QUAD CITY HOLDINGS INC
10QSB, 1997-11-14
STATE COMMERCIAL BANKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(Mark One)
[ x ] Quarterly  report  pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the quarterly period ended September 30, 1997

[   ] 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


                            Quad City Holdings, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

                     2118 Middle Road, Bettendorf, IA 52722
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (319) 344-0600
                           ---------------------------
                           (Issuer s telephone number)

     ---------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for past 90 days Yes [ x ] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.  Yes [    ]    No [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer s classes of common
equity, as of the latest practicable date: 1,462,824 as of November 10, 1997


Transitional Small Business Disclosure Format (check one): Yes [ x ]   No [   ]



<PAGE>


                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES


                                      INDEX


                                                                           Page
                                                                          Number


Part I    FINANCIAL INFORMATION

          Item 1  Consolidated Condensed Financial Statements (Unaudited)

                  Consolidated Condensed Balance Sheets,  
                  September 30, 1997 & June 30, 1997

                  Consolidated Condensed Statements of Income,     
                  For the Three Months Ended September 30, 1997 and 1996

                  Consolidated Condensed Statements of Cash Flows, 
                  For the Three Months Ended September 30, 1997 and 1996

                  Notes to Consolidated Condensed Financial Statements 

          Item 2  Management s Discussion and Analysis of
                  Financial Condition and Results of Operations      

Part II   OTHER INFORMATION

          Item 1  Legal Proceedings           

          Item 2  Changes in Securities    

          Item 3  Defaults Upon Senior Securities      

          Item 4  Submission of Matters to a Vote of Security Holders  

          Item 5  Other Information     

          Item 6  Exhibits and Reports on Form 8-K                          

          SIGNATURES        










<PAGE>


Part I, Item 1


                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

<TABLE>

                                                                              September 30,       June 30,
                                                                                  1997              1997
                                                                              -------------    -------------
<S>                                                                           <C>              <C>  
ASSETS
Cash and due from banks ...................................................   $   8,785,432    $   6,953,463
Federal funds sold ........................................................       2,240,000        9,190,000
Certificates of deposit at financial institutions .........................       5,567,233        5,359,124
Securities held to maturity, at amortized cost ............................       2,752,715        2,914,129
Securities available for sale, at fair value ..............................      29,269,961       28,897,629
                                                                              -------------    -------------
     Total securities .....................................................      32,022,676       31,811,758
                                                                              -------------    -------------

Loans receivable ..........................................................     129,616,307      108,365,429
Less: Allowance for estimated losses on loans .............................      (1,947,633)      (1,632,500)
                                                                              -------------    -------------
     Net loans receivable .................................................     127,668,674      106,732,929
                                                                              -------------    -------------

Premises and equipment, net ...............................................       5,394,305        5,248,689
Accrued interest receivable ...............................................       1,390,928        1,374,307
Other assets ..............................................................       2,160,578        1,708,481
                                                                              -------------    -------------
        Total assets ......................................................   $ 185,229,826    $ 168,378,751
                                                                              =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
   Noninterest-bearing ....................................................   $  24,926,651    $  22,103,036
   Interest-bearing .......................................................     120,360,528      113,857,159
                                                                              -------------    -------------
     Total deposits .......................................................     145,287,179      135,960,195
                                                                              -------------    -------------

Federal Home Loan Bank advances ...........................................      19,233,459       10,777,712
Other borrowings ..........................................................       1,500,000        1,500,000
Other liabilities .........................................................       3,184,398        5,527,618
                                                                              -------------    -------------
        Total liabilities .................................................     169,205,036      153,765,525
                                                                              -------------    -------------

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; shares authorized 250,000; shares issued and              20               10
  outstanding Sept. 1997, 20; June 1997, 10
Common stock, $1 par value; shares authorized 2,500,000; shares issued and
  outstanding Sept. 1997 and June 1997, 1,462,824 .........................       1,462,824        1,462,824
Additional paid-in capital ................................................      14,039,396       13,039,406
Retained earnings .........................................................         512,113          171,171
                                                                              -------------    -------------
                                                                                 16,014,353       14,673,411
Unrealized gains (losses) on securities available for sale, net ...........          10,437          (60,185)
                                                                              -------------    -------------
        Total stockholders' equity ........................................      16,024,790       14,613,226
                                                                              -------------    -------------
        Total liabilities and stockholders' equity ........................   $ 185,229,826    $ 168,378,751
                                                                              =============    =============

</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>



                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES

             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>

                                                            Three Months Ended September 30,
                                                            --------------------------------
                                                                   1997         1996
                                                                ----------   ----------
<S>                                                             <C>          <C>  
Interest income:
     Interest and fees on loans .............................   $2,717,165   $1,346,115
     Interest and dividends on securities ...................      499,436      520,981
     Interest on federal funds sold .........................       89,116       49,100
     Other interest .........................................       99,394       98,041
                                                                ----------   ----------
          Total interest income .............................    3,405,111    2,014,237
                                                                ----------   ----------

Interest expense:
      Interest on deposits ..................................    1,492,958      919,141
      Interest on other borrowings ..........................      264,314       89,128
                                                                ----------   ----------
          Total interest expense ............................    1,757,272    1,008,269
                                                                ----------   ----------

          Net interest income ...............................    1,647,839    1,005,968

 Provision for loan losses ..................................      304,355      157,400
                                                                ----------   ----------
          Net interest income after provision for loan losses    1,343,484      848,568
                                                                ----------   ----------

Other income:
     Merchant credit card fees, net of processing costs .....      418,734      327,193
     Trust department .......................................      247,329      116,503
     Deposit service fees ...................................       62,422       42,269
     Other ..................................................       94,006       33,243
                                                                ----------   ----------
          Total other income ................................      822,491      519,208
                                                                ----------   ----------

Other expenses:
     Salaries and benefits ..................................      967,293      563,171
     Professional and data processing fees ..................      121,675      108,265
     Advertising and marketing ..............................       51,922       30,890
     Occupancy and equipment expense ........................      201,898      138,886
     Stationery and supplies ................................       36,692       43,912
     Provision for merchant credit card losses ..............       25,125       43,954
     Postage and telephone ..................................       45,400       45,667
     Other ..................................................      156,828      133,847
                                                                ----------   ----------
          Total other expenses ..............................    1,606,833    1,108,592
                                                                ----------   ----------

Income before income taxes ..................................      559,142      259,184
Income taxes ................................................      218,200            0
                                                                ----------   ----------
          Net income ........................................   $  340,942   $  259,184
                                                                ==========   ==========

Earnings (loss) per common share:
          Primary ...........................................         0.22         0.18*
          Fully diluted .....................................         0.22         0.18*
          Weighted average common shares outstanding ........    1,462,824    1,437,824
          Weighted average common and common equivalent
                shares outstanding ..........................    1,654,594   1,437,824 *
<FN>
*  Excludes  the  effects of common  stock  equivalents  as  resulting
   dilution was less than 3%.
</FN>
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
<PAGE>


                   QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>

                                                                                  Three Months Ended September 30,
                                                                                  --------------------------------
                                                                                        1997            1996
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>   
CASH FLOWS FROM OPERATING ACTIVITIES
          Net income ............................................................   $    340,942    $    259,184
          Adjustments to reconcile net income to net cash provided by
           (used in) operating activities:
            Depreciation ........................................................         97,497          68,035
            Provision for loan losses ...........................................        304,355         157,400
            Provision for merchant credit card losses ...........................         25,125          43,954
            Amortization of premiums (accretion of discounts) on securities, net          (4,526)         (5,553)
            Loans originated for sale ...........................................     (7,514,145)     (1,499,455)
            Proceeds on sales of loans ..........................................      5,824,149       1,515,949
            Net (gains) on sales of loans .......................................       (100,004)        (16,494)
            (Increase) decrease in accrued interest receivable ..................        (16,621)        168,599
            (Increase) in other assets ..........................................       (452,097)         (6,588)
            Increase (decrease) in other liabilities ............................     (2,407,154)      2,334,681
                                                                                    ------------    ------------
               Net cash provided by (used in) operating activities ..............   $ (3,902,479)   $  3,019,712
                                                                                    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
          Net (increase) decrease in federal funds sold .........................      6,950,000      (3,887,000)
          Net (increase) in certificates of deposits at financial institutions ..       (208,109)        (83,151)
          Net loans originated ..................................................    (19,450,100)    (10,435,356)
          Purchase of securities available for sale .............................     (1,284,294)       (427,593)
          Proceeds from maturity of securities ..................................      1,000,000               0
          Proceeds from calls/paydowns on securities ............................        187,333         222,380
          (Purchase) of premises and equipment, net .............................       (243,113)       (589,604)
                                                                                    ------------    ------------
               Net cash (used in) investing activities ..........................   $(13,048,283)   $(15,200,324)
                                                                                    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
          Net increase in deposit accounts ......................................      9,326,984      10,541,254
          Net (decrease) in federal funds purchased .............................              0      (1,190,000)
          Proceeds from issuance of preferred stock .............................      1,000,000               0
          Net increase in other borrowings ......................................              0         500,000
          Proceeds from Federal Home Loan Bank advances .........................      8,500,000       6,500,000
          Payments on Federal Home Loan Bank advances ...........................        (44,253)     (4,512,984)
                                                                                    ------------    ------------
               Net cash provided by financing activities ........................   $ 18,782,731    $ 11,838,270
                                                                                    ------------    ------------

               Net increase (decrease) in cash and due from banks ...............      1,831,969        (342,342)
               Cash and due from banks, beginning ...............................      6,953,463       6,615,407
                                                                                    ------------    ------------
               Cash and due from banks, ending ..................................   $  8,785,432    $  6,273,065
                                                                                    ============    ============

Supplemental disclosure of cash flow information, cash payments for:
          Interest ..............................................................   $  1,589,664    $  1,043,818
                                                                                    ============    ============

          Income/franchise taxes ................................................   $    265,000    $          0
                                                                                    ============    ============

Supplemental schedule of noncash investing activities:
          Change in unrealized gains/losses on securities available for sale, net   $     70,622    $    148,436
                                                                                    ============    ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE>



                            QUAD CITY HOLDINGS, INC.
                                AND SUBSIDIARIES

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 1997



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include  information or footnotes  necessary for a fair presentation
of financial position,  results of operations and changes in financial condition
in conformity  with  generally  accepted  accounting  principles.  However,  all
adjustments  that  are,  in the  opinion  of  management,  necessary  for a fair
presentation have been included. Results for the months ended September 30, 1997
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending June 30, 1998.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts  of Quad City  Holdings,  Inc.  (the  "Company")  and its wholly  owned
subsidiaries,  Quad City  Bank and  Trust  Company  (the  "Bank")  and Quad City
Bancard,   Inc.   ("Bancard").   All  significant   intercompany   accounts  and
transactions have been eliminated in consolidation.
<PAGE>



                      MANAGEMENT S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



GENERAL

Quad City  Holdings.  Inc. (the  "Company") was formed in February of 1993 under
the laws of the state of Delaware  for the purpose of becoming  the bank holding
company of Quad City Bank and Trust Company (the "Bank").

The Bank was capitalized on October 13, 1993 and commenced operations on January
7, 1994. The Bank was organized as an  Iowa-chartered  commercial bank that is a
member of the Federal  Reserve System with  depository  accounts  insured by the
Federal Deposit Insurance Corporation. The Bank provides full-service commercial
and consumer  banking  services in Bettendorf  and  Davenport,  Iowa and Moline,
Illinois and in adjacent communities.

Quad City  Bancard,  Inc.  ("Bancard")  was  organized  on April 3,  1995,  as a
Delaware  corporation which provides  merchant credit card processing  services.
This  operation  had  previously  been a  division  of the Bank since July 1994.
Bancard has contracted  with an  independent  sales  organization  which markets
credit  card   services  to  merchants   throughout   the  country.   Currently,
approximately 10,500 merchants process transactions with Bancard.

The Company has a fiscal year end of June 30.

FINANCIAL CONDITION

Total assets of the Company  increased by $16,851,075 or 10.01% to  $185,229,826
at September 30, 1997 from  $168,378,751 at June 30, 1997. The growth  primarily
resulted from an increase in deposits  received from customers and from advances
received from the Federal Home Loan Bank.

Cash and due from banks  increased  by  $1,831,969  or 26.35% to  $8,785,432  at
September 30, 1997 from  $6,953,463 at June 30, 1997 and  represented  both cash
maintained  at the  Bank,  as well as funds  that the Bank and the  Company  had
deposited in other banks in the form of demand deposits.

Federal funds sold are inter-bank funds with daily  liquidity.  At September 30,
1997, the Bank had invested  $2,240,000 in such funds.  This amount decreased by
$6,950,000, or 75.63%, from $9,190,000 at June 30, 1997.

Certificates of deposit at financial institutions increased by $208,109 or 3.88%
to  $5,567,233  at September  30, 1997 from  $5,359,124  at June 30,  1997.  The
increase was due to new deposits in other banks in the form of  certificates  of
deposit.

Securities  increased by $210,918 or 0.66% to  $32,022,676 at September 30, 1997
from  $31,811,758  at June 30, 1997.  The increase was the result of a number of
transactions in the security  portfolio.  Additional  securities,  classified as
available for sale,  were purchased in the amount of $1,284,294,  the net of the
amortization of premiums and accretion of discounts was $4,526, and the increase
in unrealized gains on securities  available for sale,  before applicable income
tax, was  $109,431.  The  increase  was offset by paydowns  received on mortgage
backed securities of $187,333 and the maturity of a $1,000,000 security.

Loans receivable increased by $21,250,878 or 19.61% to $129,616,307 at September
30, 1997 from  $108,365,429 at June 30, 1997. The increase was the result of the
origination  of  $45,771,857  of commercial  business,  consumer and real estate
loans, less loan repayments of $24,520,979.

The  allowance  for  estimated  losses  on  loans  at  September  30,  1997  was
$1,947,633,   representing   approximately  1.5%  of  gross  loans  outstanding.
Similarly,  the  allowance  for  estimated  losses on loans at June 30, 1997 was
approximately  1.5%  of  gross  loans  outstanding,   or  $1,632,500.   Although
management  believes  that  the  allowance  for  estimated  losses  on  loans at
September 30, 1997 was at a level  adequate to absorb losses on existing  loans,
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 contributions to its
provision for loan losses in the future.

Premises and equipment increased by $145,616 or 2.77% to $5,394,305 at September
30, 1997 from  $5,248,689  at June 30,  1997.  The  increase  resulted  from the
purchase  of  additional  furniture,  fixtures  and  equipment  for the Bank and
Bancard,  and  certain  site  construction  costs  for  the new  Moline  banking
location, offset by depreciation expense.

Accrued  interest  receivable on loans,  securities  and  interest-bearing  cash
accounts  increased by $16,621 or 1.21% to $1,390,928 at September 30, 1997 from
$1,374,307 at June 30, 1997.
<PAGE>



Other assets increased by $452,097 or 26.46% to $2,160,578 at September 30, 1997
from $1,708,481 at June 30, 1997. Other assets consisted mainly of miscellaneous
receivables, prepaid expenses and accrued trust department income.

Deposits  increased by $9,326,984 or 6.86% to $145,287,179 at September 30, 1997
from  $135,960,195  at June 30, 1997.  The increase  resulted from an $3,600,438
increase in non-interest  bearing,  NOW, money market and other savings accounts
and a $5,726,546 increase in certificates of deposit.

Federal Home Loan Bank  ("FHLB")  advances  increased by $8,455,747 or 78.46% to
$19,233,459 at September 30, 1997 from $10,777,712 at June 30, 1997. As a result
of its membership in the FHLB of Des Moines,  the Bank has the ability to borrow
funds for  short- or  long-term  purposes  under a variety  of  programs.  . The
increase was primarily  attributable  to the fact that deposit growth was not as
great as the loan demand  during the fiscal year.  Additionally,  the use of the
advances enabled the bank to hedge against potential rising interest rates.

Other  borrowings  was  $1,500,000 at both September 30, 1997 and June 30, 1997.
Other  borrowings  consist of the amount  outstanding on a $1,500,000  revolving
credit note with a third party lender,  which is secured by all the  outstanding
stock of the Bank.  The  borrowed  funds were  utilized  to  provide  additional
capital to the Bank to maintain an 8% leverage ratio.

Other  liabilities  decreased by $2,343,220 or 42.39% to $3,184,398 at September
30, 1997 from  $5,527,618 at June 30, 1997.  Other  liabilities was comprised of
unpaid  amounts  for  various  products  and  services,  and  accrued but unpaid
interest on  deposits.  The decrease  was  primarily  due to the decrease in the
accounts payable to merchants on Bancard s books at the end of the quarter.

Preferred  stock  increased by $10 to $20 at September 30, 1997 from $10 at June
30,  1997.  The increase was due to the issuance of 10 shares at $1.00 par value
of perpetual, nonvoting preferred stock for a consideration of $1,000,000.

Common  stock of  $1,462,824  at both  September  30,  1997  and  June 30,  1997
represented 1,462,824 shares at $1.00 par value of the Company s common stock.

Additional paid-in capital increased by $999,990 to $14,039,396 at September 30,
1997 from $13,039,406 at June 30, 1997. The increase resulted from cash received
in excess of the par value for the 10 shares of preferred stock.

Retained  earnings  increased by $340,942 to $512,113 at September 30, 1997 from
$171,171 at June 30, 1997 to reflect the net income for the three months.

Unrealized  gains and losses on securities  available  for sale,  net of related
income taxes,  was a $10,437 gain at September 30, 1997 as compared to a $60,185
loss at June 30, 1997.  The increase  was  attributable  to the increase in fair
value of the securities, identified as available for sale, for the quarter.

RESULTS OF OPERATIONS

Net income for the three month  period  ended  September  30, 1997  increased to
$340,942 as compared to a net income of $259,184 for the same period in 1996.

Interest  income  increased by $1,390,874  from  $2,014,237  for the three month
period ended  September 30, 1996 to $3,405,111  for the three month period ended
September  30,  1997.   The  69.05%  rise  in  interest   income  was  primarily
attributable to greater average outstanding balances in interest earning assets.

Interest  expense  increased  by $749,003  from  $1,008,269  for the three month
period ended  September 30, 1996 to $1,757,272  for the three month period ended
September 30, 1997. The 74.29% increase in interest  expense was again primarily
attributable  to  greater  average  outstanding  balances  in  interest  bearing
liabilities.

The Company had an allowance for estimated losses on loans of approximately 1.5%
of total loans at September  30, 1997 and 1996.  The  provision  for loan losses
increased by $146,955 from  $157,400 for the three month period ended  September
30, 1996 to $304,355 for the three month period ended  September  30, 1997.  The
93.36%  increase in the  provision  was made as a result of the  increase in the
total loan  portfolio  during this quarter.  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  intends to
continue to closely monitor the loan portfolio  through  analysis and currently,
does not anticipate any material losses.
<PAGE>


Other  income  increased  by $303,283  from  $519,208 for the three month period
ended  September 30, 1996 to $822,491 for the three month period ended September
30, 1997.  Other income at September 30, 1997 and 1996  consisted of income from
the merchant credit card operation,  the trust  department,  depository  service
fees,  and other  miscellaneous  fees.  The  increase was  primarily  due to the
addition  of  new  customers  and  increased  volume  of  merchant  credit  card
processing at Bancard and the addition of new clients in the trust department of
the Bank.

The main  components  of other  expenses were  primarily  salaries and benefits,
occupancy and equipment expenses, and professional and data processing fees, for
both periods.  Other expenses for the three months ended September 30, 1997 were
$1,606,833 as compared to $1,108,592 for the same period in 1996.

From September 30, 1996 to September 30, 1997, salaries and benefits experienced
the most  significant  increase of any noninterest  expense  component.  For the
three months ended September 30, 1997, total salaries and benefits  increased to
$967,293, or $404,122 over the September 30, 1996 total of $563,171.  The change
was primarily  attributable  to the addition of new  employees.  Some of the new
positions  added during that twelve month period were the  following:  two trust
officers,  a technology  manager,  a commercial loan officer,  three real estate
loan originators,  a real estate  underwriter,  a loan quality manager, a credit
analyst, a financial accountant, and a human resource officer.

OTHER DEVELOPMENTS

Construction  of the Davenport  full service  banking  facility was completed in
July of 1996 to provide for the  convenience of customers and to expand the Bank
s market territory. The two story building is in two segments that are separated
by an atrium.  The Bank owns the south half of the building,  while the northern
portion  is owned by the  developer.  The Bank  occupies  its  first  floor  and
utilizes the basement for the operations and item processing department, as well
as  storage.  The second  floor is leased to two law  firms.  In  addition,  the
residential  real estate  department  of the Bank will be leasing  approximately
2,500 square feet in the attached building across the first floor atrium.

Renovation of a third full service banking  facility is underway at the historic
Velie  Plantation  Mansion located near the  intersection of 7th Street and John
Deere Road in Moline near the Rock  Island/Moline  border. The building is owned
by the  developer and both the Bank and Bancard will be major  tenants.  Bancard
plans to relocate its  operations  to the lower level of the 30,000  square foot
building in late 1997.  The Bank will begin its operations on the first floor of
the building in early 1998.  The Company  obtained an Illinois  banking  charter
that was  subsequently  merged into the Iowa charter.  The Bank currently leases
approximately  1,500 square feet of office  space in a building  adjacent to the
Velie  Plantation  Mansion  property and has been  operating a temporary  branch
facility since June 16, 1997.

NEW ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting Standards Board has issued SFAS No. 128, "Earnings per
Share" which  becomes  effective  for  financial  statements  issued for periods
ending  after  December 15,  1997.  This  Statement  establishes  standards  for
computing and presenting earnings per share ("EPS") and applies to entities with
publicly held stock or potential  common stock.  This  Statement  simplifies the
standards for computing  earnings per share  previously found in APB Opinion No.
15,  "Earnings  per  Share,"  and makes them  comparable  to  international  EPS
standards.  It replaces the  presentation  of primary EPS with a presentation of
basic EPS. It also  requires dual  presentation  of basic and diluted EPS on the
face of the income statement of all entities with complex capital structures and
requires a  reconciliation  of the  numerator and  denominator  of the basic EPS
computation  to the numerator and  denominator  of the diluted EPS  computation.
Management  believes  that adoption of this  Statement  will not have a material
effect on the consolidated financial statements.

The  Financial  Accounting  Standards  Board has issued SFAS No. 130  "Reporting
Comprehensive  Income"  which is  effective  for fiscal  years  beginning  after
December 15, 1997.  This  Statement  establishes  standards  for  reporting  and
display  of   comprehensive   income  and  its  components  in  a  full  set  of
general-purpose financial statements.  Management believes that adoption of this
Statement  will  not  have  a  material  effect  on the  consolidated  financial
statements.

The Financial  Accounting  Standards Board has issued SFAS No. 131  "Disclosures
about Segments of an Enterprise and Related  Information" which is effective for
fiscal years  beginning  after  December 15, 1997.  This  Statement  establishes
standards for the way that public business  enterprises report information about
operating  segments  in annual  financial  statements  and  requires  that those
enterprises  report selected  information  about  operating  segments in interim
financial  reports issued to  stockholders.  It also  establishes  standards for
related  disclosures  about products and services,  geographic  areas, and major
customers.  Management  believes that adoption of this Statement will not have a
material effect on the consolidated financial statements.
<PAGE>



Part II


                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES


                           PART II - OTHER INFORMATION


Item 1          Legal Proceedings                                    -    None

Item 2          Changes in Securities                                -    None

Item 3          Defaults Upon Senior Securities                      -    None

Item 4          Submission of Matters to a Vote of Security Holders  -    None

Item 5          Other Information                                    -    None

Item 6          Exhibits and Reports on Form 8-K

                (a)   Exhibits
                      (27)   Financial Data Schedule

                (b)   Reports on Form 8-K
                      None.

<PAGE>



                                   SIGNATURES


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


                            QUAD CITY HOLDINGS, INC.
                                  (Registrant)


                         By: /s/ Douglas M. Hultquist
                         -------------------------------
                         Douglas M. Hultquist, President





Date   November 10, 1997                     /s/ Michael A.Bauer
       -----------------                     -----------------------------------
                                             Michael A. Bauer, Chairman




Date   November 10, 1997                     /s/ Douglas M. Hultquist
       -----------------                     -----------------------------------
                                             Douglas M. Hultquist, President
                                             Principal Executive, Financial &
                                             Accounting Officer


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1997 FORM 10-QSB OF QUAD CITY HOLDINGS, INC. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               SEP-30-1997
<CASH>                                           8,785
<INT-BEARING-DEPOSITS>                           5,567
<FED-FUNDS-SOLD>                                 2,240
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     29,270
<INVESTMENTS-CARRYING>                           2,753
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        129,616
<ALLOWANCE>                                      1,948
<TOTAL-ASSETS>                                 185,230
<DEPOSITS>                                     145,287
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              3,184
<LONG-TERM>                                     20,733
                                0
                                          0
<COMMON>                                         1,463
<OTHER-SE>                                      14,562
<TOTAL-LIABILITIES-AND-EQUITY>                 185,230
<INTEREST-LOAN>                                  2,717
<INTEREST-INVEST>                                  499
<INTEREST-OTHER>                                   188
<INTEREST-TOTAL>                                 3,405
<INTEREST-DEPOSIT>                               1,493
<INTEREST-EXPENSE>                               1,757
<INTEREST-INCOME-NET>                            1,647
<LOAN-LOSSES>                                      304
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,607
<INCOME-PRETAX>                                    559
<INCOME-PRE-EXTRAORDINARY>                         341
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       341
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,633
<CHARGE-OFFS>                                        0
<RECOVERIES>                                      (11)
<ALLOWANCE-CLOSE>                                1,948
<ALLOWANCE-DOMESTIC>                             1,948
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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