  |  |  | 266,284 |  |  |  | 22,620 |  |  |  | 8.5 |
Gains on sales of government guaranteed portions of loans |  |  | 2,701,203 |  |  |  | 899,987 |  |  |  | 1,801,216 |  |  |  | 200.1 |
Swap fee income |  |  | 1,358,312 |  |  |  | 1,182,630 |  |  |  | 175,682 |  |  |  | 14.9 |
Securities gains, net |  |  | 4,628,283 |  |  |  | 473,513 |  |  |  | 4,154,770 |  |  |  | 877.4 |
Earnings on bank-owned life insurance |  |  | 1,324,380 |  |  |  | 1,318,909 |  |  |  | 5,471 |  |  |  | 0.4 |
Debit card fees |  |  | 1,126,581 |  |  |  | 912,030 |  |  |  | 214,551 |  |  |  | 23.5 |
Correspondent banking fees |  |  | 800,892 |  |  |  | 915,759 |  |  |  | (114,867 | ) |  |  | (12.5 | )
Participation service fees on commercial loan participations |  |  | 694,175 |  |  |  | 647,598 |  |  |  | 46,577 |  |  |  | 7.2 |
Fee income from early termination of leases |  |  | 172,922 |  |  |  | 250,892 |  |  |  | (77,970 | ) |  |  | (31.1 | )
Credit card issuing fees |  |  | 413,348 |  |  |  | 403,713 |  |  |  | 9,635 |  |  |  | 2.4 |
Lawsuit award |  |  | - |  |  |  | 387,045 |  |  |  | (387,045 | ) |  |  | (100.0 | )
Other |  |  | 746,827 |  |  |  | 775,142 |  |  |  | (28,315 | ) |  |  | (3.7 | )
Total noninterest income |  | $ | 24,008,275 |  |  | $ | 18,151,411 |  |  | $ | 5,856,864 |  |  |  | 32.3 | %

In recent years, the Company has been successful in expanding its wealth management customer base, which has helped drive increases in fee income. While trust department fees continue to be a significant contributor to noninterest income, due to poor market conditions early in 2016, coupled with a large amount of distributions to clients and beneficiaries, trust department fees decreased 1% compared to the third quarter of 2015 and decreased 2% when comparing the first nine months of 2016 to the same period of the prior year. Income is generated primarily from fees charged based on assets under administration for corporate and personal trusts and for custodial services. The majority of the trust department fees are determined based on the value of the investments within the fully managed trusts. Additionally, the Company recently started offering trust operations services to correspondent banks.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Management has placed a strong emphasis on growing its investment advisory and management services. Part of this initiative has been to restructure the Company’s Wealth Management Division to allow for more efficient delivery of products and services through selective additions of talent as well as leverage of and collaboration among existing resources (including the aforementioned trust department). Similar to trust department fees, these fees are largely determined based on the value of the investments managed. And, similar to the trust department, the Company has had some success in expanding its customer base. However, due to poor market conditions early in 2016, investment advisory fees decreased 2% from the third quarter of 2015 to the third quarter of 2016 and they decreased 6% when comparing the first nine months of 2015 to the first nine months of 2016.

Deposit service fees expanded 17%, comparing the third quarter of 2016 to the same period in 2015, and expanded 9% when comparing the first nine months of 2016 to the same period of the prior year. The majority of this increase is the result of the addition of CSB. Its deposit service fees for the partial quarter were $152 thousand. Additionally, the Company continues its emphasis on shifting the mix of deposits from brokered and retail time deposits to non-maturity demand deposits across all its markets. With this shift in mix, the Company has increased the number of demand deposit accounts, which tend to be lower in interest cost and higher in service fees. The Company plans to continue this shift in mix and to further focus on growing deposit service fees.

Gains on sales of residential real estate loans increased 70%, comparing the third quarter of 2016 to the third quarter of 2015 and increased 9% when comparing the first nine months of 2016 to the same period of the prior year. With the sustained historically low interest rate environment, refinancing activity has slowed, as many of the Company’s existing and prospective customers have already executed a refinancing. Therefore, this area has become a much smaller contributor to overall noninterest income. Nearly half of the increase in the third quarter was attributable to the addition of CSB, which recognized $27 thousand of gains on the sales of residential real estate in the partial quarter.

The Company’s gains on the sale of government-guaranteed portions of loans for the third quarter were down 71% from the prior year but were up 200% when comparing the first nine months of 2016 to the same period of 2015. Given the nature of these gains, large fluctuations can happen from quarter-to-quarter. Year-to-date results for the current year are reflective of the strong demand for these types of loans in 2016. As one of its core strategies, the Company continues to leverage its expertise by taking advantage of programs offered by the SBA and the USDA. The Company’s portfolio of government-guaranteed loans has grown as a direct result of the Company’s strong expertise in SBA and USDA lending. In some cases, it is more beneficial for the Company to sell the government-guaranteed portion on the secondary market for a premium rather than retain the loans in the Company’s portfolio. Sales activity for government-guaranteed portions of loans tends to fluctuate depending on the demand for loans that fit the criteria for the government guarantee. Further, the size of the transactions can vary and, as the gain is determined as a percentage of the guaranteed amount, the resulting gain on sale can vary. Lastly, a strategy for improved pricing is packaging loans together for sale. From time to time, the Company may execute on this strategy, which may delay the gains on sales of some loans to achieve better pricing. The Company has added additional talent and is executing on strategies in an effort to make this a more consistent and larger source of revenue. The pipelines for SBA and USDA lending are strong, and management believes that the Company will continue to have success in this category.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

As a result of the sustained historically low interest rate environment, the Company was able to execute several 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 upon the pricing. Management believes that these swaps help position the Company more favorably for rising rate environments. Management will continue to review opportunities to execute these swaps at all of its subsidiary banks, as the circumstances are appropriate for the borrower and the Company. Swap fee income totaled $334 thousand in third quarter of 2016, as compared to $63 thousand in third quarter of 2015. Swap fee income totaled $1.4 million for the first nine months of 2016, compared to $1.2 million in the first nine months of 2015. Future levels of swap fee income are dependent upon prevailing interest rates.

Securities gains were $4.3 million for the third quarter of 2016, as compared to $57 thousand in the third quarter of 2015. Securities gains totaled $4.6 million for the first nine months of 2016, compared to $474 thousand for the first nine months of 2015. The Company took advantage of market opportunities by selling approximately $115.8 million of investments that were low-yielding during the nine months ended September 30, 2016. Proceeds were then used to purchase higher-yielding tax-exempt municipal bonds with a modest duration extension and to fund loan and lease growth. In the third quarter of 2016, the Company had the opportunity to sell an equity investment and recognize a gain of $4.0 million, which was then used to reduce wholesale borrowings and further de-lever the balance sheet.

Earnings on BOLI increased 11% from the third quarter of 2015 to the third quarter of 2016 and increased less than 1% comparing the first nine months of 2015 to the first nine months of 2016. There were no purchases of BOLI within the last twelve months. Notably, a small portion of the Company’s BOLI is variable in nature 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. CSB has not invested in BOLI as of September 30, 2016.

Debit card fees are the interchange fees paid on certain debit card customer transactions. Debit card fees increased 43% comparing the third quarter of 2016 to the third quarter of 2015, and increased 24% comparing the first nine months of 2016 to the first nine months of 2015. The primary reason for this increase in debit card fees was the addition of CSB, which had debit card fees totaling $122 thousand for the partial quarter. Additionally, these fees can vary based on customer debit card usage, so fluctuations from period to period may occur. As an opportunity to maximize fees, the Company offers a deposit product with a modestly increased interest rate that incentivizes debit card activity.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Correspondent banking fees decreased 18%, comparing the third quarter of 2016 to the third quarter of 2015 and decreased 13% when comparing the first nine months of 2016 to the first nine months of 2015. As correspondent bank deposit balances rise, they receive a higher earnings credit, which then reduces the direct fees that the Company receives. There was an earnings credit rate increase implemented in the first quarter of 2016. Correspondent banking continues to be a core strategy for the Company, as this line of business provides a high level of noninterest bearing deposits that can be used to fund loan growth as well as a steady source of fee income. The Company now serves approximately 179 banks in Iowa, Illinois and Wisconsin.

Participation service fees on commercial loan participations represent fees paid to the Company by the participant(s) to cover servicing expenses incurred by the Company. The fee is generally 0.25% of the participated loan amount. Additionally, the Company receives a mandated 1.00% servicing fee on the sold portion of government-guaranteed loans. Participation service fees increased 18%, comparing the third quarter of 2016 to the third quarter of 2015, and grew 7%, comparing the first nine months of 2016 to the first nine months of 2015.

The Company recognized $387 thousand of non-recurring income during the third quarter of 2015 from the favorable conclusion of a lawsuit.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NONINTEREST EXPENSE

The following tables set forth the various categories of noninterest expense for the three and nine months ended September 30, 2016 and 2015.

|  | Three Months Ended |  |  |  |  |  |  |  |  |
|  | September 30, 2016 |  |  | September 30, 2015 |  |  | $ Change |  |  | % Change |
Salaries and employee benefits |  | $ | 11,202,460 |  |  | $ | 10,583,361 |  |  | $ | 619,099 |  |  |  | 5.8 | %
Occupancy and equipment expense |  |  | 2,086,331 |  |  |  | 1,863,648 |  |  |  | 222,683 |  |  |  | 11.9 |
Professional and data processing fees |  |  | 1,931,329 |  |  |  | 1,742,268 |  |  |  | 189,061 |  |  |  | 10.9 |
Acquisition costs |  |  | 2,046,036 |  |  |  | - |  |  |  | 2,046,036 |  |  |  | 100.0 |
FDIC insurance, other insurance and regulatory fees |  |  | 582,835 |  |  |  | 702,136 |  |  |  | (119,301 | ) |  |  | (17.0 | )
Loan/lease expense |  |  | 102,678 |  |  |  | 90,415 |  |  |  | 12,263 |  |  |  | 13.6 |
Net cost of operations of other real estate |  |  | 133,055 |  |  |  | (1,117,671 | ) |  |  | 1,250,726 |  |  |  | (111.9 | )
Advertising and marketing |  |  | 547,768 |  |  |  | 460,411 |  |  |  | 87,357 |  |  |  | 19.0 |
Postage and communications |  |  | 237,569 |  |  |  | 220,895 |  |  |  | 16,674 |  |  |  | 7.5 |
Stationery and supplies |  |  | 167,887 |  |  |  | 144,967 |  |  |  | 22,920 |  |  |  | 15.8 |
Bank service charges |  |  | 415,401 |  |  |  | 392,352 |  |  |  | 23,049 |  |  |  | 5.9 |
Losses on debt extinguishment, net |  |  | 4,137,310 |  |  |  | - |  |  |  | 4,137,310 |  |  |  | 100.0 |
Correspondent banking expense |  |  | 205,998 |  |  |  | 176,977 |  |  |  | 29,021 |  |  |  | 16.4 |
Other |  |  | 683,826 |  |  |  | 687,332 |  |  |  | (3,506 | ) |  |  | (0.5 | )
Total noninterest expense |  | $ | 24,480,483 |  |  | $ | 15,947,091 |  |  | $ | 8,533,392 |  |  |  | 53.5 | %

|  | Nine Months Ended |  |  |  |  |  |  |  |  |
|  | September 30, 2016 |  |  | September 30, 2015 |  |  | $ Change |  |  | % Change |
Salaries and employee benefits |  | $ | 32,920,840 |  |  | $ | 32,709,765 |  |  | $ | 211,075 |  |  |  | 0.6 | %
Occupancy and equipment expense |  |  | 5,797,875 |  |  |  | 5,507,533 |  |  |  | 290,342 |  |  |  | 5.3 |
Professional and data processing fees |  |  | 4,921,064 |  |  |  | 4,683,480 |  |  |  | 237,584 |  |  |  | 5.1 |
Acquisition costs |  |  | 2,401,005 |  |  |  | - |  |  |  | 2,401,005 |  |  |  | 100.0 |
FDIC insurance, other insurance and regulatory fees |  |  | 1,866,804 |  |  |  | 2,151,756 |  |  |  | (284,952 | ) |  |  | (13.2 | )
Loan/lease expense |  |  | 419,846 |  |  |  | 601,888 |  |  |  | (182,042 | ) |  |  | (30.2 | )
Net cost of operations of other real estate |  |  | 513,149 |  |  |  | (1,088,696 | ) |  |  | 1,601,845 |  |  |  | (147.1 | )
Advertising and marketing |  |  | 1,367,478 |  |  |  | 1,368,152 |  |  |  | (674 | ) |  |  | (0.0 | )
Postage and communications |  |  | 711,226 |  |  |  | 683,993 |  |  |  | 27,233 |  |  |  | 4.0 |
Stationery and supplies |  |  | 490,682 |  |  |  | 424,330 |  |  |  | 66,352 |  |  |  | 15.6 |
Bank service charges |  |  | 1,246,682 |  |  |  | 1,088,806 |  |  |  | 157,876 |  |  |  | 14.5 |
Losses on debt extinguishment, net |  |  | 4,220,507 |  |  |  | 6,894,185 |  |  |  | (2,673,678 | ) |  |  | (38.8 | )
Correspondent banking expense |  |  | 564,763 |  |  |  | 517,770 |  |  |  | 46,993 |  |  |  | 9.1 |
Other |  |  | 1,736,813 |  |  |  | 1,775,637 |  |  |  | (38,824 | ) |  |  | (2.2 | )
Total noninterest expense |  | $ | 59,178,734 |  |  | $ | 57,318,599 |  |  | $ | 1,860,135 |  |  |  | 3.2 | %

Management places a strong emphasis on overall cost containment and is committed to improving the Company’s general efficiency.

Salaries and employee benefits, which is the largest component of noninterest expense, increased from the third quarter of 2015 to the third quarter of 2016 by 6%. This increase is related to the acquisition of CSB. CSB’s salaries and benefits for the partial quarter totaled $759 thousand. Salaries and employee benefits increased only 1% when comparing the first nine months of 2016 to the first nine months of 2015.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

Occupancy and equipment expense increased 12%, comparing the third quarter of 2016 to the same period of the prior year and increased 5% when comparing the first nine months of 2016 to the same period of the prior year. The increased expense was mostly due to the addition of CSB for the partial quarter.

Professional and data processing fees increased 11%, comparing the third quarter of 2016 to the same period in 2015 and increased 5% comparing the first nine months of 2016 to the same period in 2015. This increased expense was mostly due to the addition of CSB for the partial quarter. CSB’s professional and data processing fees totaled $200 thousand for the period since acquisition. Generally, professional and data processing fees can fluctuate depending on certain one-time project costs. Management will continue to focus on minimizing such one-time costs and driving recurring costs down through contract renegotiation or managed reduction in activity where costs are determined on a usage basis.

Acquisition costs for the third quarter of 2016 were $2.0 million. For the first nine months of 2016, acquisition costs totaled $2.4 million. These costs were related to the acquisition of CSB, as described in Note 9 to the Consolidated Financial Statements.

FDIC and other insurance expense decreased 17%, comparing the third quarter of 2016 to the third quarter of 2015, and decreased 13% comparing the first nine months of 2016 to the same period of 2015. The decrease in expense was due to a decrease in the assessment rate designated by the FDIC. Partially offsetting this was the acquisition of CSB, which has $45 thousand of FDIC and other insurance expense.

Loan/lease expense increased 14%, comparing the third quarter of 2016 to the same quarter of 2015 and decreased 30% when comparing the first nine months of 2016 to the same period of 2015. The Company incurred elevated levels of expense during 2015 for certain existing NPLs in connection with the work-out of these loans. Generally, loan/lease expense has a direct relationship with the level of NPLs; however, it may deviate depending upon the individual NPLs.

Net cost of operations of other real estate includes gains/losses on the sale of OREO, write-downs of OREO and all income/expenses associated with OREO. Net costs of operations of other real estate totaled $133 thousand for the third quarter of 2016, compared to ($1.1) million for the third quarter of 2015. Net costs of operations of other real estate totaled $513 thousand for the first nine months of 2016, compared to ($1.1) million for the first nine months of 2015. The third quarter of 2015 included a large gain on the sale of an OREO property.

Bank service charges, a large portion of which includes indirect costs incurred to provide services to QCBT’s correspondent banking customer portfolio, increased 6% from the third quarter of 2015 to the third quarter of 2016 and increased 15% from the first nine months of 2015 to the first nine months of 2016. The increase was due, in large part, to the success QCBT has had in growing its correspondent banking customer portfolio. As transactions volumes continue to increase and the number of correspondent banking clients increases, the associated expenses will also increase. This may not directly correlate to correspondent banking balances, as quarter-end balances can fluctuate.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

In the first nine months of 2016, the Company incurred $4.2 million of losses on debt extinguishment, net. This amount included $5.4 million of losses related to the prepayment of certain FHLB advances and whole structured repurchase agreements, as well as a $1.2 million gain recognized through the repurchase of trust preferred securities. For further details, please refer to Note 4 of the Consolidated Financial Statements. In the first nine months of 2015, the Company incurred $6.9 million of losses on debt extinguishment, net, due to the prepayment of certain FHLB advances and structured repurchase agreements, as described in detail within Note 12 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Correspondent banking expense was up 16% when comparing the third quarter of 2016 to the third quarter of 2015 and up 9% when comparing the first nine months of 2016 to the same period of 2015. These are direct costs incurred to provide services to QCBT’s correspondent banking customer portfolio, including safekeeping and cash management services.

INCOME TAXES

In the third quarter of 2016, the Company incurred income tax expense of $1.9 million. For the first nine months of the year, the Company incurred income tax expense of $6.0 million. Following is a reconciliation of the expected income tax expense to the income tax expense included in the consolidated statements of income for the three and nine months ended September 30, 2016 and 2015.

|  | For the Three Months Ended September 30, |  |  | For the Nine Months Ended September 30, |
|  | 2016 |  |  | 2015 |  |  | 2016 |  |  | 2015 |
|  |  |  |  |  | % of |  |  |  |  |  |  | % of |  |  |  |  |  |  | % of |  |  |  |  |  |  | % of |
|  |  |  |  |  | Pretax |  |  |  |  |  |  | Pretax |  |  |  |  |  |  | Pretax |  |  |  |  |  |  | Pretax |
|  | Amount |  |  | Income |  |  | Amount |  |  | Income |  |  | Amount |  |  | Income |  |  | Amount |  |  | Income |
Computed "expected" tax expense |  | $ | 2,787,998 |  |  |  | 35.0 | % |  | $ | 3,135,250 |  |  |  | 35.0 | % |  | $ | 8,815,741 |  |  |  | 35.0 | % |  | $ | 4,042,152 |  |  |  | 35.0 | %
Tax exempt income, net |  |  | (1,180,470 | ) |  |  | (14.8 | ) |  |  | (832,287 | ) |  |  | (9.3 | ) |  |  | (3,135,276 | ) |  |  | (12.5 | ) |  |  | (2,541,017 | ) |  |  | (22.0 | )
Bank-owned life insurance |  |  | (157,587 | ) |  |  | (2.0 | ) |  |  | (142,456 | ) |  |  | (1.6 | ) |  |  | (463,532 | ) |  |  | (1.8 | ) |  |  | (461,618 | ) |  |  | (4.0 | )
State income taxes, net of federal benefit, current year |  |  | 289,287 |  |  |  | 3.6 |  |  |  | 284,346 |  |  |  | 3.2 |  |  |  | 853,325 |  |  |  | 3.4 |  |  |  | 369,563 |  |  |  | 3.2 |
Other |  |  | 118,980 |  |  |  | 1.5 |  |  |  | 24,018 |  |  |  | 0.3 |  |  |  | (39,883 | ) |  |  | (0.2 | ) |  |  | (3,131 | ) |  |  | (0.0 | )
Federal and state income tax expense |  | $ | 1,858,208 |  |  |  | 23.3 | % |  | $ | 2,468,871 |  |  |  | 27.6 | % |  | $ | 6,030,375 |  |  |  | 23.9 | % |  | $ | 1,405,949 |  |  |  | 12.2 | %

The effective tax for the quarter ended September 30, 2016 was 23.3% which was a decrease from the effective tax rate of 27.6% for the quarter ended September 30, 2015. The effective tax rate for the nine months ended September 30, 2016 was 23.9%, which was an increase over the effective tax rate of 12.2% for the nine months ended September 30, 2015.

During the third quarter ended September 30, 2016, the Company incurred $2.0 million of acquisition costs (of which $1.5 million was deductible for income taxes) which contributed to a decline in pre-tax income comparing the third quarter of 2016 to the third quarter of 2015. In addition, the Company increased its income from tax exempt sources mostly from growth in tax-exempt municipal bonds and loans. Combining the impact of the acquisition costs and the increase in tax exempt income during the third quarter of 2016, the result is a larger portion of tax exempt income of the total pre-tax income which led to the reduced effective tax rate. Comparing the nine months ended September 30, 2016 to the same period in 2015, the Company’s pre-tax income more than doubled. In the first half of 2015, the Company incurred elevated deductible expenses (including $6.9 million of losses on debt extinguishment, net) which led to a significantly reduced effective tax rate for the first nine months of 2015.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

FINANCIAL CONDITION

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

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | (dollars in thousands) |
|  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |
Cash and due from banks |  | $ | 61,213 |  |  |  | 2 | % |  | $ | 49,581 |  |  |  | 2 | % |  | $ | 41,742 |  |  |  | 2 | % |  | $ | 41,053 |  |  |  | 2 | %
Federal funds sold and interest-bearing deposits |  |  | 96,047 |  |  |  | 3 | % |  |  | 68,432 |  |  |  | 3 | % |  |  | 56,164 |  |  |  | 2 | % |  |  | 66,606 |  |  |  | 3 | %
Securities |  |  | 564,930 |  |  |  | 17 | % |  |  | 510,959 |  |  |  | 19 | % |  |  | 577,109 |  |  |  | 22 | % |  |  | 590,775 |  |  |  | 23 | %
Net loans/leases |  |  | 2,331,774 |  |  |  | 71 | % |  |  | 1,894,676 |  |  |  | 70 | % |  |  | 1,771,882 |  |  |  | 68 | % |  |  | 1,730,138 |  |  |  | 67 | %
Other assets |  |  | 227,022 |  |  |  | 7 | % |  |  | 159,786 |  |  |  | 6 | % |  |  | 146,301 |  |  |  | 6 | % |  |  | 147,283 |  |  |  | 6 | %
Total assets |  | $ | 3,280,986 |  |  |  | 100 | % |  | $ | 2,683,434 |  |  |  | 100 | % |  | $ | 2,593,198 |  |  |  | 100 | % |  | $ | 2,575,855 |  |  |  | 100 | %
Total deposits |  | $ | 2,594,913 |  |  |  | 79 | % |  | $ | 1,973,594 |  |  |  | 74 | % |  | $ | 1,880,666 |  |  |  | 72 | % |  | $ | 1,855,319 |  |  |  | 71 | %
Total borrowings |  |  | 312,104 |  |  |  | 10 | % |  |  | 381,875 |  |  |  | 14 | % |  |  | 444,162 |  |  |  | 17 | % |  |  | 456,091 |  |  |  | 18 | %
Other liabilities |  |  | 93,112 |  |  |  | 3 | % |  |  | 52,848 |  |  |  | 2 | % |  |  | 42,484 |  |  |  | 2 | % |  |  | 43,330 |  |  |  | 2 | %
Total stockholders' equity |  |  | 280,857 |  |  |  | 8 | % |  |  | 275,117 |  |  |  | 10 | % |  |  | 225,886 |  |  |  | 9 | % |  |  | 221,115 |  |  |  | 9 | %
Total liabilities and stockholders' equity |  | $ | 3,280,986 |  |  |  | 100 | % |  | $ | 2,683,434 |  |  |  | 100 | % |  | $ | 2,593,198 |  |  |  | 100 | % |  | $ | 2,575,855 |  |  |  | 100 | %

During the third quarter of 2016, the Company’s total assets increased $597.6 million, or 22%, to a total of $3.3 billion. Most of this growth was attributable to CSB, which had $580.2 million in total assets as of September 30, 2016. Total gross loans and leases grew $437.8 million. Of the $437.8 million of loan growth, $419.5 million related to CSB, while the remaining $18.3 million was organic growth. The loan and lease growth was funded primarily by deposits, which increased $140.1 million in the third quarter, excluding the acquisition of CSB. This deposit growth allowed the Company to further reduce borrowings. Total borrowings decreased $69.8 million, or 18%, in the third quarter of 2016. Stockholders’ equity increased $5.7 million, or 2%, in the current quarter due to net income.

INVESTMENT SECURITIES

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |
|  | (dollars in thousands) |
U.S. govt. sponsored agency securities |  | $ | 67,885 |  |  |  | 12 | % |  | $ | 88,321 |  |  |  | 25 | % |  | $ | 213,537 |  |  |  | 37 | % |  | $ | 247,625 |  |  |  | 43 | %
Municipal securities |  |  | 360,330 |  |  |  | 64 | % |  |  | 302,689 |  |  |  | 53 | % |  |  | 280,203 |  |  |  | 49 | % |  |  | 265,293 |  |  |  | 42 | %
Residential mortgage-backed and related securities |  |  | 133,173 |  |  |  | 24 | % |  |  | 116,765 |  |  |  | 22 | % |  |  | 80,670 |  |  |  | 14 | % |  |  | 74,901 |  |  |  | 14 | %
Other securities |  |  | 3,542 |  |  |  | 1 | % |  |  | 3,184 |  |  |  | 0 | % |  |  | 2,699 |  |  |  | 0 | % |  |  | 2,956 |  |  |  | 1 | %
|  | $ | 564,930 |  |  |  | 100 | % |  | $ | 510,959 |  |  |  | 100 | % |  | $ | 577,109 |  |  |  | 100 | % |  | $ | 590,775 |  |  |  | 100 | %
Securities as a % of Total Assets |  |  | 17.22 | % |  |  |  |  |  |  | 19.04 | % |  |  |  |  |  |  | 22.25 | % |  |  |  |  |  |  | 22.94 | % |  |  |  |
Net Unrealized Gains (Losses) as a % of Amortized Cost |  |  | 1.53 | % |  |  |  |  |  |  | 1.95 | % |  |  |  |  |  |  | (0.03 | %) |  |  |  |  |  |  | 0.41 | % |  |  |  |
Duration (in years) |  |  | 5.7 |  |  |  |  |  |  |  | 5.1 |  |  |  |  |  |  |  | 5.1 |  |  |  |  |  |  |  | 4.5 |  |  |  |  |
Yield on investment securities (tax equivalent) |  |  | 3.65 | % |  |  |  |  |  |  | 3.64 | % |  |  |  |  |  |  | 3.07 | % |  |  |  |  |  |  | 3.14 | % |  |  |  |

As a result of fluctuations in longer-term interest rates, the fair value of the Company’s securities portfolio went from a net unrealized gain position of 1.95% of amortized cost at June 30, 2016 to a net unrealized gain position of 1.53% of amortized cost at September 30, 2016. Management performs an evaluation of the portfolio quarterly to understand the current market value as well as projections of market value in a variety of rising and falling interest rate scenarios. In addition, management has evaluated those securities with an unrealized loss position to determine whether the loss is derived from credit deterioration or the movement in interest rates. The evaluation determined that there were no securities in the portfolio with OTTI. See the “Critical Accounting Policies” section of this report for further discussion of this evaluation.

The duration of the securities portfolio has increased slightly during the current quarter. Duration was extended from the strong growth in longer term fixed rate municipal securities. Additionally, some shorter-duration agency securities were sold during the quarter, increasing the average duration of the overall portfolio.

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

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

LOANS/LEASES

Total loans/leases grew 10.6% on an annualized basis during the first nine months of 2016 when excluding CSB. The mix of the loan/lease types within the Company’s loan/lease portfolio is presented in the following table.

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |
|  | (dollars in thousands) |
C&I loans |  | $ | 804,308 |  |  |  | 34 | % |  | $ | 706,261 |  |  |  | 37 | % |  | $ | 648,160 |  |  |  | 36 | % |  | $ | 647,398 |  |  |  | 36 | %
CRE loans |  |  | 1,070,305 |  |  |  | 45 | % |  |  | 784,379 |  |  |  | 41 | % |  |  | 724,369 |  |  |  | 40 | % |  |  | 692,569 |  |  |  | 41 | %
Direct financing leases |  |  | 166,924 |  |  |  | 7 | % |  |  | 169,928 |  |  |  | 9 | % |  |  | 173,656 |  |  |  | 10 | % |  |  | 173,304 |  |  |  | 10 | %
Residential real estate loans |  |  | 229,081 |  |  |  | 10 | % |  |  | 180,482 |  |  |  | 9 | % |  |  | 170,433 |  |  |  | 10 | % |  |  | 165,061 |  |  |  | 9 | %
Installment and other consumer loans |  |  | 81,918 |  |  |  | 3 | % |  |  | 73,658 |  |  |  | 4 | % |  |  | 73,669 |  |  |  | 4 | % |  |  | 69,863 |  |  |  | 4 | %
Total loans/leases |  | $ | 2,352,536 |  |  |  | 100 | % |  | $ | 1,914,708 |  |  |  | 100 | % |  | $ | 1,790,287 |  |  |  | 100 | % |  | $ | 1,748,195 |  |  |  | 100 | %
Plus deferred loan/lease origination costs, net of fees |  |  | 8,065 |  |  |  |  |  |  |  | 8,065 |  |  |  |  |  |  |  | 7,736 |  |  |  |  |  |  |  | 7,477 |  |  |  |  |
Less allowance |  |  | (28,827 | ) |  |  |  |  |  |  | (28,097 | ) |  |  |  |  |  |  | (26,141 | ) |  |  |  |  |  |  | (25,534 | ) |  |  |  |
Net loans/leases |  | $ | 2,331,774 |  |  |  |  |  |  | $ | 1,894,676 |  |  |  |  |  |  | $ | 1,771,882 |  |  |  |  |  |  | $ | 1,730,138 |  |  |  |  |

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 September 30, 2016 and June 30, 2016, respectively, approximately 30% and 33% of the CRE loan portfolio was owner-occupied. The decrease in this percentage in the third quarter was mostly due to the addition of CSB, which had a slightly lower owner-occupied percentage as compared to the other three charters. CSB’s percentage of owner-occupied loans was 17% of their CRE portfolio, while the other three charters were collectively at 34%.

Over the past several quarters, the Company has been successful in shifting the mix of its commercial loan portfolio by adding more C&I loans. C&I loans grew $156.9 million, or 24% over the past twelve months. A portion of this growth was attributable to the acquisition of CSB, which had $101.0 million of C&I loans as of September 30, 2016.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

|  | As of September 30, |  |  | As of June 30, |  |  | As of December 31, |  |  | As of September 30, |
|  | 2016 |  |  | 2016 |  |  | 2015 |  |  | 2015 |
|  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |
|  | (dollars in thousands) |
Lessors of Nonresidential Buildings |  | $ | 333,100 |  |  |  | 32 | % |  | $ | 285,522 |  |  |  | 36 | % |  | $ | 264,133 |  |  |  | 37 | % |  | $ | 250,202 |  |  |  | 36 | %
Lessors of Residential Buildings |  |  | 141,051 |  |  |  | 13 | % |  |  | 104,395 |  |  |  | 13 | % |  |  | 89,189 |  |  |  | 12 | % |  |  | 92,986 |  |  |  | 13 | %
New Single-Family Housing Construction |  |  | 86,560 |  |  |  | 8 | % |  |  | 7,024 |  |  |  | 1 | % |  |  | 5,406 |  |  |  | 1 | % |  |  | 7,717 |  |  |  | 1 | %
Lessors of Other Real Estate Property |  |  | 23,521 |  |  |  | 2 | % |  |  | 21,803 |  |  |  | 3 | % |  |  | 22,009 |  |  |  | 3 | % |  |  | 18,056 |  |  |  | 3 | %
Hotels |  |  | 24,509 |  |  |  | 2 | % |  |  | 19,804 |  |  |  | 3 | % |  |  | 19,228 |  |  |  | 3 | % |  |  | 19,190 |  |  |  | 3 | %
Land Subdivision |  |  | 31,690 |  |  |  | 3 | % |  |  | 18,034 |  |  |  | 2 | % |  |  | 17,839 |  |  |  | 2 | % |  |  | 15,537 |  |  |  | 2 | %
Nursing Care Facilities |  |  | 21,823 |  |  |  | 2 | % |  |  | 15,070 |  |  |  | 2 | % |  |  | 17,288 |  |  |  | 2 | % |  |  | 10,689 |  |  |  | 2 | %
Other * |  |  | 408,051 |  |  |  | 38 | % |  |  | 312,727 |  |  |  | 40 | % |  |  | 289,277 |  |  |  | 40 | % |  |  | 278,192 |  |  |  | 40 | %
Total CRE Loans |  | $ | 1,070,305 |  |  |  | 100 | % |  | $ | 784,379 |  |  |  | 100 | % |  | $ | 724,369 |  |  |  | 100 | % |  | $ | 692,569 |  |  |  | 100 | %

* “Other” consists of all other industries. None of these had concentrations greater than $15.0 million, or approximately 2% of total CRE loans in the most recent period presented.

The changes in concentrations in the current quarter were primarily attributable to the addition of CSB.

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

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

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

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

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

67

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

ALLOWANCE FOR ESTIMATED LOSSES ON LOANS/LEASES

Changes in the allowance for the three and nine months ended September 30, 2016 and 2015 are presented as follows:

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2016 |  |  | September 30, 2015 |  |  | September 30, 2016 |  |  | September 30, 2015 |
|  | (dollars in thousands) |  |  | (dollars in thousands) |
Balance, beginning |  | $ | 28,097 |  |  | $ | 26,146 |  |  | $ | 26,141 |  |  | $ | 23,074 |
Provisions charged to expense |  |  | 1,608 |  |  |  | 1,635 |  |  |  | 4,879 |  |  |  | 5,694 |
Loans/leases charged off |  |  | (987 | ) |  |  | (2,476 | ) |  |  | (2,489 | ) |  |  | (4,119 | )
Recoveries on loans/leases previously charged off |  |  | 109 |  |  |  | 229 |  |  |  | 296 |  |  |  | 885 |
Balance, ending |  | $ | 28,827 |  |  | $ | 25,534 |  |  | $ | 28,827 |  |  | $ | 25,534 |

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

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

|  | As of |
Internally Assigned Risk Rating * |  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | (dollars in thousands) |
Special Mention (Rating 6) |  | $ | 19,572 |  |  | $ | 16,231 |  |  | $ | 37,289 |  |  | $ | 30,463 |
Substandard (Rating 7) |  |  | 51,029 |  |  |  | 44,636 |  |  |  | 27,962 |  |  |  | 23,217 |
Doubtful (Rating 8) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  | $ | 70,601 |  |  | $ | 60,867 |  |  | $ | 65,251 |  |  | $ | 53,680 |
Criticized Loans ** |  | $ | 70,601 |  |  | $ | 60,867 |  |  | $ | 65,251 |  |  | $ | 53,680 |
Classified Loans *** |  | $ | 51,029 |  |  | $ | 44,636 |  |  | $ | 27,962 |  |  | $ | 23,217 |
Criticized Loans as a % of Total Loans/Leases |  |  | 2.99 | % |  |  | 3.17 | % |  |  | 3.63 | % |  |  | 3.06 | %
Classified Loans as a % of Total Loans/Leases |  |  | 2.16 | % |  |  | 2.32 | % |  |  | 1.56 | % |  |  | 1.32 | %

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

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

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

The Company experienced an increase in both criticized and classified loans during the first nine months of 2016. The increases during the first nine months of 2016 were primarily due to a limited number of relationship downgrades. A portion of the third quarter increase was due to the addition of CSB (approximately $2.6 million). The Company continues its strong focus on improving credit quality in an effort to limit NPLs.

68

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
Allowance / Gross Loans/Leases |  |  | 1.22 | % |  |  | 1.46 | % |  |  | 1.45 | % |  |  | 1.45 | %
Allowance / NPLs * |  |  | 173.78 | % |  |  | 223.42 | % |  |  | 223.33 | % |  |  | 207.39 | %

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

Although management believes that the allowance at September 30, 2016 was at a level adequate to absorb losses on existing loans/leases, there can be no assurance that such losses will not exceed the estimated amounts or that the Company will not be required to make additional provisions in the future. Unpredictable future events could adversely affect cash flows for both commercial and individual borrowers, which could cause the Company to experience increases in problem assets, delinquencies and losses on loans/leases, and require further increases in the provision. Asset quality is a priority for the Company and its subsidiaries. The ability to grow profitably is in part dependent upon the ability to maintain that quality. The Company continually focuses efforts at its subsidiary banks and leasing company with the intention to improve the overall quality of the Company’s loan/lease portfolio.

In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the acquisition of CSB were recorded at market value; therefore, there was no allowance associated with CSB’s loans at acquisition. Management continues to evaluate the allowance needed on the acquired CSB loans factoring in the net remaining discount ($12.7 million at September 30, 2016). When factoring this remaining discount into the Company’s allowance to total loans and leases calculation, the Company’s allowance as a percentage of total loans and leases increases from 1.22% to 1.76%. This elimination of CSB’s allowance also resulted in a decrease of the allowance to NPLs ratio, as CSB’s nonperforming loans no longer have reserves allocated to them and instead, have a loan discount amount that is separate from the allowance.

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

NONPERFORMING ASSETS

The table below presents the amounts of NPAs.

|  | As of September 30, |  |  | As of June 30, |  |  | As of December 31, |  |  | As of September 30, |
|  | 2016 |  |  | 2016 |  |  | 2015 |  |  | 2015 |
|  | (dollars in thousands) |
Nonaccrual loans/leases (1) (2) |  | $ | 14,371 |  |  | $ | 10,737 |  |  | $ | 10,648 |  |  | $ | 11,269 |
Accruing loans/leases past due 90 days or more |  |  | 392 |  |  |  | 86 |  |  |  | 3 |  |  |  | 3 |
TDRs - accruing |  |  | 1,825 |  |  |  | 1,753 |  |  |  | 1,054 |  |  |  | 1,040 |
Total NPLs |  |  | 16,588 |  |  |  | 12,576 |  |  |  | 11,705 |  |  |  | 12,312 |
OREO |  |  | 5,808 |  |  |  | 6,179 |  |  |  | 7,151 |  |  |  | 8,140 |
Other repossessed assets |  |  | 353 |  |  |  | 154 |  |  |  | 246 |  |  |  | 194 |
Total NPAs |  | $ | 22,749 |  |  | $ | 18,909 |  |  | $ | 19,102 |  |  | $ | 20,646 |
NPLs to total loans/leases |  |  | 0.70 | % |  |  | 0.65 | % |  |  | 0.65 | % |  |  | 0.70 | %
NPAs to total loans/leases plus repossessed property |  |  | 0.96 | % |  |  | 0.98 | % |  |  | 1.06 | % |  |  | 1.17 | %
NPAs to total assets |  |  | 0.69 | % |  |  | 0.70 | % |  |  | 0.74 | % |  |  | 0.80 | %
Texas ratio (3) |  |  | 7.81 | % |  |  | 6.28 | % |  |  | 7.62 | % |  |  | 8.45 | %

| (1) | Includes government guaranteed portion of loans, as applicable.

| (2) | Includes TDRs of $4.9 million at September 30, 2016, $1.6 million at June 30, 2016, $1.5 million at December 31, 2015, and $3.9 million at September 30, 2015.

| (3) | Texas Ratio = Nonperforming Assets (excluding Other Repossessed Assets) / Tangible Equity plus Allowance. Texas Ratio is a non-GAAP financial measure. Management included this ratio as it is considered by many investors and analysts to be a metric with which to analyze and evaluate asset quality. Other companies may calculate this ratio differently.

NPAs at September 30, 2016 were $22.7 million, which were up $3.8 million from June 30, 2016 and up $2.1 million from September 30, 2015. The increase in the current quarter is primarily due to the acquisition of CSB. In addition, the ratio of NPAs to total assets was 0.69% at September 30, 2016, which was down from 0.70% at June 30, 2016, and down from 0.80% at September 30, 2015.

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

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

Additionally, a portion of several of the nonaccrual loans are guaranteed by the government. At September 30, 2016, government guaranteed amounts of nonaccrual loans totaled approximately $1.9 million, or 13% of the $14.4 million of total nonaccrual loans/leases.

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

DEPOSITS

Deposits increased $621.3 million during the third quarter of 2016. Of this, $481.2 million was the result of CSB and $140.1 million was organic growth. The table below presents the composition of the Company’s deposit portfolio.

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | (dollars in thousands) |
|  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |  |  | Amount |  |  | % |
Noninterest bearing demand deposits |  | $ | 764,615 |  |  |  | 30 | % |  | $ | 615,764 |  |  |  | 31 | % |  | $ | 615,292 |  |  |  | 33 | % |  | $ | 585,300 |  |  |  | 34 | %
Interest bearing demand deposits |  |  | 1,298,781 |  |  |  | 50 | % |  |  | 918,036 |  |  |  | 47 | % |  |  | 886,294 |  |  |  | 47 | % |  |  | 884,163 |  |  |  | 43 | %
Time deposits |  |  | 420,470 |  |  |  | 16 | % |  |  | 337,584 |  |  |  | 17 | % |  |  | 309,974 |  |  |  | 16 | % |  |  | 302,978 |  |  |  | 18 | %
Brokered deposits |  |  | 111,047 |  |  |  | 4 | % |  |  | 102,210 |  |  |  | 5 | % |  |  | 69,106 |  |  |  | 4 | % |  |  | 82,878 |  |  |  | 5 | %
|  | $ | 2,594,913 |  |  |  | 100 | % |  | $ | 1,973,594 |  |  |  | 100 | % |  | $ | 1,880,666 |  |  |  | 100 | % |  | $ | 1,855,319 |  |  |  | 100 | %

Strong organic growth of $140.1 million was driven by the Company’s strong focus on core deposit growth. Of the $140.1 million in growth in the third quarter, $28.9 million was noninterest bearing, $94.2 million was interest bearing, $8.1 million was time deposits and $8.8 million was brokered deposits. The noninterest bearing deposit growth was led by the correspondent banking area, which grew deposits $22.6 million.

Quarter-end balances can greatly fluctuate due to large customer and correspondent bank activity. Management will continue to focus on growing its noninterest bearing deposit portfolio, including its correspondent banking business at QCBT, as well as shifting the mix from brokered and other higher cost deposits to lower cost core deposits.

BORROWINGS

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

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | (dollars in thousands) |
Overnight repurchase agreements with customers |  | $ | 8,265 |  |  | $ | 21,441 |  |  | $ | 73,873 |  |  | $ | 74,404 |
Federal funds purchased |  |  | 51,750 |  |  |  | 30,120 |  |  |  | 70,790 |  |  |  | 93,160 |
|  | $ | 60,015 |  |  | $ | 51,561 |  |  | $ | 144,663 |  |  | $ | 167,564 |

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

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

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

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | (dollars in thousands) |
Term FHLB advances |  | $ | 83,343 |  |  | $ | 78,000 |  |  | $ | 97,000 |  |  | $ | 102,000 |
Overnight FHLB advances |  |  | 55,300 |  |  |  | 118,900 |  |  |  | 54,000 |  |  |  | 31,000 |
|  | $ | 138,643 |  |  | $ | 196,900 |  |  | $ | 151,000 |  |  | $ | 133,000 |

Term FHLB advances increased in the current quarter, due to the addition of CSB, which had $15.3 million of FHLB advances as of September 30, 2016.

Other borrowings consist of structured repos which are utilized as an alternative funding source to FHLB advances and customer deposits. Structured repos are collateralized by certain U.S. government agency securities and residential mortgage backed and related securities. Structured repos totaled $45 million, $100 million, $110 million and $115 million as of September 30, 2016, June 30, 2016, December 31, 2015 and September 30, 2015, respectively.

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

|  | September 30, 2016 |  |  | December 31, 2015 |
|  |  |  |  |  | Weighted |  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Average |  |  |  |  |  |  | Average |
Maturity: |  | Amount Due |  |  | Interest Rate |  |  | Amount Due |  |  | Interest Rate |
Year ending December 31: |  | (dollar amounts in thousands) |
2016 |  | $ | 159,883 |  |  |  | 0.59 | % |  | $ | 125,038 |  |  |  | 0.59 | %
2017 |  |  | 54,398 |  |  |  | 2.02 |  |  |  | 49,055 |  |  |  | 2.07 |
2018 |  |  | 38,459 |  |  |  | 2.70 |  |  |  | 57,283 |  |  |  | 2.87 |
2019 |  |  | 16,950 |  |  |  | 2.65 |  |  |  | 50,089 |  |  |  | 3.14 |
2020 |  |  | 25,000 |  |  |  | 2.66 |  |  |  | 45,000 |  |  |  | 2.66 |
Thereafter |  |  | - |  |  |  | - |  |  |  | 3,641 |  |  |  | 2.51 |
Total Wholesale Funding |  | $ | 294,690 |  |  |  | 1.38 | % |  | $ | 330,106 |  |  |  | 1.89 | %

During the first nine months of 2016, wholesale funding decreased $35.4 million. Year-to-date, the Company has prepaid $80.0 million of borrowings and repaid $28.1 million of borrowings at maturity throughout the year. Offsetting these reductions in wholesale borrowings was a net increase in brokered funding of $56.1 million and the addition of CSB, which had $15.3 million of outstanding advance as of September 30, 2016. Short-term borrowings from the FHLB increased $1.3 million since December 31, 2015.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

STOCKHOLDERS’ EQUITY

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

|  | As of |
|  | September 30, 2016 |  |  | June 30, 2016 |  |  | December 31, 2015 |  |  | September 30, 2015 |
|  | Amount |  |  | Amount |  |  | Amount |  |  | Amount |
|  | (dollars in thousands) |
Common stock |  | $ | 13,075 |  |  | $ | 13,057 |  |  | $ | 11,761 |  |  | $ | 11,729 |
Additional paid in capital |  |  | 155,951 |  |  |  | 155,454 |  |  |  | 123,283 |  |  |  | 122,574 |
Retained earnings |  |  | 110,610 |  |  |  | 105,024 |  |  |  | 92,966 |  |  |  | 86,649 |
AOCI (loss) |  |  | 1,221 |  |  |  | 1,582 |  |  |  | (2,124 | ) |  |  | 163 |
Total stockholders' equity |  | $ | 280,857 |  |  | $ | 275,117 |  |  | $ | 225,886 |  |  | $ | 221,115 |
TCE* / TA |  |  | 7.92 | % |  |  | 10.10 | % |  |  | 8.55 | % |  |  | 8.42 | %

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

The decrease in TCE/TA in the third quarter was due to the addition of CSB.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity measures the ability of the Company to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations, and to provide for customers’ credit needs. The Company monitors liquidity risk through contingency planning stress testing on a regular basis. The Company seeks to avoid over-concentration of funding sources and to establish and maintain contingent funding facilities that can be drawn upon if normal funding sources become unavailable. One source of liquidity is cash and short-term assets, such as interest-bearing deposits in other banks and federal funds sold, which averaged $138.2 million during the third quarter of 2016 and $129.5 million during 2015. The Company’s on balance sheet liquidity position can fluctuate based on short-term activity in deposits and loans.

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

At September 30, 2016, the subsidiary banks had 34 lines of credit totaling $393.6 million, of which $37.6 million was secured and $356.0 million was unsecured. At September 30, 2016, $354.6 million was available as $39.0 million was utilized for short-term borrowings needs at QCBT.

At December 31, 2015, the subsidiary banks had 32 lines of credit totaling $346.6 million, of which $14.6 million was secured and $332.0 million was unsecured. At December 31, 2015, $286.6 million was available as $60.0 million was utilized for short-term borrowing needs at QCBT.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The Company has emphasized growing the number and amount of lines of credit in an effort to strengthen this contingent source of liquidity. Additionally, the Company maintains a $10.0 million secured revolving credit note with a variable interest rate and a maturity of June 30, 2017. At September 30, 2016, the Company had borrowed $5.0 million on this revolving credit note and the remaining $5.0 million is available.

The Company currently has $320.7 million in correspondent banking deposits spread over 179 relationships. While the Company feels that these funds are very stable, there is the potential for large fluctuations that can impact liquidity. Seasonality and the liquidity needs of these correspondent banks can impact balances. Management closely monitors these fluctuations and runs stress scenarios to measure the impact on liquidity and interest rate risk with various levels of correspondent deposit run-off.

Investing activities used cash of $132.1 million during the first nine months of 2016, compared to $46.2 million for the same period of 2015. Proceeds from calls, maturities, paydowns, and sales of securities were $219.1 million for the first nine months of 2016, compared to $264.8 million for the same period of 2015. Purchases of securities used cash of $111.6 million for the first nine months of 2016, compared to $200.2 million for the same period of 2015. The net increase in loans/leases used cash of $144.6 million for the first nine months of 2016 compared to $129.4 million for the same period of 2015. The net cash paid for the acquisition of CSB was $69.9 million.

Financing activities provided cash of $125.7 million for the first nine months of 2016, compared to $25.9 million for same period of 2015. Net increases in deposits totaled $227.9 million for the first nine months of 2016, compared to $175.7 million for the same period of 2015. During the first nine months of 2016, the Company’s short-term borrowings decreased $84.6 million, while they decreased $100.8 million for the same period of 2015. During the first nine months of 2016, the Company used $64.8 million to prepay select FHLB advances and other borrowings, compared to $110.4 million for the same period of 2015. In the first nine months of 2016, the Company received $29.8 million of proceeds from the common stock offering of 1.2 million shares of common stock. During the first nine months of 2015, the Company received $63.5 million of proceeds from the common stock offering of 3.7 million shares of common stock. In the first nine months of 2016, the Company received $35.0 million in cash from the proceeds of other borrowings.

Total cash provided by operating activities was $25.8 million for the first nine months of 2016, compared to $23.2 million for the same period of 2015.

Throughout its history, the Company has secured additional capital through various sources, including the issuance of common and preferred stock, as well as trust preferred securities. Trust preferred securities are reported on the Company’s balance sheet as liabilities, but currently qualify for treatment as regulatory capital.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

The following table presents the details of the trust preferred securities outstanding as of September 30, 2016 and December 31, 2015.

Name | Date Issued |  | Amount Outstanding September 30, 2016 |  |  | Amount Outstanding December 31, 2015 |  | Interest Rate |  | Interest Rate as of September 30, 2016 |  |  | Interest Rate as of December 31, 2015 |
QCR Holdings Statutory Trust II | February 2004 |  | $ | 10,310,000 |  |  | $ | 10,310,000 |  | 2.85% over 3-month LIBOR |  |  | 3.48 | % |  |  | 3.18 | %
QCR Holdings Statutory Trust III | February 2004 |  |  | 8,248,000 |  |  |  | 8,248,000 |  | 2.85% over 3-month LIBOR |  |  | 3.48 | % |  |  | 3.18 | %
QCR Holdings Statutory Trust IV | May 2005 |  |  | - |  |  |  | 5,155,000 |  | 1.80% over 3-month LIBOR |  |  | N/A |  |  |  | 2.12 | %
QCR Holdings Statutory Trust V | February 2006 |  |  | 10,310,000 |  |  |  | 10,310,000 |  | 1.55% over 3-month LIBOR |  |  | 2.23 | % |  |  | 1.87 | %
Community National Statutory Trust II | September 2004 |  |  | 3,093,000 |  |  |  | 3,093,000 |  | 2.17% over 3-month LIBOR |  |  | 3.03 | % |  |  | 2.74 | %
Community National Statutory Trust III | March 2007 |  |  | 3,609,000 |  |  |  | 3,609,000 |  | 1.75% over 3-month LIBOR |  |  | 2.60 | % |  |  | 2.26 | %
|  |  | $ | 35,570,000 |  |  | $ | 40,725,000 |  | Weighted Average Rate |  |  | 2.99 | % |  |  | 2.60 | %

The Company assumed the trust preferred securities originally issued by Community National in connection with its acquisition in May 2013. As a result of acquisition accounting, the liabilities were recorded at fair value upon acquisition with the resulting discount being accreted as interest expense on a level yield basis over the expected term. The original discount totaled $2.6 million. As of September 30, 2016, the remaining discount was $2.1 million.

QCR Holdings Statutory Trust IV was extinguished in the first quarter of 2016. Refer to Note 4 of the Consolidated Financial Statements for additional information.

On October 27, 2016, the Company filed a universal shelf registration statement on Form S-3 with the SEC. When declared effective by the SEC, the registration statement will allow the Company to offer and sell various types of securities, including common stock, preferred stock, debt securities and/or warrants, from time to time up to an aggregate amount of $100 million. The Company utilized $30.1 million of its $100 million previous shelf registration filing through the offer and sale of its common stock in the second quarter of 2016 to help fund the acquisition of CSB. This Form S-3 filing will replenish the amount available to the previous level of $100 million. The specific terms and prices of any securities offered pursuant to the registration statement will be determined at the time of any future offering and described in a separate prospectus supplement, which would be filed with the SEC at the time of the particular offering, if any.

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. Refer to Note 8 of the Consolidated Financial Statements for additional information regarding regulatory capital.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors which could have a material adverse effect on the Company’s operations and future prospects are detailed in the “Risk Factors” sections included under Item 1A of Part I of the Company’s Annual Report on Form 10-K and Item 1A of Part II of this report. In addition to the risk factors described in that section, there are other factors that may impact any public company, including the Company, which could have a material adverse effect on the Company’s operations and future prospects of the Company and its subsidiaries. One should not consider the risk factors to be a complete discussion of risks, uncertainties and assumptions.

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

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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

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

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

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

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

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

|  |  |  |  |  | NET INTEREST INCOME EXPOSURE in YEAR 1 |
INTEREST RATE SCENARIO |  | POLICY LIMIT |  |  | As of June 30, 2016 |  |  | As of December 31, 2015 |  |  | As of December 31, 2014 |
100 basis point downward shift |  |  | -10.0 | % |  |  | -1.1 | % |  |  | -2.1 | % |  |  | -1.7 | %
200 basis point upward shift |  |  | -10.0 | % |  |  | -2.3 | % |  |  | -2.7 | % |  |  | -5.0 | %
300 basis point upward shock |  |  | -25.0 | % |  |  | -4.6 | % |  |  | -7.1 | % |  |  | -11.9 | %

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 June 30, 2016 (the most recent quarter available) were within established risk tolerances as established by policy or by best practice (if the interest rate scenario didn’t have a specific policy limit).

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

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

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Part I

Item 4

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act of 1934) as of September 30, 2016. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed in the reports filed and submitted under the Exchange Act was recorded, processed, summarized and reported as and when required.

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

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Part II

QCR HOLDINGS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1 | Legal Proceedings
| There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.
Item 1A | Risk Factors
| There have been no material changes in the risk factors applicable to the Company from those disclosed in Part I, Item 1.A. “Risk Factors,” in the Company’s 2015 Annual Report on Form 10-K. Please refer to that section of the Company’s Form 10-K for disclosures regarding the risks and uncertainties related to the Company’s business.
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds
| None
Item 3 | Defaults Upon Senior Securities
| None
Item 4 | Mine Safety Disclosures
| Not applicable
Item 5 | Other Information
| None

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Part II

QCR HOLDINGS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION - continued

Item 6 | Exhibits
10.1 | Form of QCR Holdings, Inc. 2016 Equity Incentive Plan Nonqualified Stock Option Award Agreement incorporated by reference to the registrant’s Form S-8 filed with the Commission on October 27, 2016 (SEC file no. 333-214282).

10.2 | Form of QCR Holdings, Inc. 2016 Equity Incentive Plan Restricted Stock Award Agreement incorporated by reference to the registrant’s Form S-8 filed with the Commission on October 27, 2016 (SEC file no. 333-214282).

10.3 | Form of QCR Holdings, Inc. 2016 Equity Incentive Plan Restricted Stock Unit Award Agreement incorporated by reference to the registrant’s Form S-8 filed with the Commission on October 27, 2016 (SEC file no. 333-214282).

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

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

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

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

101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015; (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2016 and September 30, 2015; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and September 30, 2015; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2016 and September 30, 2015; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and September 30, 2015; and (vi) Notes to the Consolidated Financial Statements.

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SIGNATURES

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

QCR HOLDINGS, INC.

(Registrant)

Date November 8, 2016 |  | /s/ Douglas M. Hultquist |
|  | Douglas M. Hultquist, President |
|  | Chief Executive Officer |

Date November 8, 2016 |  | /s/ Todd A. Gipple |
|  | Todd A. Gipple, Executive Vice President |
|  | Chief Operating Officer |
|  | Chief Financial Officer |

Date November 8, 2016 |  | /s/ Elizabeth A. Grabin |
|  | Elizabeth A. Grabin, Vice President |
|  | Controller & Director of Financial Reporting |
|  | Principal Accounting Officer |

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