UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): January 22, 2018
QCR Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-22208 | 42-1397595 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 3551 Seventh Street, Moline, Illinois 61265 |
| (Address of Principal Executive Offices) (Zip Code) |
(309) 736-3584
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 7.01. Regulation FD Disclosure.
On January 22, 2018, QCR Holdings, Inc., a Delaware corporation (the “Company”), issued a press release regarding its fourth quarter 2017 earnings call and the impact of the recently enacted Tax Cuts and Jobs Act on the Company’s deferred tax asset. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Press Release, dated January 22, 2018
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QCR Holdings, Inc. | ||
| Date: January 22, 2018 | By: | /s/ Todd A. Gipple |
| Todd A. Gipple | ||
| Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||
EXHIBIT 99.1
QCR Holdings, Inc. Announces 2017 Fourth Quarter Earnings Call and Increase in the Value of the Company’s Deferred Tax Asset
MOLINE, Ill., Jan. 22, 2018 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ:QCRH) announced today that its 2017 fourth quarter earnings results will be released at the close of market on February 1, 2018. As previously announced, the Company completed the acquisition of Guaranty Bank and Trust Company during the fourth quarter. The finalization of the purchase accounting adjustments related to the acquisition and the revaluation of the Company’s deferred tax asset as of December 31, 2017, as discussed further below, will cause the Company to release fourth quarter earnings results at that time.
The Company will host an earnings call/webcast on February 2, 2018 at 10 a.m. central time. Douglas M. Hultquist, President and Chief Executive Officer, and Todd A. Gipple, Executive Vice President, Chief Operating Officer and Chief Financial Officer, will conduct the teleconference/webcast. Shareholders, analysts and other interested parties are invited to join.
The earnings call will be broadcast over the internet on the Company’s website, or interested parties may listen to the Company’s earnings call via teleconference. Participants should visit the Company’s website or call in to the conference line set forth below at least 10 minutes prior to the scheduled start of the call.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act introduces tax reform that reduces the current corporate federal income tax rate from 35% to 21%, among other changes. The corporate tax rate reduction is effective January 1, 2018. The Company has determined that the Tax Act requires a revaluation of its net deferred tax asset. Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted through income tax expense as changes in tax laws are enacted.
The Company has determined that, based on current information, the Tax Act's impact will be to increase the value of the Company's net deferred tax asset by approximately $2.9 million, which will be recorded as a reduction in income tax expense during the fourth quarter of 2017. While the Company is in a net deferred tax asset position, certain tax credits that are components of the net deferred tax assets do not require revaluation. Excluding these tax credits the Company is in a net deferred tax liability position and this net deferred tax liability position will now be valued at the Company’s new lower corporate income tax rate of 21%. The impact is an increase in fourth quarter 2017 earnings of approximately $0.21 per share and a 1% increase in tangible book value as of December 31, 2017.
In addition to increasing earnings for the fourth quarter of 2017, the Tax Act is expected to be an ongoing benefit to the Company. Management plans to comment on the impact of the new lower corporate tax rate during the fourth quarter earnings call.
The Company’s revaluation of its net deferred tax asset and other relevant details remain subject to modifications as the Company finalizes its financial results for the year ended December 31, 2017 and as information and analysis regarding the Tax Act and other relevant factors emerge.
Teleconference:
Dial-in information for the call is toll-free 1-888-317-6016 (international 1-412-317-6016). Participants should request to join the QCR Holdings, Inc. call. The event will be archived and available for digital replay through February 16, 2018. The replay access information is toll-free 1-877-344-7529 (international 1-412-317-0088); access code 10116044.
Webcast:
A webcast of the teleconference can be accessed at the Company’s News and Events page at http://www.qcrh.com or https://services.choruscall.com/links/qcrh180202.html. The archived audio webcast will be available until February 2, 2019.
About Us
QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company, which serves the Quad City, Cedar Rapids, Cedar Valley, Des Moines/Ankeny, and Rockford communities through its wholly owned subsidiary banks. Quad City Bank & Trust Company, which is based in Bettendorf, Iowa, and commenced operations in 1994, Cedar Rapids Bank & Trust Company, which is based in Cedar Rapids, Iowa, and commenced operations in 2001, Community State Bank, which is based in Ankeny, Iowa and was acquired by the Company in 2016, and Rockford Bank & Trust Company, which is based in Rockford, Illinois, and commenced operations in 2005, provide full-service commercial and consumer banking and trust and wealth management services. Quad City Bank & Trust Company also provides correspondent banking services. In addition, Quad City Bank & Trust Company engages in commercial leasing through its wholly owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin. Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company.
Contact:
Todd A. Gipple
Executive Vice President
Chief Operating Officer
Chief Financial Officer
(309) 743-7745