-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ujc0W0aI7EZTG6GUCLDVMjMwxXxU1jnzuCEbHLz5BDzvwtsQylNco62+9MZuJQJD HLtEZC+P0qK3Bxmzhl1UFg== 0001275287-05-003978.txt : 20051021 0001275287-05-003978.hdr.sgml : 20051021 20051020174229 ACCESSION NUMBER: 0001275287-05-003978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QCR HOLDINGS INC CENTRAL INDEX KEY: 0000906465 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421397595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22208 FILM NUMBER: 051148066 BUSINESS ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097363580 MAIL ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 FORMER COMPANY: FORMER CONFORMED NAME: QUAD CITY HOLDINGS INC DATE OF NAME CHANGE: 19930805 8-K 1 qh3804.txt FORM 8-K ================================================================================ 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 October 20, 2005 (Date of earliest event reported) QCR Holdings, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 0-22208 42-1397595 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 3551 Seventh Street, Suite 204, Moline, Illinois 61265 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (309) 736-3580 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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)) ================================================================================ Item 2.02. Results of Operations and Financial Condition On October 20, 2005, QCR Holdings, Inc. issued a press release announcing the Company's financial results for the third quarter, ended September 30, 2005. The letter is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (a) Exhibits. 99.1 Press Release dated October 20, 2005 SIGNATURES 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. Dated: October 20, 2005 By: /s/ Todd A. Gipple ------------------------------ Todd A. Gipple Executive Vice President and Chief Financial Officer EX-99.1 2 qh3804ex991.txt EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: October 20, 2005 Todd A. Gipple Executive Vice President Chief Financial Officer (309) 743-7745 QCR HOLDINGS, INC. ANNOUNCES EARNINGS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2005 QCR Holdings, Inc. (Nasdaq/QCRH) today announced earnings for the third quarter ended September 30, 2005 of $956 thousand, or basic and diluted earnings per share of $0.21. For the same quarter one year ago, the Company reported earnings of $1.4 million, or basic and diluted earnings per share of $0.33. Earnings for the second quarter ended June 30, 2005 were $1.3 million, or basic earnings per share of $0.28 and diluted earnings per share of $0.27. Earnings for the nine months ended September 30, 2005 were $3.5 million, or basic earnings per share of $0.78 and diluted earnings per share of $0.77. For the comparable period in 2004, the Company had earnings of $3.9 million, or basic earnings per share of $0.93 and diluted earnings per share of $0.91. At September 30, 2005, the Company's total assets increased at an annualized rate of 18%, or $116.4 million, to $986.5 million from $870.1 million at December 31, 2004. During the same nine months, net loans/leases increased by an annualized rate of 15%, or $74.0 million, to $713.1 million from $639.1 million at December 31, 2004. Non-performing assets decreased to $6.8 million at September 30, 2005 from $10.7 million at December 31, 2004. Total deposits increased to $691.1 million at September 30, 2005 when compared to $588.0 million at December 31, 2004. Stockholders' equity rose to $53.7 million at September 30, 2005 as compared to $50.8 million at December 31, 2004. The Company's net income for the nine months ended September 30, 2005 was $3.5 million. Net income for the third quarter was $956 thousand, which was down 24%, or $307 thousand from the previous quarter. Quarter-to-quarter total revenue increased by $1.0 million, or 7%, however, total expense increased by $1.5 million, or 13%. In the third quarter, there was a narrowing of our net interest spread and an $860 thousand increase in the Company's cost of funds from the second quarter. There was also a significant upward swing of $530 thousand from the second quarter to the third quarter in the level of provision for loan/lease losses. The provision for loan/lease losses for the quarter ended September 30, 2005 was $383 thousand compared to a negative provision of $147 thousand for the second quarter of 2005. During the second quarter the successful resolution of some large credits within Quad City Bank & Trust's loan portfolio resulted in reductions to both the provision expense and the level of allowance for loan losses. "Both net interest income and noninterest income showed slight improvement from quarter-to-quarter. Net interest income increased by $103 thousand, or 2%, and noninterest income increased by 3%, or $74 thousand," stated Doug Hultquist, President and Chief Executive Officer of QCR Holdings. He continued, "This quarter-to-quarter aggregate increase in total net interest income and noninterest income of $177 thousand was more than offset by a combination of the increase in provision for loan/lease losses, and a $332 thousand write-off of Cedar Rapids Bank and Trust tenant improvements made to the GreatAmerica Building, which had previously served as that subsidiary's main office. Fortunately, helping to mitigate this one-time increase in noninterest expense was the favorable settlement of a troubled loan at Quad City Bank & Trust, which resulted in the reimbursement of $234 thousand of legal expense incurred earlier in the year." Quad City Bank & Trust, the Company's first subsidiary bank, grew to total assets of $684.7 million at September 30, 2005, which was an increase of $48.5 million, from December 31, 2004. At the close of the third quarter of 2005, Quad City Bank & Trust had net loans/leases of $503.8 million and deposits of $472.9 million. In a comparison of the third quarter of 2005 to the second quarter, Quad City Bank and Trust experienced essentially offsetting increases in both revenue and expense. As a result, the bank realized after-tax net income for each of the quarters of $1.7 million and year-to-date net income through September 30, 2005 of $5.0 million. Cedar Rapids Bank & Trust has continued to experience outstanding growth, reaching total assets of $272.3 million at September 30, 2005, for an increase of $38.9 million from December 31, 2004. At the end of the third quarter of 2005, Cedar Rapids Bank & Trust had net loans of $188.5 million and deposits of $204.1 million. When compared to the second quarter of 2005, third quarter net interest income and noninterest income in aggregate increased $48 thousand, however, noninterest expense increased $575 thousand. Primary contributors to the increase in noninterest expense were an increase in occupancy expense of $120 thousand, related to the two new facilities that opened during the second quarter, and the $332 thousand write-off of tenant improvements, which had been made at the bank's original main office location in the GreatAmerica Building. After-tax net income for Cedar Rapids Bank & Trust for 2005 was $410 thousand for the second quarter, $11 thousand for the third quarter, and $738 thousand for the nine months ended September 30, 2005. For the first nine months of 2005, the Company's newest banking subsidiary, Rockford Bank & Trust, experienced a net operating loss of $972 thousand. Losses for the third quarter of 2005 were $303 thousand, an improvement of $23 thousand from a loss of $326 thousand during the previous quarter. Rockford Bank & Trust, which opened January 3, 2005, reached total assets of $29.1 million, net loans of $20.8 million, and deposits of $15.7 million at September 30, 2005. "Nonaccrual loans at September 30, 2005 were $5.3 million, of which $4.1 million, or 77%, resulted from five large commercial lending relationships at Quad City Bank & Trust and Cedar Rapids Bank & Trust. At quarter end, accruing loans past due 90 days or more were $582 thousand, of which $419 thousand, or 72%, were the result of one additional lending relationship at Cedar Rapids Bank & Trust and three additional lending relationships at Quad City Bank & Trust, " stated Michael Bauer, Chairman of the Company and President and Chief Executive Officer at Quad City Bank & Trust. He explained, "We are pleased with the $3.9 million decrease in non-performing assets since the end of 2004. During the third quarter, an initial step in the resolution of a large troubled commercial relationship at Quad City Bank & Trust was completed, which contributed $1.9 million to this decrease. Unfortunately, also contributing to this decrease have been $303 thousand of valuation write-downs of other real estate owned." He continued, "Improved credit quality will remain a strong focus for us throughout the coming quarters. Management is continually monitoring the Company's loan portfolio and the level of allowance for loan losses. The Company's allowance for loan losses to total loans was 1.24% at September 30, 2005. The Company's exposure to loss on several nonperforming loans at Quad City Bank & Trust has been significantly reduced since the end of 2004 by the existence of either a stronger collateral position, a governmental guarantee, or an improved payment status. Efforts are ongoing throughout the Company to improve the overall quality of the loan portfolio." QCR Holdings, Inc., headquartered in Moline, Illinois, is a multi-bank holding company, which serves the Quad City, Cedar Rapids, and Rockford communities via its wholly owned subsidiary banks. Quad City Bank and Trust Company, which is based in Bettendorf, Iowa and commenced operations in 1994, Cedar Rapids Bank and Trust Company, which is based in Cedar Rapids, Iowa and commenced operations in 2001, and Rockford Bank and Trust Company, which is based in Rockford, Illinois and commenced operations in 2005, provide full-service commercial and consumer banking and trust and asset management services. The Company also engages in credit card processing through its wholly owned subsidiary, Quad City Bancard, Inc., based in Moline, Illinois and commercial leasing through its 80% owned subsidiary, M2 Lease Funds, LLC, based in Milwaukee, Wisconsin. Special Note Concerning Forward-Looking Statements. This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of 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," "predict," "suggest," "appear," "plan," "intend," "estimate," "annualize," "may," "will," "would," "could," "should" 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. A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of any future terrorist threats and attacks, and the response of the United Sates to any such threats and attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company's general business; (iv) changes in interest rates and prepayment rates of the Company's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of our strategy to establish denovo banks in new markets; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. 2 QCR HOLDINGS, INC. CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
As of ---------------------------------------------------------------- September 30, June 30, December 31, September 30, (dollars in thousands, except share data) 2005 2005 2004 2004 - ----------------------------------------------- ------------- ------------- ------------- ------------- SELECTED BALANCE SHEET DATA Total assets $ 986,518 $ 920,061 $ 870,084 $ 836,367 Securities $ 172,956 $ 153,975 $ 149,561 $ 138,234 Total loans/leases $ 722,097 $ 674,278 $ 648,351 $ 626,107 Allowance for estimated loan/lease losses $ 8,972 $ 8,662 $ 9,262 $ 10,134 Total deposits $ 691,087 $ 595,716 $ 588,016 $ 529,373 Total stockholders' equity $ 53,700 $ 52,939 $ 50,774 $ 45,266 Common shares outstanding 4,526,332 4,519,559 4,496,730 4,240,407 Book value per common share $ 11.86 $ 11.71 $ 11.29 $ 10.67 Closing stock price $ 20.51 $ 21.00 $ 21.00 $ 18.52 Market capitalization $ 92,835 $ 94,911 $ 94,431 $ 78,532 Market price/book value 172.88% 179.28% 185.98% 173.49% Full time equivalent employees 294 286 243 238 Tier 1 leverage capital ratio 7.14% 7.81% 7.81% 7.19%
3 QCR HOLDINGS, INC. CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
As of ---------------------------------------------------------------- September 30, June 30, December 31, September 30, (dollars in thousands) 2005 2005 2004 2004 - ----------------------------------------------- ------------- ------------- ------------- ------------- ANALYSIS OF LOAN DATA Nonaccrual loans/leases $ 5,259 $ 5,226 $ 7,608 $ 4,407 Accruing loans/leases past due 90 days or more 582 1,350 1,133 2,045 Other real estate owned 976 1,402 1,925 245 ------------- ------------- ------------- ------------- Total nonperforming assets $ 6,817 $ 7,978 $ 10,666 $ 6,697 Net charge-offs (calendar year-to-date) $ 1,260 $ 754 $ 753 $ 245 Loan/lease mix: Commercial $ 597,237 $ 548,107 $ 532,830 $ 512,040 Real estate 61,294 64,731 59,611 57,288 Installment and other consumer 63,566 61,440 55,910 56,779 ------------- ------------- ------------- ------------- Total loans/leases $ 722,097 $ 674,278 $ 648,351 $ 626,107 ANALYSIS OF DEPOSIT DATA Deposit mix: Noninterest-bearing $ 111,387 $ 103,981 $ 109,362 $ 106,760 Interest-bearing 579,700 491,735 478,654 422,613 ------------- ------------- ------------- ------------- Total deposits $ 691,087 $ 595,716 $ 588,016 $ 529,373
4 QCR HOLDINGS, INC. CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
For the Quarter Ended For the Nine Months Ended ----------------------------------------------- ----------------------------- September 30, June 30, September 30, September 30, September 30, (dollars in thousands, except per share data) 2005 2005 2004 2005 2004 - ----------------------------------------------- ------------- ------------- ------------- ------------- ------------- SELECTED INCOME STATEMENT DATA Interest income $ 12,503 $ 11,539 $ 9,799 $ 34,721 $ 27,704 Interest expense 5,642 4,782 3,368 14,616 9,478 ------------- ------------- ------------- ------------- ------------- Net interest income 6,861 6,757 6,431 20,105 18,226 Provision for loan/lease losses 383 (147) 411 536 1,736 ------------- ------------- ------------- ------------- ------------- Net interest income after provision for loan/lease losses 6,478 6,904 6,020 19,569 16,490 Noninterest income 2,509 2,435 2,019 7,460 6,758 Noninterest expense 7,590 7,443 5,913 21,786 17,440 ------------- ------------- ------------- ------------- ------------- Income before taxes 1,397 1,896 2,126 5,243 5,808 Minority interest in income of consolidated subsidiary 21 - - 21 - Income tax expense 420 634 703 1,680 1,878 ------------- ------------- ------------- ------------- ------------- Net income $ 956 $ 1,262 $ 1,423 $ 3,542 $ 3,930 Earnings per common share (basic) $ 0.21 $ 0.28 $ 0.33 $ 0.78 $ 0.93 Earnings per common share (diluted) $ 0.21 $ 0.27 $ 0.33 $ 0.77 $ 0.91 Earnings per common share (basic) LTM * $ 1.08 $ 1.20 $ 1.19 AVERAGE BALANCES Assets $ 946,868 $ 901,609 $ 818,784 $ 909,022 $ 780,959 Deposits $ 641,641 $ 589,851 $ 526,737 $ 608,245 $ 514,391 Loans/leases $ 692,539 $ 660,877 $ 602,739 $ 667,113 $ 571,095 Stockholders' equity $ 53,308 $ 52,207 $ 44,237 $ 52,225 $ 42,884 KEY RATIOS Return on average assets (annualized) 0.40% 0.56% 0.70% 0.52% 0.67% Return on average common equity (annualized) 7.17% 9.67% 12.87% 9.04% 12.22% Price earnings ratio LTM * 18.99x 17.50x 15.56x 18.99x 15.56 Net interest margin (TEY) 3.22% 3.33% 3.46% 3.27% 3.44% Nonperforming assets / total assets 0.69% 0.87% 0.80% 0.69% 0.80% Net charge-offs / average loans/leases 0.07% 0.00% 0.00% 0.19% 0.04% Allowance / total loans/leases 1.24% 1.28% 1.62% 1.24% 1.62% Efficiency ratio 81.01% 80.98% 69.97% 79.03% 69.81%
* LTM: Last twelve months 5 QCR HOLDINGS, INC. CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
For the Quarter Ended For the Nine Months Ended ----------------------------------------------- ----------------------------- September 30, June 30, September 30, September 30, September 30, (dollars in thousands, except per share data) 2005 2005 2004 2005 2004 - ----------------------------------------------- ------------- ------------- ------------- ------------- ------------- ANALYSIS OF NONINTEREST INCOME Merchant credit card fees, net of processing costs $ 517 $ 384 $ 253 $ 1,319 $ 1,095 Trust department fees 676 720 616 2,131 1,905 Deposit service fees 387 396 421 1,165 1,238 Gain on sales of loans, net 275 351 243 880 911 Gains on disposals of lease assets, net 14 - - 14 - Securities gains (losses), net - - - - 26 Earnings on cash surrender value of life insurance 174 140 168 493 504 Investment advisory and management fees 176 200 129 516 390 Other 290 244 189 942 689 ------------- ------------- ------------- ------------- ------------- Total noninterest income $ 2,509 $ 2,435 $ 2,019 $ 7,460 $ 6,758 ANALYSIS OF NONINTEREST EXPENSE Salaries and employee benefits $ 4,219 $ 4,120 $ 3,458 $ 12,236 $ 9,729 Professional and data processing fees 619 825 620 2,056 1,616 Advertising and marketing 330 308 233 898 734 Occupancy and equipment expense 1,163 1,022 842 3,161 2,364 Stationery and supplies 163 164 125 476 394 Postage and telephone 223 198 170 617 499 Bank service charges 129 139 146 386 432 Insurance 146 154 126 453 352 Deferral of initial direct costs of leases (43) - - (43) - Loss on disposal of fixed assets 332 - - 332 - Loss on redemption of junior subordinated debentures - - - - 747 Other 309 513 193 1,214 573 ------------- ------------- ------------- ------------- ------------- Total noninterest expenses $ 7,590 $ 7,443 $ 5,913 $ 21,786 $ 17,440 WEIGHTED AVERAGE SHARES Common shares outstanding (a) 4,524,543 4,514,459 4,246,741 4,514,105 4,224,670 Incremental shares from assumed conversion: Options and Employee Stock Purchase Plan 98,636 99,797 102,576 102,140 112,124 ------------- ------------- ------------- ------------- ------------- Adjusted weighted average shares (b) 4,623,179 4,614,256 4,349,317 4,616,245 4,336,794
(a) Denominator for Basic Earnings Per Share (b) Denominator for Diluted Earnings Per Share 6 -----END PRIVACY-ENHANCED MESSAGE-----