Greetings and welcome to the QCR Holdings Inc. Fourth Quarter and Year End 2019 Conference Call. Yesterday, after market close, the company distributed its fourth quarter and year end press release. And we hope that you have had the opportunity to review the results. If there is anyone on the call who has not received a copy, you may access it on the company’s website, www.qcrh.com. With us today from management are Larry Helling, CEO and Todd Gipple, President, COO and CFO. Management will provide a brief summary of the financial results and then we will open up the call to questions from analysts. Before we begin, I would like to remind everyone that some of the information management will be providing today falls under the guidelines of forward-looking statements as defined by the Securities and Exchange Commission. As part of these guidelines, any statements made during this call concerning the company’s hopes, beliefs, expectations and predictions of the future are forward-looking statements and actual results could differ materially from those projected. Additional information on these factors is included in the company’s SEC filings, which are available on the company’s website. Additionally, management may refer to non-GAAP measures, which are intended to supplement but not substitute for the most directly comparable GAAP measures. The press release available on the website contains the financial and other quantitative information to be discussed today as well as the reconciliation of the GAAP to non-GAAP measures. As a reminder, this conference is being recorded and will be available for replay through February 6, 2020, starting this afternoon approximately one hour after the completion of this call. It will also be accessible on the company’s website. At this time, I will now turn the call over to Mr. Larry Helling of QCR Holdings.

Thank you, operator. Welcome ladies and gentlemen and thank you for taking the time to join us today. I will start with a brief overview of some of the financial highlights for our fourth quarter and full year. Todd will follow with some additional details on our financial results. We are very pleased with our financial performance in the fourth quarter and for the year, highlighted by record net income and a solid increase in adjusted earnings per share. For the year, our adjusted net income increased to 26% and we grew our tangible book value per share by 17%. After adjusting for one-time items, our revenues grew by 60%, driven by record swap fee income and higher net interest income while expenses only increased by 24%, demonstrating strong operating leverage. We capitalized on the ongoing economic strength and healthy business conditions in our footprint to grow loans and deposits organically both by over 10% for the year. We continue to gain market share across our charters, which is a reflection of the value that our clients place on our commitment to relationship-based community banking. Additionally, we successfully expanded our net interest margin during the second half of the year as our initiatives in this area gained traction. Our credit quality remains excellent with net charge-offs near zero and non-performing assets declining again in 2019. Strategically it was an important year for us as well. We exited the Rockford, Illinois market with the sale of RB&T as we weren't able to reach acceptable levels of scale in that market and consequently a satisfactory level of profitability. We completed the transaction on November 30 and recorded a $12.3 million gain on the sale as well as some significant one-time items that Todd will cover in his remarks. The vesting of RB&T…

Thank you, Larry. As I review our fourth quarter financial results, I will focus on those items where some additional discussion is warranted. I'll start with our strong loan and deposit growth. Our annualized loan growth was 8.9% during the fourth quarter and was largely driven by new loan generation in commercial and industrial loans and commercial real estate loans. A key driver was strong production from our Specialty Finance Group. We continue to experience healthy demand in this area and maintain a robust pipeline of opportunities particularly in tax credit project lending and municipal finance. We also experienced another quarter of a more normalized level of payoffs, which were relatively consistent with the third quarter of 2019 and down significantly from the fourth quarter of 2018. We had very strong deposit growth this quarter which more than funded our net loan growth. As you know we have placed a strong focus on deposit gathering and we continue to have success in this area which resulted in an 11.5% annualized increase in total deposits during the quarter. Additionally, our wholesale funding as a percentage of total assets declined to 8.8% which is down significantly from 11.6% in the third quarter and well within our goal of limiting wholesale funding to less than 15% of assets. And while the strong increase in deposits created some excess liquidity on our balance sheet in the short-term, it has laid the foundation for continued loan growth. Now, turning to net interest margin. As we have mentioned before we are well-positioned to benefit from a flat to moderately down short-term interest rate environment as our balance sheet is modestly liability sensitive. This benefited us again in the fourth quarter as interest rates moved lower and our deposit costs declined at a faster pace than the…

Hey, guys. Good morning.

Good morning, Nate.

I was hoping just to start on the core NIM outlook. Todd, I believe your guidance for the first quarter was a two to four basis points of expansion with the full impact of Rockford going away. And if I just kind of look back to the deck when you guys announced the transaction in August, I thought we were thinking more in the seven to nine basis point range. So, just trying to reconcile the differences there?

Sure, Nate. Well, actually because that divestiture occurred two-thirds of the way through the quarter, we got a little bit of that pickup in Q4. So part of the reason we were up four basis points linked-quarter in Q4 was that lift from RB&T. And then going into Q1 we certainly have some very significant tailwinds that we're happy about. Our funding continues to roll-off and re-pricing down. RSAs we still have a bit to fall there modest amounts. We've taken most of the cost advantage already. We do have some strong liquidity. Of course, we got to put that to work and we're at the lowest level of wholesale in our history at 8.8%. And then that impacted the RB&T divestiture that you mentioned. Counter to that, loan pricing continues to get tougher to hold on to. We did see some continued drop in LIBOR here since the end of the year. We have to put that liquidity to use here in Q1. And as a result of all that, our guidance is coming in at that two to four basis points for the quarter. So that's really the pros and cons, puts and takes in terms of how we get to that.

Understood. That's very helpful. And if I could just ask on the swap revenue side of the equation, obviously another strong quarter here and 2019 was pretty impressive as well along that front. So, just curious, if you guys can kind of speak to the drivers there, I know, you guys have specialties within your guy's franchise that's driving some of that growth. So I'm just curious if it's new clients or some existing clients that are refinancing and using that swap product. And just any other kind of commentary as we can maybe think about the run rate for swap fee income in 2Q and 3Q and 4Q of this year as well? And I appreciate your guidance for 1Q as well along those lines.

Okay. This is Larry. I'll take a shot at that one. First of all, a lot of this is coming from our Specialty Finance Group. There would certainly be some existing clients but some new business. So, I think a healthy blend of where that's coming from. The pipeline there continues to be solid. As you know, we're guiding to slightly lower fees in that space. That's really because -- not because of pipeline, because that seems consistent with the past. But we were aided a little bit with the falling yield curve throughout 2019 from a pricing standpoint and how we structured those. Now that the rates have kind of been a little more stable, we think the pricing will narrow, just a little bit there. So that's having a little bit of impact on the fees for similar transactions in the last year versus now. So the run rate, as we talked about, we think a rational run rate is 5% to 7% in the first quarter. If you look at our 4-quarter trailing average on that, it's I think in the 7.5% range. We don't think this is an aberration. So we don't expect that to grow meaningfully beyond that, but we think those are kind of reasonable ranges to operate in.

Understood, that's very helpful. And if I can just sneak one more in on the goodwill impairment charge tied to Bates. And if I remember correctly, I think you guys are going to be retaining the Bates wealth management presence in Rockford going forward. So just curious what drove that goodwill charge. And then how we should think about wealth fees as 2019 -- I'm sorry as 2020 progresses as well?

Yes. Sure Nate. Happy to take that. So Bates' AUM is up and has grown year-over-year. Revenue is strong, has grown slightly year-over-year. However, given our exit from the Rockford market, our synergies and our integration plan with RB&T is no longer available that's been eliminated, which as you might guess impacts our short-term forecasted profitability for Bates. That's really the cause behind the goodwill impairment. We're now working on opportunities to restructure operations to regain our expected profitability, but that's going to take some time. We thought it was prudent to take the goodwill charge considering the change. Hope that makes better sense. And then, Nate you asked about outlook for next year. The divestiture of Rockford will take a little bit of wealth management revenue out, but candidly a pretty modest number less than $2 million annual. And we still expect strong traction in wealth management, another 8% to 10% growth in wealth management year-over-year. In 2019, we actually grew new AUM at $352 million and another 273 relationships in our other charters. So, strong traction there in wealth management. Very good folks in that business for us, and we continue to expect 8% to 10% growth there.

Okay. That’s great color. I really appreciate all the information. Thanks guys.

Thanks, Nate.

The next question will come from Damon DelMonte of KBW.

Hey. Good morning, guys. How is it going today?

Good, Damon.

Good, Damon.

Good to hear. So first question, just wondering if you could talk a little bit about CECL and expectations for how that's going to impact the loan loss reserve.

Sure. Damon as you know, most of the industry is not yet completed here. I would tell you that this guidance and our take on this right now again would be in draft form. But we spent a lot of time on this over the last two years. Right now, we are expecting a very modest impact on our reserves in the range of 5% to 10%. Given our reserve levels at the end of the year at $36 million, that's $1.8 million to $3.6 million one-time adjustment impact, that's about a 5 basis points drag on total risk-based capital. So a very modest impact on total risk base. Total risk base reported at 12.31% is 13.48%, so we'd still be in the mid-13s on total risk-based capital.

Okay.

And just – yeah, a little color behind that. I mean, certainly a modest impact that we're projecting here, a couple of big reasons for that. One we've had very good historical loss rates here at QCR for our entire history even during the tough credit cycle. And we've historically had a pretty conservative approach to reserving under the prior methodology, typically carried stronger reserves than most of our peers. So those two factors really contribute to that 5% to 10% impact.

Got it. Okay. And then how about like kind of the day two impact as we look at the provision expense during 2020?

Sure. Candidly, a little bit more of an impact there given its current expected credit loss. So, given the run rate of loan growth that we're guiding to that 8% to 10%, we would really expect provisioning in the $2.5 million per quarter range plus or minus. That's up from prior guidance that we've given at around $2 million per quarter. So, safe to say about a $2 million impact on the same volume of loan growth.

Okay. That's helpful. Thank you. And then just kind of as you noted with the kind of the reset to the capital levels with the divestiture of RB&T, what are your updated thoughts on capital management? Any thoughts on a buyback or a dividend policy? Or how do you expect to kind of leverage some of that excess capital that you guys have now?

Yeah. We're still just kind of getting to the medium of our peer group. So we believe that additionally we're still a growth story. So, certainly, we will be thoughtful before we started given back any of that capital at this point. The other thing that we would say is we are going to likely consider a stock buyback plan but more as a defensive mechanism in case there'd be a major movement in the stock price.

Got it. Okay. And then just one last final question M&A related. Just kind of update us with your thoughts on M&A? And have you seen an increase in discussions across your footprint? And what are your thoughts on 2020?

Yeah. We continue to be active lookers for opportunities. And we have multiple discussions kind of in very early stages, but it's very hard to tell what that means, and so probably nothing imminent. And -- but for the right opportunity we would be prepared certainly to react to that if one of those becomes more active.

Okay. Great. All right. Thanks. That's all I had. Thanks for the color. Appreciate it.

Thanks, Damon.

Thanks, Damon.

The next question will be from Jeff Rulis of D.A. Davidson.

Thanks. Good morning.

Good morning, Jeff.

Good morning, Jeff.

Pretty good detail on some of that line item I appreciate that. I guess back to the swap business, so if we were to look at -- and you guys kind of walked us through just kind of the puts and takes there, and I guess, the threats to that business line outside of kind of rates kind of the curve and what you think has helped you in the -- in trailing quarters. But I guess, are you seeing any increased competition in that line item? More customers, I guess, suggesting that other banks offering a similar product anything coming online there that would make you be a little more conservative on that figure?

I would say that we believe our pipeline of activity is consistent with the last several quarters. The pricing pressure mostly because -- not as much because of competition, but mostly because of the yield curve stabilizing has taken away a little bit of pricing power as we've executed on those swaps. So hence our kind of slightly lower guidance as we look forward compared to the last couple of quarters.

Yeah, I think still really good deal flow. We did get a pricing advantage on some of the swaps we actually performed in 2019. We don't expect and we're not guiding for that to continue, but really strong deal flow a very sustainable business model there.

And just to clarify the $24 million to $26 million guide that's swap alone? Does that include the -- I mean, it's becoming a de minimis relative number on the sale of government-guaranteed loans, but you've coupled that in the past. But is -- I guess is the $24 million $26 million is that swap alone?

Yes, yes.

Great. Thank you. And maybe one last question. You touched on the edges of this is just the strategic decision on kind of the disposition of Rockford and the reprioritizing of capital. I guess kind of the near and long-term use of that deployment is that in different markets backfill just to try to get a little more specific as to -- you mentioned you're having multiple or active lookers on M&A. But ideally how does that sort of play out in terms of redeployment of that capital? Outside of just saying that Rockford you weren't getting scale and you'd like to go elsewhere if you could kind of frame that up a little in more detail?

Sure. Our near-term focus is really fill-in acquisitions in our current markets really because of two factors: ease of execution and the scale that it would bring to us particularly in Springfield and Des Moines. We were number one market share in Quad Cities, Cedar Rapids. And so there's less opportunities when you get to number one market shareholder can be some. There's more likely opportunities in Des Moines and Springfield. That would be our first choice because that would get us to meaningful scale in those markets. And those are already substantially bigger than we were in the Rockford market. And so if we can build those out and if you look at the ROAAs and our bank levels Cedar Rapids and Quad would be the highest because they've got more scale more operating leverage. That would be our first priority. So, our near-term focus is that. And then longer term markets that look like the ones we're in today.

Great. Okay. Thank you.

Thanks Jeff.

[Operator Instructions] The next question will come from Terry McEvoy of Stephens.

Good morning.

Good morning.

Good morning.

First question. Good news the loan payoffs normalized again here in the fourth quarter. So, I guess my question is do you expect that to change at all over the near-term meaning elevated payoffs? And what are your assumptions for payoffs as you were putting together your loan growth outlook for full year 2020?

Yes, the payoffs I think have been consistent here in the last couple of quarters, so we don't see a big trend in that one way or the other. Payoffs are hard to predict, so consistent would probably be the theme that we would think is appropriate at this point.

And then as a follow-up, I guess, I'm a little bit surprised maybe on the margin outlook not being a bit higher just given the interest-bearing deposit costs still over 1% CDs over 2%. So, could you just talk about the opportunity not only in the first quarter, but throughout 2020 to really reduce the funding costs? And whether you think the margin expansion can improve from the first quarter as you reduce your overall funding costs.

Sure. Great question and fair one. Our guidance in that 2% to 4% for the first quarter really again based on those puts and takes I've talked about here a few minutes ago. We would expect for some continued improvement in margin at least through the first half of the year. The back half of the year that may flatten out and become more static. So, we're optimistic about margin in Q1. If our guidance is a little less optimistic maybe than some of you might expect guilty as charged. But we still feel very bullish about margin here in the first half of the year and we think we're a bit of an outlier in that regard. But we did see some very nice improvements in the last half of 2019. I think our caution might be that we're not sure just how much further we can go and have to go on deposit pricing.

One of the things that I think is important is we're probably running a little more liquidity than we planned on. And so that's probably having a little drag and until we can figure out how to burn through that in a profitable way that will -- that's probably muting our initial expectation of debt.

Yes.

And then just one last question. Any additional cost expenses for the Rockford exit expected in 2020 or is it going to be pretty clean from an expense standpoint starting in the first quarter?

Yes. We've taken those costs out. We are still providing some support services to that charter until Heartland executes their conversion, which actually is in two weeks. But all of our costs have been accounted for.

Thanks for the help. I appreciate it.

You bet.

Thanks, Terry.

The next question will come from Brian Martin of Janney Montgomery.

Hey guys. Good morning.

Good morning, Brian.

Good morning.

Hey, Todd, just going back to the margin for a minute. Just on the loan pricing still being pretty competitive, can you just talk about where new production is coming on? I don't mean -- whether you differentiate that between the specialty or kind of the core finance, but just kind of where that's coming out? And are you seeing it begin to stabilize? Or is there still pressure where you expect that to continue to trend lower?

Yes. We're still seeing new loans in the 4.30%, 4.50% range weighted average. We certainly are continuing to see pressure on that. Then again that's part of the caution we have about margin accretion in Q1, just how rigorous the challenge will be on loan pricing. Right now doing a very good job. Our lenders are doing a fantastic job across the footprint in new loan production both the amount and pricing, so we feel good about it, but would be in the 4.30% to 4.50% blended range.

Okay. That's helpful. And maybe just jumping to the loan kind of the pipeline you talked about at this point. When you look -- when you think about the growth or kind of model what you guys are factoring in for growth in 2020, I mean can you talk about where that growth comes from whether it be by kind of geography how you're thinking about it? Is it kind of strong across all markets? And then maybe the contribution of the Specialty Group kind of how much that weighs into the growth equation as you kind of think about it in 2020?

Yes. I would say first of all the kind of the core business C&I and commercial real estate, it would be pretty consistent across our markets from -- all the markets are healthy. We seem to be gaining market share in all of those places. But those are markets that are on average probably growing 3%. And so if we're getting from 3% to 10% loan growth, we're probably getting 5% of that increased loan growth from the core business and the last 5% is probably coming from our Specialty Finance Group, which is again municipal lending historic and like tax credit lending.

Okay. And that Specialty Group the footings at year-end Larry where are those at today?

Let me look at the rate schedule here.

Yes, total loans for specialty finance at the end of the year are little over $700 million across the entire company.

Okay. And Todd, just keeping things in perspective, where that level was at a year ago? Was -- how much of the growth this year came from that Specialty Group?

Yes. I would say probably very close to what Larry portrayed that about half of our organic growth came from Specialty Finance this year.

Okay. Perfect. That's helpful. And just maybe the last two housekeeping things for me. I appreciate all the color and the difficulty in forecasting the swap income. Just as we think about it bigger picture, I guess assuming this is a sustainable business over time that when we think about 2021 and beyond, we should be factoring in some level of stability or growth in that number without -- I know you guys aren't providing any guidance that far out, but just your level of -- we should still expect it to be a meaningful contributor in the out years. Is that fair to say?

Yes. Brian that's a great question. We didn't really -- I mean we gave some very specific guidance about Q1 and good range for 2020 of $24 million to $26 million, this business model we believe to be is sustainable for all the reasons we just discussed. We took the edge off the $29 million and are guiding to something a little less than that lack of that yield curve advantage here in this year. But when you do those out years, we believe this to be a solid $25 million, $26 million a year business.

Okay. That's helpful, Todd. I appreciate it. And just the -- with CECL, is there any change in your outlook on the accretion Todd? I mean, is it -- I guess a -- it's diminishing in size. But just, how you're thinking about the maybe full year accretion for 2020?

Brian, that's actually a great question. Because it has really rolled off. Our total -- and I'm not talking about net accretion. This is just the loan number. But accretion for 2019 across the three acquisitions was a little over $4.5 million. That's scheduled to be only about $2 million, here in 2020. As you know that rolls downhill fairly quickly. So …

Yeah.

…that will have an impact on net interest income dollars. We expect to overpower that with growth. And some margin accretion.

Okay. That's helpful. And you did say, Todd, that the margin your outlook is maybe in rate environment -- if we're in a stable rate environment. And I guess your outlook today is that the margin is up in the first half. And then, begins to flatten out in the second half. Is that kind of what I heard? Maybe I missed that?

No. Brian, that's consistent with our thoughts, that we expect some accretion in that 2% to 4% range in Q1. We'll talk more in April about expectations for Q2. But we're optimistic about it. But we do expect a more static margin in the back half.

Okay. And that -- is -- that flattening out is driven by what Todd, just at least as you think about it today?

Yeah. Well, running out of powder on the cost of funds repricing, primarily. We have jumped on that with vigor here, at the last half of 2019. We were operating at least 100 beta if not more in terms of taking costs out. And at some point we're going to hit some floors there. That's really what it's about.

Got you, okay. I appreciate all the color guys. Thanks.

Thanks, Brian.

This concludes our question-and-answer session. I would now like to turn the conference back over to Mr. Helling for any closing remarks.

Okay. Thank you, Operator. I'd like to thank all of you for joining us on our call today. We look forward to speaking with you all again soon. Have a great day.

Thank you, sir. The conference has now concluded. Thank you all for attending today's presentation. You may now disconnect your lines. Have a great day.