Nicolet Bankshares - 10-Q quarterly report FY2022 Q2

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

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

For the quarterly period ended June 30, 2022

☐ 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: 001-37700

NICOLET BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Wisconsin

47-0871001

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

111 North Washington Street

Green Bay,

Wisconsin

54301

(Address of Principal Executive Offices)

(Zip Code)

(920)

430-1400

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NIC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2022 there were 13,409,981 shares of $0.01 par value common stock outstanding.

Nicolet Bankshares, Inc.

Quarterly Report on Form 10-Q

June 30, 2022

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS:

NICOLET BANKSHARES, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)


	June 30, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets
Cash and due from banks	$	96,189	$	209,349
Interest-earning deposits	84,828		385,943

Cash and cash equivalents	181,017		595,292
Certificates of deposit in other banks	15,502		21,920
Securities available for sale (“AFS”), at fair value	813,248		921,661
Securities held to maturity (“HTM”), at amortized cost	695,812		651,803
Other investments	53,269		44,008
Loans held for sale	5,084		6,447
Other assets held for sale	—		199,833
Loans	4,978,654		4,621,836
Allowance for credit losses - loans (“ACL-Loans”)	(50,655)		(49,672)
Loans, net	4,927,999		4,572,164
Premises and equipment, net	96,656		94,566
Bank owned life insurance (“BOLI”)	136,060		134,476
Goodwill and other intangibles, net	336,721		339,492
Accrued interest receivable and other assets	108,884		113,375
Total assets	$	7,370,252	$	7,695,037

Liabilities and Stockholders’ Equity
Liabilities:
Noninterest-bearing demand deposits	$	2,045,732	$	1,975,705
Interest-bearing deposits	4,240,534		4,490,211
Total deposits	6,286,266		6,465,916

Long-term borrowings	196,963		216,915
Other liabilities held for sale	—		51,586
Accrued interest payable and other liabilities	47,636		68,729
Total liabilities	6,530,865		6,803,146

Stockholders’ Equity:
Common stock	134		140
Additional paid-in capital	520,741		575,045
Retained earnings	361,753		313,604
Accumulated other comprehensive income (loss)	(43,241)		3,102
Total stockholders’ equity	839,387		891,891
Total liabilities and stockholders’ equity	$	7,370,252	$	7,695,037

Preferred shares authorized (no par value)	10,000,000		10,000,000
Preferred shares issued and outstanding	—		—
Common shares authorized (par value $0.01 per share)	30,000,000		30,000,000
Common shares outstanding	13,407,375		13,994,079
Common shares issued	13,428,551		14,019,880

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Income

(In thousands, except share and per share data) (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Interest income:
Loans, including loan fees	$	52,954	$	35,111	$	104,253	$	68,973
Investment securities:
Taxable	5,135		2,060		10,262		3,874
Tax-exempt	647		520		1,322		1,065
Other interest income	790		616		1,607		1,271
Total interest income	59,526		38,307		117,444		75,183
Interest expense:
Deposits	2,410		2,433		4,602		5,355
Short-term borrowings	28		—		28		—
Long-term borrowings	2,004		303		3,935		616
Total interest expense	4,442		2,736		8,565		5,971
Net interest income	55,084		35,571		108,879		69,212
Provision for credit losses	750		—		1,050		500
Net interest income after provision for credit losses	54,334		35,571		107,829		68,712
Noninterest income:
Trust services fee income	2,004		1,906		4,015		3,681
Brokerage fee income	2,988		2,991		6,676		5,784
Mortgage income, net	2,205		5,599		5,458		12,829
Service charges on deposit accounts	1,536		1,136		3,013		2,227
Card interchange income	2,950		2,266		5,531		4,193
BOLI income	768		559		1,701		1,086
Asset gains (losses), net	1,603		4,192		2,916		4,903
Other income	77		1,529		764		2,601
Total noninterest income	14,131		20,178		30,074		37,304
Noninterest expense:
Personnel	19,681		17,084		40,872		32,200
Occupancy, equipment and office	6,891		4,053		13,835		8,190
Business development and marketing	2,057		1,210		3,888		2,199
Data processing	3,596		2,811		6,983		5,469
Intangibles amortization	1,347		790		2,771		1,642
FDIC assessments	480		480		960		1,075
Merger-related expense	555		656		653		656
Other expense	1,931		3,663		4,126		5,397
Total noninterest expense	36,538		30,747		74,088		56,828
Income before income tax expense	31,927		25,002		63,815		49,188
Income tax expense	7,942		6,718		15,666		12,665
Net income	$	23,985	$	18,284	$	48,149	$	36,523
Earnings per common share:
Basic	$	1.79	$	1.85	$	3.56	$	3.67
Diluted	$	1.73	$	1.77	$	3.43	$	3.52
Weighted average common shares outstanding:
Basic	13,402,455		9,901,614		13,524,919		9,949,359
Diluted	13,852,179		10,325,699		14,035,086		10,364,629

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands) (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	23,985	$	18,284	$	48,149	$	36,523
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities AFS:
Net unrealized holding gains (losses)	(23,520)		1,862		(63,468)		(5,507)
Net realized (gains) losses included in income	—		—		(15)		—
Income tax (expense) benefit	6,350		(503)		17,140		1,486
Total other comprehensive income (loss)	(17,170)		1,359		(46,343)		(4,021)
Comprehensive income (loss)	$	6,815	$	19,643	$	1,806	$	32,502

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Stockholders’ Equity

(In thousands) (Unaudited)



	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balances at March 31, 2022	$	135	$	524,478	$	337,768	$	(26,071)	$	836,310
Comprehensive income:
Net income, three months ended June 30, 2022	—		—		23,985		—		23,985
Other comprehensive income (loss)	—		—		—		(17,170)		(17,170)

Stock-based compensation expense	—		2,154		—		—		2,154
Exercise of stock options, net	—		190		—		—		190
Issuance of common stock	—		197		—		—		197
Purchase and retirement of common stock	(1)		(6,278)		—		—		(6,279)

Balances at June 30, 2022	$	134	$	520,741	$	361,753	$	(43,241)	$	839,387
Balances at March 31, 2021	$	100	$	271,388	$	271,191	$	7,367	$	550,046
Comprehensive income:
Net income, three months ended June 30, 2021	—		—		18,284		—		18,284
Other comprehensive income (loss)	—		—		—		1,359		1,359
Stock-based compensation expense	—		2,055		—		—		2,055
Exercise of stock options, net	—		64		—		—		64
Issuance of common stock	—		111		—		—		111
Purchase and retirement of common stock	(2)		(12,522)		—		—		(12,524)

Balances at June 30, 2021	$	98	$	261,096	$	289,475	$	8,726	$	559,395
Balances at December 31, 2021	$	140	$	575,045	$	313,604	$	3,102	$	891,891
Comprehensive income:
Net income, six months ended June 30, 2022	—		—		48,149		—		48,149
Other comprehensive income (loss)	—		—		—		(46,343)		(46,343)

Stock-based compensation expense	—		3,953		—		—		3,953
Exercise of stock options, net	1		2,076		—		—		2,077
Issuance of common stock	—		372		—		—		372
Purchase and retirement of common stock	(7)		(60,705)		—		—		(60,712)

Balances at June 30, 2022	$	134	$	520,741	$	361,753	$	(43,241)	$	839,387
Balances at December 31, 2020	$	100	$	273,390	$	252,952	$	12,747	$	539,189
Comprehensive income:
Net income, six months ended June 30, 2021	—		—		36,523		—		36,523
Other comprehensive income (loss)	—		—		—		(4,021)		(4,021)
Stock-based compensation expense	—		3,396		—		—		3,396
Exercise of stock options, net	—		1,225		—		—		1,225
Issuance of common stock	—		232		—		—		232
Purchase and retirement of common stock	(2)		(17,147)		—		—		(17,149)


Balances at June 30, 2021	$	98	$	261,096	$	289,475	$	8,726	$	559,395

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Cash Flows (Unaudited)


(In thousands)	Six Months Ended June 30,
	2022		2021
Cash Flows From Operating Activities:
Net income	$	48,149	$	36,523
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	11,804		5,204
Provision for credit losses	1,050		500
Increase in cash surrender value of life insurance	(1,701)		(1,086)
Stock-based compensation expense	3,953		3,396
Asset (gains) losses, net	(2,916)		(4,903)
Gain on sale of loans held for sale, net	(3,468)		(12,133)
Net change due to:
Proceeds from sale of loans held for sale	150,037		367,215
Origination of loans held for sale	(146,891)		(347,161)
Accrued interest receivable and other assets	8,112		(2,001)
Accrued interest payable and other liabilities	(18,787)		(2,539)
Net cash provided by (used in) operating activities	49,342		43,015
Cash Flows From Investing Activities:
Net (increase) decrease in loans	(359,145)		(30,451)
Net (increase) decrease in certificates of deposit in other banks	6,427		6,134
Purchases of securities AFS	(8,017)		(88,204)
Purchases of securities HTM	(56,479)		—
Proceeds from sales of securities AFS	3,400		—
Proceeds from calls and maturities of securities AFS	47,052		58,349
Proceed from calls and maturities of securities HTM	12,509		—
Purchases of other investments	(11,303)		(1,710)
Proceeds from sales of other investments	1,734		822

Proceeds from redemption of BOLI	117		—
Net (increase) decrease in premises and equipment	(6,173)		(3,694)
Net (increase) decrease in other real estate and other assets	9,836		1,165
Net cash (paid) received in branch sale	147,833		—

Net cash provided by (used in) investing activities	(212,209)		(57,589)
Cash Flows From Financing Activities:
Net increase (decrease) in deposits	(173,145)		28,813

Proceeds from long-term borrowings	—		5,000
Repayments of long-term borrowings	(20,000)		(14,000)
Purchase and retirement of common stock	(60,712)		(17,149)

Proceeds from issuance of common stock	372		232
Proceeds from exercise of stock options	2,077		1,225

Net cash provided by (used in) financing activities	(251,408)		4,121
Net increase (decrease) in cash and cash equivalents	(414,275)		(10,453)
Cash and cash equivalents:
Beginning	595,292		802,859
Ending *	$	181,017	$	792,406
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	11,367	$	6,436
Cash paid for taxes	19,610		19,416
Transfer of loans and bank premises to other real estate owned	432		302
Capitalized mortgage servicing rights	1,685		2,294

* There was no restricted cash in cash and cash equivalents at June 30, 2022, while cash and cash equivalents at June 30, 2021, included restricted cash of $1.9 million pledged as collateral on interest rate swaps. No reserve balance was required with the Federal Reserve Bank at either June 30, 2022 or June 30, 2021.

See accompanying notes to unaudited consolidated financial statements.

NICOLET BANKSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

General

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets, statements of income, comprehensive income (loss), changes in stockholders’ equity and cash flows of Nicolet Bankshares, Inc. (the “Company” or “Nicolet”) and its subsidiaries, as of and for the periods presented, and all such adjustments are of a normal recurring nature. All material intercompany transactions and balances have been eliminated. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted or abbreviated. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Critical Accounting Policies and Estimates

Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, the allowance for credit losses, valuation of loans in acquisition transactions, useful lives for depreciation and amortization, fair value of financial instruments, impairment calculations, valuation of deferred tax assets, uncertain income tax positions and contingencies. Estimates that are particularly susceptible to significant change for the Company include the determination of the allowance for credit losses, the determination and assessment of deferred tax assets and liabilities, and the valuation of loans acquired in acquisition transactions; therefore, these are critical accounting policies. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, changes in applicable banking or tax regulations, and changes to deferred tax estimates. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period presented.

There have been no material changes or developments with respect to the assumptions or methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Future Accounting Pronouncements

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures. This ASU eliminates the accounting guidance for TDRs by creditors, while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The ASU also requires public business entities to expand the vintage disclosures to include gross charge-offs by year of origination. The updated guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. Adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements; though, it will result in new disclosures of gross charge-offs by year of origination and on the types of loan modifications to borrowers experiencing financial difficulties. Current TDR disclosures will be also removed.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. It provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The updated guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company continues to work through the cessation of LIBOR, including the modification of its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Company expects to utilize the reference rate reform transition guidance, as applicable, and does not expect such adoption to have a material impact on its consolidated financial statements or financial disclosures. The Company will continue to assess the impact as the reference rate transition approaches June 30, 2023.

Reclassifications

Certain amounts in the 2021 consolidated financial statements have been reclassified to conform to the 2022 presentation. These reclassifications were not material and did not impact previously reported net income or comprehensive income.

Note 2 – Acquisitions

Completed Acquisitions:

County Bancorp, Inc. (“County”): On December 3, 2021, Nicolet completed its merger with County, pursuant to the Agreement and Plan of Merger dated June 22, 2021 (the “County Merger Agreement”), at which time County merged with and into Nicolet, and Investors Community Bank, the wholly owned bank subsidiary of County, was merged with and into Nicolet National Bank (the “Bank”), the wholly owned bank subsidiary of Nicolet.

Pursuant to the County Merger Agreement, each share of County common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive, at the election of the shareholder, either cash of $37.18 or 0.48 shares of Nicolet common stock, subject to proration procedures such that 1,237,000 shares of County common stock were exchanged for cash, and the remaining shares were exchanged for Nicolet common stock. As a result, Nicolet issued approximately 2.4 million shares of Nicolet common stock for stock consideration of $176 million and cash consideration of $48 million, or a total purchases price of $224 million. With the County merger, Nicolet became the premier agriculture lender throughout Wisconsin.

A summary of the assets acquired and liabilities assumed in the County transaction, as of the acquisition date, including the purchase price allocation was as follows.


(In millions, except share data)	Acquired from County		Fair Value Adjustments		Estimated Fair Value
Assets Acquired:
Cash and cash equivalents	$	20	$	—	$	20
Investment securities	301		(1)		300
Loans	1,015		(1)		1,014
ACL-Loans	(11)		8		(3)
Premises and equipment	21		(4)		17
BOLI	33		—		33
Core deposit intangible	—		7		7
Loan servicing rights	20		—		20
Other assets	6		(2)		4
Total assets	$	1,405	$	7	$	1,412
Liabilities Assumed:
Deposits	$	1,027	$	3	$	1,030
Borrowings	218		1		219
Other liabilities	8		—		8
Total liabilities	$	1,253	$	4	$	1,257
Net assets acquired					$	155
Purchase Price:
Nicolet common stock issued (in shares)					2,366,243
Value of Nicolet common stock consideration					$	176
Cash consideration paid					48
Total purchase price					$	224
Write-off prior investment in County					(1)
Goodwill					$	70

The Company purchased loans through the acquisition of County for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination (purchased credit deteriorated loans or “PCD” loans). The carrying amount of these loans at acquisition was as follows.


(In thousands)	December 3, 2021
Purchase price of PCD loans at acquisition	$	64,948
Allowance for credit losses on PCD loans at acquisition	3,262
Par value of PCD acquired loans at acquisition	$	68,210

The Company accounted for the County acquisition under the acquisition method of accounting, and thus, the financial position and results of operations of County prior to the consummation date were not included in the accompanying consolidated financial statements. The accounting required assets purchased and liabilities assumed to be recorded at their respective estimated fair values at the date of acquisition. The estimated fair value was determined with the assistance of third party valuations, appraisals, and third party advisors. Goodwill arising as a result of the County acquisition is not deductible for tax purposes.

Mackinac Financial Corporation (“Mackinac”): On September 3, 2021, Nicolet completed its merger with Mackinac, pursuant to the terms of the Agreement and Plan of Merger dated April 12, 2021 (the “Mackinac Merger Agreement”), at which time Mackinac merged with and into Nicolet, and mBank, the wholly owned bank subsidiary of Mackinac, was merged with and into the Bank.

Pursuant to the Mackinac Merger Agreement, Mackinac shareholders received fixed consideration of 0.22 shares of Nicolet common stock and $4.64 in cash for each share of Mackinac common stock owned, resulting in the issuance of approximately 2.3 million shares of Nicolet common stock for stock consideration of $180 million and cash consideration of $49 million, or a total purchase price of $229 million. The Mackinac merger expanded Nicolet prominently into Northern Michigan and the Upper Peninsula of Michigan, and added to Nicolet’s presence in upper northeastern Wisconsin.

A summary of the assets acquired and liabilities assumed in the Mackinac transaction, as of the acquisition date, including the purchase price allocation was as follows.


(In millions, except share data)	Acquired from Mackinac		Fair Value Adjustments		Estimated Fair Value
Assets Acquired:
Cash and cash equivalents	$	448	$	—	$	448
Investment securities	104		—		104
Loans	930		10		940
ACL-Loans	(6)		4		(2)
Premises and equipment	24		(3)		21
BOLI	16		—		16
Goodwill	20		(20)		—
Other intangibles	4		3		7
Other assets	25		(3)		22
Total assets	$	1,565	$	(9)	$	1,556
Liabilities Assumed:
Deposits	$	1,365	$	1	$	1,366
Borrowings	28		1		29
Other liabilities	13		1		14
Total liabilities	$	1,406	$	3	$	1,409
Net assets acquired					$	147
Purchase Price:
Nicolet common stock issued (in shares)					2,337,230
Value of Nicolet common stock consideration					$	180
Cash consideration paid					49
Total purchase price					$	229
Write-off prior investment in Mackinac					(2)
Goodwill					$	84

The Company purchased loans through the acquisition of Mackinac for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination (purchased credit deteriorated loans or “PCD” loans). The carrying amount of these loans at acquisition was as follows.


(In thousands)	September 3, 2021
Purchase price of PCD loans at acquisition	$	10,605
Allowance for credit losses on PCD loans at acquisition	1,896
Par value of PCD acquired loans at acquisition	$	12,501

The Company accounted for the Mackinac acquisition under the acquisition method of accounting, and thus, the financial position and results of operations of Mackinac prior to the consummation date were not included in the accompanying consolidated financial statements. The accounting required assets purchased and liabilities assumed to be recorded at their respective estimated fair values at the date of acquisition. The estimated fair value was determined with the assistance of third party valuations, appraisals, and third party advisors. Goodwill arising as a result of the Mackinac acquisition is not deductible for tax purposes.

Summary Unaudited Pro Forma Information: The following unaudited pro forma information is presented for illustrative purposes only, and gives effect to the acquisitions of County and Mackinac as if the acquisitions had occurred on January 1, 2021, the beginning of the earliest period presented. The pro forma information should not be relied upon as being indicative of the historical results of operations the companies would have had if the acquisitions had occurred before such periods or the future results of operations that the companies will experience as a result of the mergers. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related expenses, or other factors that may result as a consequence of the mergers and, accordingly, does not attempt to predict or suggest future results.


	Three Months Ended		Six Months Ended
(In thousands, except per share data)	June 30, 2021		June 30, 2021
Total revenue, net of interest expense	$	85,562	$	166,870
Net income	$	27,960	$	44,621
Diluted earnings per common share	$	1.86	$	2.96

Pending Acquisition:

Charter Bankshares, Inc. (“Charter”): On March 29, 2022, Nicolet entered into an Agreement and Plan of Merger with Charter (the “Charter Merger Agreement”) pursuant to which Charter will merge with and into Nicolet. Pursuant to the terms and subject to the conditions set forth in the Charter Merger Agreement, at the effective time of the merger, Charter shareholders will have the right to receive 15.458 shares of Nicolet common stock and $475 in cash for each share of Charter common stock. As a result, Nicolet expects to issue approximately 1.26 million shares of Nicolet common stock and $38.8 million in cash for the acquisition of Charter. At March 31, 2022, Charter had total assets of $1.1 billion. As of July 12, 2022, Nicolet received all regulatory approvals for the Charter merger. The merger is expected to close in the third quarter of 2022, subject to customary closing conditions.

Note 3 – Earnings per Common Share

Basic earnings per common share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income by the weighted average number of shares adjusted for the dilutive effect of common stock awards (outstanding stock options and unvested restricted stock), if any. Presented below are the calculations for basic and diluted earnings per common share.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2022		2021		2022		2021
Net income	$	23,985	$	18,284	$	48,149	$	36,523
Weighted average common shares outstanding	13,402		9,902		13,525		9,949
Effect of dilutive common stock awards	450		424		510		416
Diluted weighted average common shares outstanding	13,852		10,326		14,035		10,365
Basic earnings per common share*	$	1.79	$	1.85	$	3.56	$	3.67
Diluted earnings per common share*	$	1.73	$	1.77	$	3.43	$	3.52

*Cumulative quarterly per share performance may not equal annual per share totals due to the effects of the amount and timing of capital increases. When computing earnings per share for an interim period, the denominator is based on the weighted average shares outstanding during the interim period, and not on an annualized weighted average basis. Accordingly, the sum of the earnings per share data for the quarters will not necessarily equal the year to date earnings per share data.

For both the three and six months ended June 30, 2022 and June 30, 2021, options to purchase approximately 0.1 million shares are excluded from the calculation of diluted earnings per common share as the effect of their exercise would have been anti-dilutive.

Note 4 – Stock-Based Compensation

The Company may grant stock options and restricted stock under its stock-based compensation plans to certain officers, employees and directors. These plans are administered by a committee of the Board of Directors, and at June 30, 2022, approximately 0.8 million shares were available for grant under these stock-based compensation plans.

A Black-Scholes model is utilized to estimate the fair value of stock option grants, while the market price of the Company’s stock at the date of grant is used to estimate the fair value of restricted stock awards. The weighted average assumptions used in the Black-Scholes model for valuing stock option grants for the six months ended June 30, 2022 and 2021 were as follows.


	Six Months Ended June 30,
	2022			2021
Dividend yield	—		%	—		%
Expected volatility	30		%	30		%
Risk-free interest rate	1.77		%	1.16		%
Expected average life	7 years			7 years
Weighted average per share fair value of options	$	32.99		$	26.55

A summary of the Company’s stock option activity is summarized below.


Stock Options	Option Shares Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding - December 31, 2021	1,833,246	$	57.69
Granted	30,429	93.68
Exercise of stock options *	(65,411)	41.32
Forfeited	(8,100)	77.56
Outstanding - June 30, 2022	1,790,164	$	58.81	6.2	$	27,369
Exercisable - June 30, 2022	1,207,235	$	50.84	5.1	$	26,444

* The terms of the stock option agreements permit having a number of shares of stock withheld, the fair market value of which as of the date of exercise is sufficient to satisfy the exercise price and/or tax withholding requirements. For the six months ended June 30, 2022, 6,073 such shares were withheld by the Company.

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock options. The intrinsic value of options exercised for the six months ended June 30, 2022 and 2021 was approximately $3.3 million and $1.5 million, respectively.

A summary of the Company’s restricted stock activity is summarized below.


Restricted Stock	Weighted Average Grant Date Fair Value		Restricted Shares Outstanding
Outstanding - December 31, 2021	$	71.42	25,801
Granted	77.06		8,424
Vested *	71.63		(12,449)
Forfeited	56.01		(600)
Outstanding - June 30, 2022	$	73.98	21,176

* The terms of the restricted stock agreements permit the surrender of shares to the Company upon vesting in order to satisfy applicable tax withholding requirements at the minimum statutory withholding rate, and accordingly, 393 shares were surrendered during the six months ended June 30, 2022.

The Company recognized approximately $3.3 million and $2.7 million of stock-based compensation expense (included in personnel on the consolidated statements of income) for the six months ended June 30, 2022 and 2021, respectively, associated with its common stock awards granted to officers and employees. In addition, during the six months ended June 30, 2022, the Company recognized approximately $0.6 million of director expense (included in other expense on the consolidated statements of income) for restricted stock grants totaling 8,424 shares with immediate vesting to directors, while during first half 2021, the Company recognized approximately $0.7 million of director expense for restricted stock grants totaling 8,562 shares with immediate vesting to directors, in each case representing the annual stock retainer fee paid to external board members for that year. As of June 30, 2022, there was approximately $14.2 million of unrecognized compensation cost related to equity award grants. The cost is expected to be recognized over the remaining vesting period of approximately four years. The Company

recognized a tax benefit of approximately $0.4 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively, for the tax impact of stock option exercises and vesting of restricted stock.

Note 5 – Securities and Other Investments

Securities

Securities are classified as AFS or HTM on the consolidated balance sheets at the time of purchase. AFS securities include those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity, and are carried at fair value on the consolidated balance sheets. HTM securities include those securities which the Company has both the positive intent and ability to hold to maturity, and are carried at amortized cost on the consolidated balance sheets. Premiums and discounts on investment securities are amortized or accreted into interest income over the estimated life of the related securities using the effective interest method.

The amortized cost and fair value of securities AFS and HTM are summarized as follows.


	June 30, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Fair Value as % of Total
Securities AFS:
U.S. government agency securities	$	191,976	$	—	$	8,127	$	183,849	23	%
State, county and municipals	298,822		38		27,358		271,502		33	%
Mortgage-backed securities	246,198		2		19,952		226,248		28	%
Corporate debt securities	135,486		65		3,902		131,649		16	%
Total securities AFS	$	872,482	$	105	$	59,339	$	813,248	100	%
Securities HTM:
U.S. government agency securities	$	507,766	$	25	$	30,348	$	477,443	74	%
State, county and municipals	44,230		4		2,541		41,693		6	%
Mortgage-backed securities	143,816		—		12,719		131,097		20	%

Total securities HTM	$	695,812	$	29	$	45,608	$	650,233	100	%


	December 31, 2021
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Fair Value as % of Total
Securities AFS:
U.S. government agency securities	$	192,506	$	6	$	1,235	$	191,277	21	%
State, county and municipals	311,717		3,222		2,202		312,737		34	%
Mortgage-backed securities	270,017		3,090		1,845		271,262		29	%
Corporate debt securities	143,172		3,459		246		146,385		16	%
Total securities AFS	$	917,412	$	9,777	$	5,528	$	921,661	100	%
Securities HTM:
U.S. government agency securities	$	508,810	$	—	$	2,740	$	506,070	78	%
State, county and municipals	42,876		10		173		42,713		7	%
Mortgage-backed securities	100,117		89		595		99,611		15	%
Total securities HTM	$	651,803	$	99	$	3,508	$	648,394	100	%

All mortgage-backed securities included in the tables above were issued by U.S. government agencies and corporations. Investment securities with a carrying value of $781 million and $277 million, as of June 30, 2022 and December 31, 2021, respectively, were pledged as collateral to secure public deposits, as applicable, and for liquidity or other purposes as required by regulation. Accrued interest on investment securities totaled $5 million at both June 30, 2022 and December 31, 2021, respectively, and is included in accrued interest receivable and other assets on the consolidated balance sheets.

The following table presents gross unrealized losses and the related estimated fair value of investment securities for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time individual securities have been in a continuous unrealized loss position.


	June 30, 2022
	Less than 12 months				12 months or more				Total
($ in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities
Securities AFS:
U.S. government agency securities	$	183,739	$	8,127	$	—	$	—	$	183,739	$	8,127	12
State, county and municipals	231,716		22,805		25,953		4,553		257,669		27,358		403
Mortgage-backed securities	204,256		16,398		21,567		3,554		225,823		19,952		370
Corporate debt securities	101,597		3,902		—		—		101,597		3,902		63
Total	$	721,308	$	51,232	$	47,520	$	8,107	$	768,828	$	59,339	848
Securities HTM:
U.S. government agency securities	$	466,941	$	30,348	$	—	$	—	$	466,941	$	30,348	6
State, county and municipals	34,537		2,541		—		—		34,537		2,541		60
Mortgage-backed securities	131,053		12,719		—		—		131,053		12,719		110

Total	$	632,531	$	45,608	$	—	$	—	$	632,531	$	45,608	176


	December 31, 2021
	Less than 12 months				12 months or more				Total
($ in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities
Securities AFS:
U.S. government agency securities	$	190,432	$	1,235	$	—	$	—	$	190,432	$	1,235	11
State, county and municipals	103,950		2,119		1,777		83		105,727		2,202		132
Mortgage-backed securities	137,561		1,616		6,068		229		143,629		1,845		159
Corporate debt securities	23,267		246		—		—		23,267		246		13
Total	$	455,210	$	5,216	$	7,845	$	312	$	463,055	$	5,528	315
Securities HTM:
U.S. government agency securities	$	505,938	$	2,740	$	—	$	—	$	505,938	$	2,740	9
State, county and municipals	30,898		173		—		—		30,898		173		46
Mortgage-backed securities	69,333		595		—		—		69,333		595		72
Total	$	606,169	$	3,508	$	—	$	—	$	606,169	$	3,508	127

Quarterly, the Company evaluates securities AFS in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. In making this evaluation, management considers the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. As of June 30, 2022 and December 31, 2021, no allowance for credit losses on securities AFS was recognized. The Company does not consider its securities AFS with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a result of changes in noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. Furthermore, the Company does not have the intent to sell any of these securities AFS and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost.

The Company also evaluates securities HTM quarterly to determine whether an allowance for credit losses is necessary. In making this determination, management considers the facts and circumstances of the underlying investment securities. The U.S. government agency securities include U.S. Treasury Notes which are guaranteed by the U.S. government. For the state, county and municipal securities, management considers issuer bond ratings, historical loss rates by bond ratings, whether issuers continue to make timely principal and interest payments per the contractual terms of the investment securities, internal forecasts, and whether or not such investment securities provide insurance, other credit enhancement, or are pre-refunded by the issuers. For the mortgage-backed securities, all such securities were issued by U.S. government agencies and corporations,

which are currently explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. Therefore, management determined no allowance for credit losses was necessary for the securities HTM.

The amortized cost and fair value of investment securities by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; as this is particularly inherent in mortgage-backed securities, these securities are not included in the maturity categories below.


As of June 30, 2022	Securities AFS				Securities HTM
(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in less than one year	$	106,281	$	105,073	$	6,626	$	6,616
Due in one year through five years	251,475		242,694		507,447		476,632
Due after five years through ten years	192,260		173,265		32,711		30,751
Due after ten years	76,268		65,968		5,212		5,137
	626,284		587,000		551,996		519,136
Mortgage-backed securities	246,198		226,248		143,816		131,097
Total investment securities	$	872,482	$	813,248	$	695,812	$	650,233

Proceeds and realized gains or losses from the sale of AFS securities were as follows.


	Six Months Ended June 30,
(in thousands)	2022		2021
Gross gains	$	20	$	—
Gross losses	(5)		—
Gains (losses) on sales of securities AFS, net	$	15	$	—
Proceeds from sales of securities AFS	$	3,400	$	—

Other Investments

Other investments include “restricted” equity securities, equity securities with readily determinable fair values, and private company securities. As a member of the Federal Reserve Bank System and the Federal Home Loan Bank (“FHLB”) System, Nicolet is required to maintain an investment in the capital stock of these entities. These equity securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other exchange traded equity securities. As no ready market exists for these stocks, and they have no quoted market value, these investments are carried at cost. Also included are investments in other private companies that do not have quoted market prices, which are carried at cost less impairment charges, if any. The carrying value of other investments are summarized as follows.


	June 30, 2022		December 31, 2021
(in thousands)	Amount		Amount
Federal Reserve Bank stock	$	29,024	$	20,973
Federal Home Loan Bank (“FHLB”) stock	9,771		10,545
Equity securities with readily determinable fair values	4,793		5,660
Other investments	9,681		6,830
Total other investments	$	53,269	$	44,008

Note 6 – Loans, Allowance for Credit Losses - Loans, and Credit Quality

The loan composition is summarized as follows.


	June 30, 2022					December 31, 2021
(in thousands)	Amount			% of Total		Amount			% of Total
Commercial & industrial	$	1,118,360		23	%	$	1,042,256		23	%
Owner-occupied commercial real estate (“CRE”)	790,680			16		787,189			17
Agricultural	967,192			19		794,728			17
CRE investment	818,562			16		818,061			18
Construction & land development	228,575			5		213,035			5
Residential construction	69,423			1		70,353			1
Residential first mortgage	785,591			16		713,983			15
Residential junior mortgage	148,732			3		131,424			3
Retail & other	51,539			1		50,807			1
Loans	4,978,654			100	%	4,621,836			100	%
Less allowance for credit losses - Loans (“ACL-Loans”)	50,655					49,672
Loans, net	$	4,927,999				$	4,572,164
Allowance for credit losses - Loans to loans	1.02		%			1.07		%

Commercial and industrial loans included $1 million and $25 million of PPP loans at June 30, 2022 and December 31, 2021, respectively. Accrued interest on loans totaled $11 million at both June 30, 2022 and December 31, 2021, and is included in accrued interest receivable and other assets on the consolidated balance sheets.

Allowance for Credit Losses - Loans:

The majority of the Company’s loans, commitments, and letters of credit have been granted to customers in the Company’s market area. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of underlying collateral, if any.

A roll forward of the allowance for credit losses - loans is summarized as follows.


	Three Months Ended				Six Months Ended				Year Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		December 31, 2021
Beginning balance	$	49,906	$	32,626	$	49,672	$	32,173	$	32,173
ACL on PCD loans acquired	—		—		—		—		5,159
Provision for credit losses	600		—		900		500		12,500
Charge-offs	(42)		(235)		(142)		(329)		(513)
Recoveries	191		170		225		217		353
Net (charge-offs) recoveries	149		(65)		83		(112)		(160)
Ending balance	$	50,655	$	32,561	$	50,655	$	32,561	$	49,672

The following tables present the balance and activity in the ACL-Loans by portfolio segment.


	Six Months Ended June 30, 2022
(in thousands)	Commercial & industrial			Owner- occupied CRE			Agricultural			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
ACL-Loans *
Beginning balance	$	12,613		$	7,222		$	9,547		$	8,462		$	1,812		$	900		$	6,844		$	1,340		$	932		$	49,672
ACL on PCD loans	—			—			—			—			—			—			—			—			—			—
Provision	1,048			(261)			505			(416)			(59)			6			(291)			186			182			900
Charge-offs	—			(36)			—			—			—			—			—			—			(106)			(142)
Recoveries	30			—			—			169			—			—			5			1			20			225
Net (charge-offs) recoveries	30			(36)			—			169			—			—			5			1			(86)			83
Ending balance	$	13,691		$	6,925		$	10,052		$	8,215		$	1,753		$	906		$	6,558		$	1,527		$	1,028		$	50,655
As % of ACL-Loans	27		%	14		%	20		%	16		%	3		%	2		%	13		%	3		%	2		%	100		%

*The PPP loans are fully guaranteed by the SBA; thus, no ACL-Loans has been allocated to these loans.


	Year Ended December 31, 2021
(in thousands)	Commercial & industrial			Owner- occupied CRE			Agricultural			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
ACL-Loans *
Beginning balance	$	11,644		$	5,872		$	1,395		$	5,441		$	984		$	421		$	4,773		$	1,086		$	557		$	32,173
ACL on PCD loans	723			1,045			2,585			415			103			—			272			13			3			5,159
Provision	196			305			5,615			2,608			725			479			1,892			237			443			12,500
Charge-offs	(242)			—			(48)			(4)			—			—			(113)			—			(106)			(513)
Recoveries	292			—			—			2			—			—			20			4			35			353
Net (charge-offs) recoveries	50			—			(48)			(2)			—			—			(93)			4			(71)			(160)
Ending balance	$	12,613		$	7,222		$	9,547		$	8,462		$	1,812		$	900		$	6,844		$	1,340		$	932		$	49,672
As % of ACL-Loans	25		%	14		%	19		%	17		%	4		%	2		%	14		%	3		%	2		%	100		%

The ACL-Loans represents management’s estimate of expected credit losses in the Company’s loan portfolio at the balance sheet date. To assess the appropriateness of the ACL-Loans, management applies an allocation methodology which focuses on evaluation of qualitative and environmental factors, including but not limited to: (i) evaluation of facts and issues related to specific loans; (ii) management’s ongoing review and grading of the loan portfolio; (iii) consideration of historical loan loss and delinquency experience on each portfolio segment; (iv) trends in past due and nonperforming loans; (v) the risk characteristics of the various loan segments; (vi) changes in the size and character of the loan portfolio; (vii) concentrations of loans to specific borrowers or industries; (viii) existing economic conditions; (ix) the fair value of underlying collateral; and (x) other qualitative and quantitative factors which could affect expected credit losses. Assessing these numerous factors involves significant judgment.

Management allocates the ACL-Loans by pools of risk within each loan portfolio segment. The allocation methodology consists of the following components. First, a specific reserve is established for individually evaluated credit-deteriorated loans, which management defines as nonaccrual credit relationships over $250,000, collateral dependent loans, purchased credit deteriorated loans, and other loans with evidence of credit deterioration. The specific reserve in the ACL-Loans for these credit deteriorated loans is equal to the aggregate collateral or discounted cash flow shortfall. Management allocates the ACL-Loans with historical loss rates by loan segment. The loss factors are measured on a quarterly basis and applied to each loan segment based on current loan balances and projected for their expected remaining life. Next, management allocates the ACL-Loans using the qualitative factors mentioned above. Consideration is given to those current qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the historical loss experience of each loan segment. Lastly, management considers reasonable and supportable forecasts to assess the collectability of future cash flows.

Allowance for Credit Losses-Unfunded Commitments:

In addition to the ACL-Loans, the Company has established an ACL-Unfunded commitments, classified in accrued interest payable and other liabilities on the consolidated balance sheets. This reserve is maintained at a level that management believes is sufficient to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans. The reserve for unfunded commitments was $2.6 million at June 30, 2022 and $2.4 million at December 31, 2021.

Provision for Credit Losses:

The provision for credit losses is determined by the Company as the amount to be added to the ACL loss accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management’s judgment, is necessary to absorb expected credit losses over the lives of the respective financial instruments. See Note 5 for additional information regarding the ACL related to investment securities. The following table presents the components of the provision for credit losses.


	Three Months Ended				Six Months Ended				Year Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		December 31, 2021
Provision for credit losses on:
Loans	$	600	$	—	$	900	$	500	$	12,500
Unfunded Commitments	150		—		150		—		2,400
Investment securities	—		—		—		—		—
Total	$	750	$	—	$	1,050	$	500	$	14,900

Collateral Dependent Loans:

A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. For collateral dependent loans, expected credit losses are based on the estimated fair value of the collateral at the balance sheet date, with consideration for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The following tables present collateral dependent loans by portfolio segment and collateral type, including those loans with and without a related allowance allocation.


June 30, 2022	Collateral Type
(in thousands)	Real Estate		Other Business Assets		Total		Without an Allowance		With an Allowance		Allowance Allocation
Commercial & industrial	$	—	$	2,196	$	2,196	$	1,425	$	771	$	197
Owner-occupied CRE	6,562		—		6,562		4,489		2,073		403
Agricultural	14,236		6,522		20,758		14,604		6,154		309
CRE investment	2,265		—		2,265		419		1,846		289
Construction & land development	1,009		—		1,009		1,009		—		—
Residential construction	—		—		—		—		—		—
Residential first mortgage	—		—		—		—		—		—
Residential junior mortgage	—		—		—		—		—		—
Retail & other	—		—		—		—		—		—
Total loans	$	24,072	$	8,718	$	32,790	$	21,946	$	10,844	$	1,198


December 31, 2021	Collateral Type
(in thousands)	Real Estate		Other Business Assets		Total		Without an Allowance		With an Allowance		Allowance Allocation
Commercial & industrial	$	—	$	2,296	$	2,296	$	1,842	$	454	$	258
Owner-occupied CRE	3,537		—		3,537		1,315		2,222		552
Agricultural	19,637		8,518		28,155		25,310		2,845		841
CRE investment	3,000		—		3,000		1,684		1,316		407
Construction & land development	1,038		—		1,038		655		383		211
Residential construction	—		—		—		—		—		—
Residential first mortgage	473		—		473		473		—		—
Residential junior mortgage	—		—		—		—		—		—
Retail & other	—		—		—		—		—		—
Total loans	$	27,685	$	10,814	$	38,499	$	31,279	$	7,220	$	2,269

Past Due and Nonaccrual Loans:

The following tables present past due loans by portfolio segment.


	June 30, 2022
(in thousands)	30-89 Days Past Due (accruing)			90 Days & Over or nonaccrual			Current			Total
Commercial & industrial	$	2,114		$	1,784		$	1,114,462		$	1,118,360
Owner-occupied CRE	165			5,183			785,332			790,680
Agricultural	129			21,054			946,009			967,192
CRE investment	287			3,617			814,658			818,562
Construction & land development	—			1,044			227,531			228,575
Residential construction	994			—			68,429			69,423
Residential first mortgage	1,427			3,580			780,584			785,591
Residential junior mortgage	126			221			148,385			148,732
Retail & other	146			97			51,296			51,539
Total loans	$	5,388		$	36,580		$	4,936,686		$	4,978,654
Percent of total loans	0.1		%	0.7		%	99.2		%	100.0		%


	December 31, 2021
(in thousands)	30-89 Days Past Due (accruing)			90 Days & Over or nonaccrual			Current			Total
Commercial & industrial	$	94		$	1,908		$	1,040,254		$	1,042,256
Owner-occupied CRE	—			4,220			782,969			787,189
Agricultural	108			28,367			766,253			794,728
CRE investment	114			4,119			813,828			818,061
Construction & land development	—			1,071			211,964			213,035
Residential construction	246			—			70,107			70,353
Residential first mortgage	2,592			4,132			707,259			713,983
Residential junior mortgage	23			243			131,158			131,424
Retail & other	115			94			50,598			50,807
Total loans	$	3,292		$	44,154		$	4,574,390		$	4,621,836
Percent of total loans	0.1		%	0.9		%	99.0		%	100.0		%

The following table presents nonaccrual loans by portfolio segment.


	June 30, 2022					December 31, 2021
(in thousands)	Nonaccrual Loans			% of Total		Nonaccrual Loans			% of Total
Commercial & industrial	$	1,784		5	%	$	1,908		4	%
Owner-occupied CRE	5,183			14		4,220			10
Agricultural	21,054			58		28,367			64
CRE investment	3,617			10		4,119			9
Construction & land development	1,044			2		1,071			3
Residential construction	—			—		—			—
Residential first mortgage	3,580			10		4,132			9
Residential junior mortgage	221			1		243			1
Retail & other	97			—		94			—
Nonaccrual loans	$	36,580		100	%	$	44,154		100	%
Percent of total loans	0.7		%			0.9		%

Credit Quality Information:

The following tables present total loans by risk categories and year of origination. Loans acquired from Mackinac and County have been included in the June 30, 2022 and December 31, 2021 tables based upon the actual origination date.


June 30, 2022	Amortized Cost Basis by Origination Year
(in thousands)	2022		2021		2020		2019		2018		Prior		Revolving		Revolving to Term		TOTAL
Commercial & industrial
Grades 1-4	$	150,560	$	235,065	$	115,457	$	85,568	$	55,138	$	86,868	$	331,520	$	—	$	1,060,176
Grade 5	5,978		4,207		10,982		2,421		711		4,507		19,006		—		47,812
Grade 6	167		1,095		121		577		466		399		514		—		3,339
Grade 7	48		28		3,409		625		658		1,214		1,051		—		7,033
Total	$	156,753	$	240,395	$	129,969	$	89,191	$	56,973	$	92,988	$	352,091	$	—	$	1,118,360
Owner-occupied CRE
Grades 1-4	$	78,180	$	154,736	$	90,071	$	92,236	$	82,271	$	240,560	$	7,573	$	—	$	745,627
Grade 5	822		4,977		2,225		5,709		2,962		11,048		14		—		27,757
Grade 6	—		—		—		1,832		683		283		—		—		2,798
Grade 7	—		—		6,299		161		—		8,038		—		—		14,498
Total	$	79,002	$	159,713	$	98,595	$	99,938	$	85,916	$	259,929	$	7,587	$	—	$	790,680
Agricultural
Grades 1-4	$	166,648	$	154,216	$	96,285	$	28,045	$	20,248	$	148,562	$	198,551	$	—	$	812,555
Grade 5	2,268		15,504		3,951		2,115		775		52,536		20,284		—		97,433
Grade 6	—		329		33		34		—		3,291		337		—		4,024
Grade 7	6,935		4,364		1,634		2,350		3,794		23,126		10,977		—		53,180
Total	$	175,851	$	174,413	$	101,903	$	32,544	$	24,817	$	227,515	$	230,149	$	—	$	967,192
CRE investment
Grades 1-4	$	88,371	$	172,181	$	133,305	$	113,059	$	50,947	$	215,573	$	10,035	$	—	$	783,471
Grade 5	276		4,359		2,554		2,144		449		17,477		—		—		27,259
Grade 6	—		—		—		1,203		1,097		1,445		206		—		3,951
Grade 7	—		—		—		75		138		3,447		221		—		3,881
Total	$	88,647	$	176,540	$	135,859	$	116,481	$	52,631	$	237,942	$	10,462	$	—	$	818,562
Construction & land development
Grades 1-4	$	42,613	$	91,176	$	43,458	$	9,649	$	11,607	$	12,645	$	13,434	$	—	$	224,582
Grade 5	—		1,566		—		516		843		24		—		—		2,949
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		—		—		—		1,044		—		—		1,044
Total	$	42,613	$	92,742	$	43,458	$	10,165	$	12,450	$	13,713	$	13,434	$	—	$	228,575
Residential construction
Grades 1-4	$	24,350	$	41,888	$	1,252	$	150	$	340	$	1,043	$	400	$	—	$	69,423
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		—		—		—		—		—		—		—
Total	$	24,350	$	41,888	$	1,252	$	150	$	340	$	1,043	$	400	$	—	$	69,423
Residential first mortgage
Grades 1-4	$	152,844	$	236,331	$	135,176	$	70,033	$	25,878	$	155,087	$	1,378	$	4	$	776,731
Grade 5	—		706		519		1,950		—		776		—		—		3,951
Grade 6	—		—		—		729		—		—		—		—		729
Grade 7	—		—		290		353		218		3,319		—		—		4,180
Total	$	152,844	$	237,037	$	135,985	$	73,065	$	26,096	$	159,182	$	1,378	$	4	$	785,591
Residential junior mortgage
Grades 1-4	$	3,720	$	3,861	$	4,980	$	2,057	$	1,769	$	2,874	$	125,271	$	3,951	$	148,483
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		—		28		—		79		142		—		249
Total	$	3,720	$	3,861	$	4,980	$	2,085	$	1,769	$	2,953	$	125,413	$	3,951	$	148,732
Retail & other
Grades 1-4	$	6,572	$	9,676	$	5,085	$	3,855	$	1,265	$	24,174	$	804	$	—	$	51,431
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		11		2		37		58		—		—		108
Total	$	6,572	$	9,676	$	5,096	$	3,857	$	1,302	$	24,232	$	804	$	—	$	51,539

Total loans	$	730,352	$	1,136,265	$	657,097	$	427,476	$	262,294	$	1,019,497	$	741,718	$	3,955	$	4,978,654


December 31, 2021	Amortized Cost Basis by Origination Year
(in thousands)	2021		2020		2019		2018		2017		Prior		Revolving		Revolving to Term		TOTAL
Commercial & industrial
Grades 1-4	$	282,369	$	146,131	$	99,702	$	69,478	$	50,557	$	71,247	$	288,115	$	—	$	1,007,599
Grade 5	1,685		1,905		4,369		5,809		4,860		2,097		8,408		—		29,133
Grade 6	598		54		16		687		67		91		391		—		1,904
Grade 7	—		440		692		337		976		743		432		—		3,620
Total	$	284,652	$	148,530	$	104,779	$	76,311	$	56,460	$	74,178	$	297,346	$	—	$	1,042,256
Owner-occupied CRE
Grades 1-4	$	154,578	$	94,300	$	105,226	$	92,128	$	75,583	$	202,816	$	6,945	$	—	$	731,576
Grade 5	7,753		3,019		6,529		2,543		2,515		13,905		656		—		36,920
Grade 6	—		—		1,642		—		20		805		—		—		2,467
Grade 7	—		3,124		1,914		—		3,526		6,672		990		—		16,226
Total	$	162,331	$	100,443	$	115,311	$	94,671	$	81,644	$	224,198	$	8,591	$	—	$	787,189
Agricultural
Grades 1-4	$	128,404	$	87,844	$	28,416	$	22,887	$	36,298	$	86,104	$	235,743	$	—	$	625,696
Grade 5	14,796		4,183		2,391		915		3,912		48,373		26,778		—		101,348
Grade 6	38		38		36		—		86		1,049		85		—		1,332
Grade 7	3,284		3,971		3,490		4,201		7,215		31,672		12,519		—		66,352
Total	$	146,522	$	96,036	$	34,333	$	28,003	$	47,511	$	167,198	$	275,125	$	—	$	794,728
CRE investment
Grades 1-4	$	192,274	$	139,127	$	136,306	$	56,148	$	65,026	$	162,991	$	11,289	$	—	$	763,161
Grade 5	11,081		3,001		6,497		3,945		6,726		17,527		—		—		48,777
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		456		141		1,352		3,943		231		—		6,123
Total	$	203,355	$	142,128	$	143,259	$	60,234	$	73,104	$	184,461	$	11,520	$	—	$	818,061
Construction & land development
Grades 1-4	$	81,891	$	72,415	$	12,547	$	19,511	$	1,184	$	11,274	$	10,943	$	—	$	209,765
Grade 5	640		—		521		919		—		119		—		—		2,199
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		—		—		17		1,054		—		—		1,071
Total	$	82,531	$	72,415	$	13,068	$	20,430	$	1,201	$	12,447	$	10,943	$	—	$	213,035
Residential construction
Grades 1-4	$	58,352	$	9,998	$	155	$	344	$	1,072	$	380	$	—	$	—	$	70,301
Grade 5	—		—		52		—		—		—		—		—		52
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		—		—		—		—		—		—		—
Total	$	58,352	$	9,998	$	207	$	344	$	1,072	$	380	$	—	$	—	$	70,353
Residential first mortgage
Grades 1-4	$	256,082	$	152,932	$	168,705	$	22,568	$	20,147	$	82,479	$	1,840	$	4	$	704,757
Grade 5	713		529		3,094		—		—		1,508		—		—		5,844
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		560		225		73		2,524		—		—		3,382
Total	$	256,795	$	153,461	$	172,359	$	22,793	$	20,220	$	86,511	$	1,840	$	4	$	713,983
Residential junior mortgage
Grades 1-4	$	3,194	$	3,139	$	3,021	$	1,501	$	512	$	1,969	$	115,817	$	1,426	$	130,579
Grade 5	—		—		29		—		—		—		439		—		468
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		—		172		—		23		44		138		—		377
Total	$	3,194	$	3,139	$	3,222	$	1,501	$	535	$	2,013	$	116,394	$	1,426	$	131,424
Retail & other
Grades 1-4	$	13,676	$	6,886	$	5,826	$	2,053	$	1,882	$	20,102	$	275	$	—	$	50,700
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7	—		24		2		19		—		62		—		—		107
Total	$	13,676	$	6,910	$	5,828	$	2,072	$	1,882	$	20,164	$	275	$	—	$	50,807

Total loans	$	1,211,408	$	733,060	$	592,366	$	306,359	$	283,629	$	771,550	$	722,034	$	1,430	$	4,621,836

The following tables present total loans by risk categories.


	June 30, 2022
(in thousands)	Grades 1- 4			Grade 5			Grade 6			Grade 7			Total
Commercial & industrial	$	1,060,176		$	47,812		$	3,339		$	7,033		$	1,118,360
Owner-occupied CRE	745,627			27,757			2,798			14,498			790,680
Agricultural	812,555			97,433			4,024			53,180			967,192
CRE investment	783,471			27,259			3,951			3,881			818,562
Construction & land development	224,582			2,949			—			1,044			228,575
Residential construction	69,423			—			—			—			69,423
Residential first mortgage	776,731			3,951			729			4,180			785,591
Residential junior mortgage	148,483			—			—			249			148,732
Retail & other	51,431			—			—			108			51,539
Total loans	$	4,672,479		$	207,161		$	14,841		$	84,173		$	4,978,654
Percent of total	93.8		%	4.2		%	0.3		%	1.7		%	100.0		%


	December 31, 2021
(in thousands)	Grades 1- 4			Grade 5			Grade 6			Grade 7			Total
Commercial & industrial	$	1,007,599		$	29,133		$	1,904		$	3,620		$	1,042,256
Owner-occupied CRE	731,576			36,920			2,467			16,226			787,189
Agricultural	625,696			101,348			1,332			66,352			794,728
CRE investment	763,161			48,777			—			6,123			818,061
Construction & land development	209,765			2,199			—			1,071			213,035
Residential construction	70,301			52			—			—			70,353
Residential first mortgage	704,757			5,844			—			3,382			713,983
Residential junior mortgage	130,579			468			—			377			131,424
Retail & other	50,700			—			—			107			50,807
Total loans	$	4,294,134		$	224,741		$	5,703		$	97,258		$	4,621,836
Percent of total	92.9		%	4.9		%	0.1		%	2.1		%	100.0		%

An internal loan review function rates loans using a grading system based on different risk categories. Loans with a Substandard grade are considered to have a greater risk of loss and may be assigned allocations for loss based on specific review of the weaknesses observed in the individual credits. Such loans are monitored by the loan review function to help ensure early identification of any deterioration. A description of the loan risk categories used by the Company follows.

Grades 1-4, Pass: Credits exhibit adequate cash flows, appropriate management and financial ratios within industry norms and/or are supported by sufficient collateral. Some credits in these rating categories may require a need for monitoring but elements of concern are not severe enough to warrant an elevated rating.

Grade 5, Watch: Credits with this rating are adequately secured and performing but are being monitored due to the presence of various short-term weaknesses which may include unexpected, short-term adverse financial performance, managerial problems, potential impact of a decline in the entire industry or local economy and delinquency issues. Loans to individuals or loans supported by guarantors with marginal net worth or collateral may be included in this rating category.

Grade 6, Special Mention: Credits with this rating have potential weaknesses that, without the Company’s attention and correction may result in deterioration of repayment prospects. These assets are considered Criticized Assets. Potential weaknesses may include adverse financial trends for the borrower or industry, repeated lack of compliance with Company requests, increasing debt to net worth, serious management conditions and decreasing cash flow.

Grade 7, Substandard: Assets with this rating are characterized by the distinct possibility the Company will sustain some loss if deficiencies are not corrected. All foreclosures, liquidations, and nonaccrual loans are considered to be categorized in this rating, regardless of collateral sufficiency.

Troubled Debt Restructurings:

Loans are considered troubled debt restructurings if concessions have been granted to borrowers who are experiencing financial difficulties. The following table presents the loan composition of nonaccrual and performing TDRs.


	June 30, 2022						December 31, 2021
(in thousands)	Performing		Nonaccrual		Total		Performing		Nonaccrual		Total
Commercial & industrial	$	—	$	194	$	194	$	—	$	197	$	197
Owner-occupied CRE	1,710		2,770		4,480		3,466		2,888		6,354
Agricultural	—		14,525		14,525		—		16,835		16,835
CRE investment	—		—		—		918		—		918
Construction & land development	—		308		308		—		308		308
Residential first mortgage	—		14		14		913		15		928
Residential junior mortgage	—		—		—		146		—		146
Total	$	1,710	$	17,811	$	19,521	$	5,443	$	20,243	$	25,686

The following table presents the number of loans modified in a TDR, pre-modification loan balance, and post-modification loan balance by loan composition.


	June 30, 2022					December 31, 2021
($ in thousands)	Number of Loans	Pre-Modification Balance		Current Balance		Number of Loans	Pre-Modification Balance		Current Balance
Commercial & industrial	2	$	200	$	194	2	$	200	$	197
Owner-occupied CRE	5	5,138		4,480		6	6,913		6,354
Agricultural	26	16,237		14,525		31	17,228		16,835
CRE investment	—	—		—		1	919		918
Construction & land development	1	533		308		1	533		308
Residential first mortgage	1	17		14		2	931		928
Residential junior mortgage	—	—		—		1	166		146
Total	35	$	22,125	$	19,521	44	$	26,890	$	25,686

TDR concessions may include payment schedule modifications, interest rate concessions, maturity date extensions, bankruptcies, or some combination of these concessions. There were no loans which were classified as troubled debt restructurings during the previous twelve months that subsequently defaulted during 2021 or through June 30, 2022. As of June 30, 2022, there were no commitments to lend additional funds to debtors whose terms have been modified in troubled debt restructurings.

Note 7 – Goodwill and Other Intangibles and Servicing Rights

Management periodically reviews the carrying value of its intangible assets to determine if any impairment has occurred, in which case an impairment charge would be recorded as an expense in the period of impairment, or whether changes in circumstances have occurred that would require a revision to the remaining useful life that would affect expense prospectively. In making such determination, management evaluates whether there are any adverse qualitative factors indicating that an impairment may exist, as well as the performance, on an undiscounted basis, of the underlying operations or assets which give rise to the intangible. Management regularly monitors economic factors for potential impairment indications on the value of our franchise, stability of deposits, and the wealth client base, underlying our goodwill, core deposit intangible, and customer list intangibles, and determined no impairments were indicated. A summary of goodwill and other intangibles was as follows.



(in thousands)	June 30, 2022		December 31, 2021
Goodwill	$	317,189	$	317,189
Core deposit intangibles	16,928		19,445
Customer list intangibles	2,604		2,858
Other intangibles	19,532		22,303
Goodwill and other intangibles, net	$	336,721	$	339,492

Goodwill: A summary of goodwill was as follows. During 2021, goodwill increased due to the acquisitions of Mackinac and County. See Note 2 for additional information on the Company’s acquisitions.


	Six Months Ended		Year Ended
(in thousands)	June 30, 2022		December 31, 2021
Goodwill:
Goodwill at beginning of year	$	317,189	$	163,151
Acquisitions	—		154,038

Goodwill at end of period	$	317,189	$	317,189

Other intangible assets: Other intangible assets, consisting of core deposit intangibles and customer list intangibles, are amortized over their estimated finite lives. A summary of other intangible assets was as follows. During 2021, core deposit intangibles increased due to the acquisitions of Mackinac and County. See Note 2 for additional information on the Company’s acquisitions.


	Six Months Ended		Year Ended
(in thousands)	June 30, 2022		December 31, 2021
Core deposit intangibles:
Gross carrying amount	$	41,360	$	41,360
Accumulated amortization	(24,432)		(21,915)
Net book value	$	16,928	$	19,445
Additions during the period	$	—	$	13,595
Amortization during the period	$	2,517	$	2,987
Customer list intangibles:
Gross carrying amount	$	5,523	$	5,523
Accumulated amortization	(2,919)		(2,665)
Net book value	$	2,604	$	2,858

Amortization during the period	$	254	$	507

Mortgage servicing rights (“MSR”): Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date, with the amortization recorded in mortgage income, net, in the consolidated statements of income. Mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other assets in the consolidated balance sheets. A summary of the changes in the mortgage servicing rights asset was as follows.


	Six Months Ended			Year Ended
(in thousands)	June 30, 2022			December 31, 2021
Mortgage servicing rights asset:
MSR asset at beginning of year	$	13,636		$	10,230
Capitalized MSR	1,685			4,329
MSR asset acquired	—			1,322
Amortization during the period	(1,413)			(2,245)
MSR asset at end of period	$	13,908		$	13,636
Valuation allowance at beginning of year	$	(1,200)		$	(1,000)
Additions	—			(500)
Reversals	700			300
Valuation allowance at end of period	$	(500)		$	(1,200)
MSR asset, net	$	13,408		$	12,436
Fair value of MSR asset at end of period	$	15,699		$	15,599
Residential mortgage loans serviced for others	$	1,611,794		$	1,583,577
Net book value of MSR asset to loans serviced for others	0.83		%	0.79		%

The Company periodically evaluates its mortgage servicing rights asset for impairment. At each reporting date, impairment is assessed based on estimated fair value using estimated prepayment speeds of the underlying mortgage loans serviced and stratification based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). See Note 9 for additional information on the fair value of the MSR asset.

Loan servicing rights (“LSR”): The Company acquired an LSR asset in connection with its acquisition of County on December 3, 2021 (see Note 2 for additional information on the County acquisition). The LSR asset was $15 million at June 30, 2022, and related to approximately $604 million of unpaid principal balances of loans serviced for others. The LSR asset will be

amortized on an accelerated basis over the estimated remaining loan service period as the Company does not expect to add new loans to this servicing portfolio. See Note 9 for additional information on the fair value of the LSR asset.

The following table shows the estimated future amortization expense for amortizing intangible assets and the servicing assets. The projections are based on existing asset balances, the current interest rate environment and prepayment speeds as of June 30, 2022. The actual amortization expense the Company recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements and events or circumstances that indicate the carrying amount of an asset may not be recoverable.


(in thousands)	Core deposit intangibles		Customer list intangibles		MSR asset		LSR asset
Year ending December 31,
2022 (remaining six months)	$	2,300	$	253	$	1,107	$	4,175
2023	3,910		483		2,691		6,345
2024	3,135		449		2,587		3,673
2025	2,385		449		1,828		1,020
2026	1,659		249		1,351		—
2027	1,346		166		1,351		—
Thereafter	2,193		555		2,993		—
Total	$	16,928	$	2,604	$	13,908	$	15,213

Note 8 – Short and Long-Term Borrowings

Short-Term Borrowings:

Short-term borrowings include any borrowing with an original maturity of one year or less. At both June 30, 2022 and December 31, 2021, the Company did not have any outstanding short-term borrowings.

Long-Term Borrowings:

Long-term borrowings include any borrowing with an original maturity greater than one year. The components of long-term borrowings were as follows.


(in thousands)	June 30, 2022		December 31, 2021
FHLB advances	$	5,000	$	25,000
Junior subordinated debentures	39,305		38,885
Subordinated notes	152,658		153,030
Total long-term borrowings	$	196,963	$	216,915

FHLB Advances: The Federal Home Loan Bank (“FHLB”) advances bear fixed rates, require interest-only monthly payments, and have maturity dates through March 2025. The weighted average rate of the FHLB advances was 1.55% at June 30, 2022 and 0.59% at December 31, 2021.

Junior Subordinated Debentures: Each of the junior subordinated debentures was issued to an underlying statutory trust (the “statutory trusts”), which issued trust preferred securities and common securities and used the proceeds from the issuance of the common and the trust preferred securities to purchase the junior subordinated debentures of the Company. The debentures represent the sole asset of the statutory trusts. All of the common securities of the statutory trusts are owned by the Company. The statutory trusts are not included in the consolidated financial statements. The net effect of all the documents entered into with respect to the trust preferred securities is that the Company, through payments on its debentures, is liable for the distributions and other payments required on the trust preferred securities. Interest on all debentures is current. Any applicable discounts (initially recorded to carry an acquired debenture at its then estimated fair value) are being accreted to interest expense over the remaining life of the debenture. All the junior subordinated debentures are currently callable and may be redeemed in part or in full, at par, plus any accrued but unpaid interest. At June 30, 2022 and December 31, 2021, approximately $38 million and $37 million, respectively, of trust preferred securities qualify as Tier 1 capital.

Subordinated Notes (the “Notes”): In July 2021, the Company completed the private placement of $100 million in fixed-to-floating rate subordinated notes due in 2031, with a fixed annual rate of 3.125% for the first five years, and will reset quarterly thereafter to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 237.5 basis points. The Notes due in 2031 are redeemable beginning July 15, 2026 and quarterly thereafter on any interest payment date.

In December 2021, Nicolet assumed two subordinated note issuances at a premium as the result of the County acquisition. One issuance was $30 million in fixed-to-floating rate subordinated notes due in 2028, with a fixed annual interest rate of 5.875%

for the first five years, and will reset quarterly thereafter to the then current three-month LIBOR plus 2.88% The second issuance was $22 million in fixed-to-floating rate subordinated notes due in 2030, with a fixed annual interest rate of 7.00% for the first five years, and will reset quarterly thereafter to the then current SOFR plus 687.5 basis points. The Notes due in 2028 are redeemable beginning June 1, 2023, and quarterly thereafter on any interest payment date, while the Notes due in 2030 are redeemable beginning June 30, 2025, and quarterly thereafter on any interest payment date. All Notes qualify as Tier 2 capital for regulatory purposes.

The following table shows the breakdown of junior subordinated debentures and subordinated notes.


		As of June 30, 2022								As of December 31, 2021
(in thousands)	Maturity Date	Interest Rate		Par		Unamortized Premium /(Discount) / Debt Issue Costs (1)		Carrying Value		Interest Rate		Carrying Value
Junior Subordinated Debentures:
Mid-Wisconsin Statutory Trust I (2)	12/15/2035	3.26	%	$	10,310	$	(2,674)	$	7,636	1.63	%	$	7,537
Baylake Capital Trust II (3)	9/30/2036	3.60	%	16,598		(3,292)		13,306		1.57	%	13,187
First Menasha Statutory Trust (4)	3/17/2034	4.82	%	5,155		(509)		4,646		3.01	%	4,624
County Bancorp Statutory Trust II (5)	9/15/2035	3.36	%	6,186		(1,044)		5,142		1.73	%	5,061
County Bancorp Statutory Trust III (6)	6/15/2036	3.52	%	6,186		(987)		5,199		1.89	%	5,121
Fox River Valley Capital Trust (7)	5/30/2033	6.40	%	3,610		(234)		3,376		6.40	%	3,355
Total				$	48,045	$	(8,740)	$	39,305			$	38,885
Subordinated Notes:
Subordinated Notes due 2031	7/15/2031	3.13	%	$	100,000	$	(838)	$	99,162	3.13	%	$	99,057
County Subordinated Notes due 2028	6/1/2028	5.88	%	30,000		280		30,280		5.88	%	30,402
County Subordinated Notes due 2030	6/30/2030	7.00	%	22,400		816		23,216		7.00	%	23,571
Total				$	152,400	$	258	$	152,658			$	153,030

(1) Represents the remaining unamortized premium or discount on debt issuances assumed in acquisitions, and represents the unamortized debt issue costs for the debt issued directly by Nicolet.

(2) The debentures, assumed in April 2013 as the result of an acquisition, have a floating rate of three-month LIBOR plus 1.43%, adjusted quarterly.

(3) The debentures, assumed in April 2016 as a result of an acquisition, have a floating rate of three-month LIBOR plus 1.35%, adjusted quarterly.

(4) The debentures, assumed in April 2017 as the result of an acquisition, have a floating rate of three-month LIBOR plus 2.79%, adjusted quarterly.

(5) The debentures, assumed in December 2021 as the result of an acquisition, have a floating rate of three-month LIBOR plus 1.53%, adjusted quarterly.

(6) The debentures, assumed in December 2021 as the result of an acquisition, have a floating rate of three-month LIBOR plus 1.69%, adjusted quarterly.

(7) The debentures, assumed in December 2021 as the result of an acquisition, have a floating rate of 5-year LIBOR plus 3.40%, which resets every five years.

Note 9 – Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept), and is a market-based measurement versus an entity-specific measurement. The Company records and/or discloses certain financial instruments on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect assumptions of the reporting entity about how market participants would price the asset or liability based on the best information available under the circumstances. The three fair value levels are:

•Level 1 – quoted market prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date

•Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly

•Level 3 – significant unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity

In instances where the fair value measurement is based on inputs from different levels, the level within which the entire fair value measurement will be categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. This assessment of the significance of an input requires management judgment.

Recurring basis fair value measurements:

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented.


(in thousands)			Fair Value Measurements Using
Measured at Fair Value on a Recurring Basis:	Total		Level 1		Level 2		Level 3
June 30, 2022
U.S. government agency securities	$	183,849	$	—	$	183,849	$	—
State, county and municipals	271,502		—		269,621		1,881
Mortgage-backed securities	226,248		—		225,268		980
Corporate debt securities	131,649		—		127,056		4,593
Securities AFS	$	813,248	$	—	$	805,794	$	7,454
Other investments (equity securities)	$	4,793	$	4,793	$	—	$	—
Derivative assets	—		—		—		—
Derivative liabilities	—		—		—		—
December 31, 2021
U.S. government agency securities	$	191,277	$	—	$	191,277	$	—
State, county and municipals	312,737		—		310,316		2,421
Mortgage-backed securities	271,262		—		270,260		1,002
Corporate debt securities	146,385		—		141,743		4,642
Securities AFS	$	921,661	$	—	$	913,596	$	8,065
Other investments (equity securities)	$	5,660	$	5,660	$	—	$	—
Derivative assets	1,064		—		1,064		—
Derivative liabilities	1,064		—		1,064		—

The following is a description of the valuation methodologies used by the Company for the assets and liabilities measured at fair value on a recurring basis, noted in the tables above. Where quoted market prices on securities exchanges are available, the investments are classified as Level 1. Level 1 investments primarily include exchange-traded equity securities. If quoted market prices are not available, fair value is generally determined using prices obtained from independent pricing vendors who use pricing models (with typical inputs including benchmark yields, reported trades for similar securities, issuer spreads or relationship to other benchmark quoted securities), or discounted cash flows, and are classified as Level 2. Examples of these investments include U.S. government agency securities, mortgage-backed securities, obligations of state, county and municipals, and certain corporate debt securities. Finally, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, investments are classified within Level 3 of the hierarchy. Examples of these include private corporate debt securities, which are primarily trust preferred security investments, as well as certain municipal bonds and mortgage-backed securities. At June 30, 2022 and December 31, 2021, it was determined that carrying value was the best approximation of fair value for these Level 3 securities, based primarily on the internal analysis on these securities. The fair value of the derivative assets and liabilities is determined using a discounted cash flow analysis of the expected cash flows of each derivative, which considers the contractual terms of the underlying derivative financial instrument and observable market-based inputs, such as interest rate curves.

The following table presents the changes in Level 3 securities AFS measured at fair value on a recurring basis.


	Six Months Ended		Year Ended
Level 3 Fair Value Measurements:	June 30, 2022		December 31, 2021
Balance at beginning of year	$	8,065	$	3,130
Acquired balance	—		4,935
Maturities / Paydowns	(442)		—
Unrealized gain / (loss)	(169)		—
Balance at end of period	$	7,454	$	8,065

Nonrecurring basis fair value measurements:

The following table presents the Company’s assets measured at fair value on a nonrecurring basis, aggregated by level in the fair value hierarchy within which those measurements fall.


(in thousands)			Fair Value Measurements Using
Measured at Fair Value on a Nonrecurring Basis:	Total		Level 1		Level 2		Level 3
June 30, 2022
Collateral dependent loans	$	31,592	$	—	$	—	$	31,592
Other real estate owned (“OREO”)	5,006		—		—		5,006
MSR asset	13,408		—		—		13,408
LSR asset	15,213		—		—		15,213
December 31, 2021
Collateral dependent loans	$	36,230	$	—	$	—	$	36,230
OREO	11,955		—		—		11,955
MSR asset	12,436		—		—		12,436
LSR asset	20,055		—		—		20,055

The following is a description of the valuation methodologies used by the Company for the items noted in the table above. For collateral dependent loans, the estimated fair value is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral with consideration for estimated selling costs if satisfaction of the loan depends on the sale of the collateral, or the estimated liquidity of the note. For OREO, the fair value is based upon the estimated fair value of the underlying collateral adjusted for the expected costs to sell. To estimate the fair value of the MSR asset, the underlying serviced loan pools are stratified by interest rate tranche and term of the loan, and a valuation model is used to calculate the present value of the expected future cash flows for each stratum. The fair value of the LSR asset is determined by stratifying the rights into tranches based on the predominant characteristics, such as interest rate, loan type, and investor type, and a valuation model is used to calculate the present value of the expected future cash flows for each tranche. The servicing valuation models incorporate assumptions that market participants would use in estimating future net servicing income, such as costs to service, a discount rate, ancillary income, default rates and losses, and prepayment speeds. Although some of these assumptions are based on observable market data, other assumptions are based on unobservable estimates of what market participants would use to measure fair value.

Financial instruments:

The carrying amounts and estimated fair values of the Company’s financial instruments are shown below.


June 30, 2022
(in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	181,017	$	181,017	$	181,017	$	—	$	—
Certificates of deposit in other banks	15,502		15,462		—		15,462		—
Securities AFS	813,248		813,248		—		805,794		7,454
Securities HTM	695,812		650,233		—		650,233		—
Other investments, including equity securities	53,269		53,269		4,793		39,387		9,089
Loans held for sale	5,084		5,190		—		5,190		—
Loans, net	4,927,999		4,818,422		—		—		4,818,422
MSR asset	13,408		15,699		—		—		15,699
LSR asset	15,213		15,213		—		—		15,213
Accrued interest receivable	16,008		16,008		16,008		—		—
Financial liabilities:
Deposits	$	6,286,266	$	6,281,308	$	—	$	—	$	6,281,308

Long-term borrowings	196,963		192,447		—		5,001		187,446
Accrued interest payable	2,668		2,668		2,668		—		—


December 31, 2021
(in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	595,292	$	595,292	$	595,292	$	—	$	—
Certificates of deposit in other banks	21,920		22,236		—		22,236		—
Securities AFS	921,661		921,661		—		913,596		8,065
Securities HTM	651,803		648,394		—		648,394		—
Other investments, including equity securities	44,008		44,008		5,660		32,110		6,238
Loans held for sale	6,447		6,616		—		6,616		—
Loans, net	4,572,164		4,606,851		—		—		4,606,851
MSR asset	12,436		15,599		—		—		15,599
LSR asset	20,055		20,055		—		—		20,055
Accrued interest receivable	15,277		15,277		15,277		—		—
Financial liabilities:
Deposits	$	6,465,916	$	6,463,064	$	—	$	—	$	6,463,064

Long-term borrowings	216,915		216,092		—		25,097		190,995
Accrued interest payable	3,078		3,078		3,078		—		—

The valuation methodologies for the financial instruments disclosed in the above table are described in Note 18, Fair Value Measurements, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Note 10 – Other Assets and Other Liabilities Held for Sale

On September 7, 2021, Nicolet entered into a Purchase and Assumption Agreement (the “Birmingham Agreement”) with Bank of Ann Arbor to sell Nicolet’s Birmingham, Michigan branch, including legacy mBank’s asset-based lending team (the “Birmingham Sale”). Pursuant to the terms of the Birmingham Agreement, Bank of Ann Arbor agreed to assume certain deposit liabilities and to acquire certain loans, as well as cash, personal property and other fixed assets associated with the Birmingham branch. The combined loan and deposit balances of the Birmingham branch (excluding certain loans and deposits not subject to the Birmingham Agreement) were approximately $199 million and $51 million, respectively, as of December 31, 2021. The Birmingham Sale closed on January 21, 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Nicolet Bankshares, Inc. (the “Company” or “Nicolet”) is a bank holding company headquartered in Green Bay, Wisconsin. Nicolet provides a diversified range of traditional banking and wealth management services to individuals and businesses in its market area and through the branch offices of its banking subsidiary, Nicolet National Bank (the “Bank”), in Northeast and Central Wisconsin, Northern Michigan and the upper peninsula of Michigan. In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, all references to “we,” “us” and “our” refer to the Company.

Forward-Looking Statements

Statements made in this document and in any documents that are incorporated by reference which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including any statements regarding descriptions of management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements are neither statements of historical fact nor assurance of future performance and generally may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions or events (including the expected closing date of the merger with Charter Bankshares, Inc. (“Charter”) and number of shares to be issued in connection with that merger), and statements about our future performance, operations, products and services, and should be viewed with caution. Shareholders should note that many factors, some of which are discussed elsewhere in this document, could affect the future financial results of Nicolet and could cause those results to differ materially from those implied or anticipated by the statements. Except as required by law, we expressly disclaim any obligations to publicly update any forward-looking statements whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important factors, many of which are beyond Nicolet’s control, that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, in addition to those described in detail under Item 1A, “Risk Factors” of Nicolet’s 2021 Annual Report on Form 10-K include, but are not necessarily limited to the following:

•operating, legal and regulatory risks, including the effects of legislative or regulatory developments affecting the financial industry generally or Nicolet specifically;

•economic, market, political and competitive forces affecting Nicolet’s banking and wealth management businesses;

•changes in interest rates, monetary policy and general economic conditions, which may impact Nicolet’s net interest income;

•potential difficulties in identifying and integrating the operations of future acquisition targets with those of Nicolet;

•the impact of purchase accounting with respect to our merger activities, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;

•cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;

•changes in accounting standards, rules and interpretations and the related impact on Nicolet’s financial statements;

•compliance or operational risks related to new products, services, ventures, or lines of business, if any, that Nicolet may pursue or implement;

•changes in monetary and tax policies;

•changes occurring in business conditions and inflation;

•our ability to attract and retain key personnel;

•examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for credit losses, write-down assets, or take other actions;

•risks associated with actual or potential information gatherings, investigations or legal proceedings by customers, regulatory agencies or others;

•the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as weather events, natural disasters, epidemics and pandemics (including COVID-19), war or terrorist activities, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and related tariffs;

•each of the factors and risks under Item 1A, “Risk Factors” of Nicolet’s 2021 Annual Report on Form 10-K and in subsequent filings we make with the SEC; and

•risks related to our proposed merger with Charter, including:

◦possible negative impact on our stock price and future business and financial results;

◦uncertainties while the merger is pending which could have a negative effect;

◦the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Charter Merger Agreement;

◦unexpected costs associated with the merger;

◦diversion of management’s attention from ongoing business operations and opportunities;

◦possible inability to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all;

◦failure to receive or satisfy required shareholder or other approvals, consents, waivers and/or non-objections or other conditions to the closing;

◦the impact of, or problems arising from the integration of the two companies;

◦the outcome of litigation or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

◦potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger; and

◦current or future adverse legislation or regulation.

•the risk that Nicolet’s analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

These factors should be considered in evaluating the forward-looking statements, and you should not place undue reliance on such statements.

Overview

The following discussion is management’s analysis of the consolidated financial condition as of June 30, 2022 and December 31, 2021 and results of operations for the three and six-month periods ended June 30, 2022 and 2021. It should be read in conjunction with Nicolet’s audited consolidated financial statements included in Nicolet’s 2021 Annual Report on Form 10-K.

Our financial performance and certain balance sheet line items were impacted by the timing and size of our 2021 acquisitions of Mackinac Financial Corporation (“Mackinac”) on September 3, 2021 and County Bancorp, Inc. (“County”) on December 3, 2021. Certain income statement results, average balances and related ratios for 2021 include partial contributions from Mackinac and County, each from the respective acquisition date. Additional information on our 2021 acquisition activity is included in Note 2, “Acquisitions” in the Notes to Unaudited Consolidated Financial Statements, under Part I, Item 1.

Economic Outlook

Growth in economic activity and demand for goods and services, combined with labor shortages, supply chain complications and geopolitical matters, have contributed to rising inflation. In response, the Federal Reserve has raised interest rates from a target range of 0.00%-0.25% in early March 2022 to 2.25%-2.50% at the end of July 2022. In addition, the Federal Reserve has signaled that it anticipates additional increases in the target range are likely to mitigate the hardships caused by the ongoing Russia-Ukraine conflict, continued supply chain disruptions, and increased inflationary pressure. The tightening of the Federal Reserve’s monetary policies, including these increases in the target range and the tapering of the Federal Reserve’s balance sheet, combined with ongoing economic and political instability, increases the risk of an economic recession. While forecasts vary, many economists are projecting that U.S. economic growth will slow and inflation will remain elevated in the coming quarters, potentially resulting in a contraction of the U.S. gross domestic output by 2023, if not earlier. The timing and impact of inflation and rising interest rates on our business and related financial results will depend on future developments, which are highly uncertain and difficult to predict.

Proposed Merger with Charter

On March 29, 2022, Nicolet entered into an Agreement and Plan of Merger with Charter (the “Charter Merger Agreement”), a bank holding company headquartered in Eau Claire, Wisconsin, with total assets of $1.1 billion at March 31, 2022. The merger is expected to close in the third quarter of 2022, subject to customary closing conditions. Under the terms of the Charter Merger Agreement, each outstanding share of Charter common stock will be converted into the right to receive 15.458 shares of Nicolet common stock and $475 in cash. As a result, we expect to issue approximately 1.26 million shares of Nicolet common stock and $38.8 million in cash for the acquisition of Charter.


Table 1: Earnings Summary and Selected Financial Data
	At or for the Three Months Ended															At or for the Six Months Ended
(In thousands, except per share data)	6/30/2022			3/31/2022			12/31/2021			9/30/2021			6/30/2021			6/30/2022			6/30/2021
Results of operations:
Net interest income	$	55,084		$	53,795		$	53,559		$	35,184		$	35,571		$	108,879		$	69,212
Provision for credit losses	750			300			8,400			6,000			—			1,050			500
Noninterest income	14,131			15,943			16,064			13,996			20,178			30,074			37,304
Noninterest expense	36,538			37,550			39,408			33,061			30,747			74,088			56,828
Income before income tax expense	31,927			31,888			21,815			10,119			25,002			63,815			49,188
Income tax expense	7,942			7,724			5,510			2,295			6,718			15,666			12,665
Net income	$	23,985		$	24,164		$	16,305		$	7,824		$	18,284		$	48,149		$	36,523
Earnings per common share:
Basic	$	1.79		$	1.77		$	1.29		$	0.75		$	1.85		$	3.56		$	3.67
Diluted	$	1.73		$	1.70		$	1.25		$	0.73		$	1.77		$	3.43		$	3.52
Common Shares:
Basic weighted average	13,402			13,649			12,626			10,392			9,902			13,525			9,949
Diluted weighted average	13,852			14,215			13,049			10,776			10,326			14,035			10,365
Outstanding (period end)	13,407			13,457			13,994			11,952			9,843			13,407			9,843
Period-End Balances:
Loans	$	4,978,654		$	4,683,315		$	4,621,836		$	3,533,198		$	2,820,331		$	4,978,654		$	2,820,331
Allowance for credit losses - loans	50,655			49,906			49,672			38,399			32,561			50,655			32,561
Total assets	7,370,252			7,320,212			7,695,037			6,407,820			4,587,347			7,370,252			4,587,347
Deposits	6,286,266			6,231,120			6,465,916			5,428,774			3,939,022			6,286,266			3,939,022
Stockholders’ equity (common)	839,387			836,310			891,891			729,278			559,395			839,387			559,395
Book value per common share	62.61			62.15			63.73			61.01			56.83			62.61			56.83
Tangible book value per common share (2)	37.49			37.03			39.47			38.43			39.18			37.49			39.18
Financial Ratios: (1)
Return on average assets	1.32		%	1.30		%	0.96		%	0.59		%	1.62		%	1.31		%	1.63		%
Return on average common equity	11.48			11.38			8.24			5.10			13.31			11.43			13.45
Return on average tangible common equity (2)	19.21			18.75			13.19			7.62			19.46			18.98			19.73
Stockholders' equity to assets	11.39			11.42			11.59			11.38			12.19			11.39			12.19
Tangible common equity to tangible assets (2)	7.15			7.14			7.51			7.48			8.74			7.15			8.74
Reconciliation of Non-GAAP Financial Measures:
Adjusted net income reconciliation (3)
Net income (GAAP)	$	23,985		$	24,164		$	16,305		$	7,824		$	18,284		$	48,149		$	36,523
Adjustments:
Provision expense related to merger	—			—			8,400			6,000			—			—			—
Assets (gains) losses, net	(1,603)			(1,313)			(465)			1,187			(4,192)			(2,916)			(4,903)
Merger-related expense	555			98			2,202			2,793			656			653			656
Branch closure expense	—			—			—			944			—			—			—
Adjustments subtotal	(1,048)			(1,215)			10,137			10,924			(3,536)			(2,263)			(4,247)
Tax on Adjustments (25% effective tax rate)	(262)			(304)			2,534			2,731			(884)			(566)			(1,062)
Adjustments, net of tax	(786)			(911)			7,603			8,193			(2,652)			(1,697)			(3,185)
Adjusted net income (Non-GAAP)	$	23,199		$	23,253		$	23,908		$	16,017		$	15,632		$	46,452		$	33,338
Adjusted diluted EPS (Non-GAAP)	$	1.67		$	1.64		$	1.83		$	1.49		$	1.51		$	3.31		$	3.22
Tangible Assets:
Total assets	$	7,370,252		$	7,320,212		$	7,695,037		$	6,407,820		$	4,587,347
Goodwill and other intangibles, net	336,721			338,068			339,492			269,954			173,711
Tangible assets	$	7,033,531		$	6,982,144		$	7,355,545		$	6,137,866		$	4,413,636
Tangible Common Equity:
Stockholders’ equity (common)	$	839,387		$	836,310		$	891,891		$	729,278		$	559,395
Goodwill and other intangibles, net	336,721			338,068			339,492			269,954			173,711
Tangible common equity	$	502,666		$	498,242		$	552,399		$	459,324		$	385,684
Average Tangible Common Equity:
Stockholders’ equity (common)	$	837,975		$	861,319		$	784,666		$	608,946		$	550,974		$	849,582		$	547,775
Goodwill and other intangibles, net	337,289			338,694			294,051			201,748			174,026			337,988			174,424
Average tangible common equity	$	500,686		$	522,625		$	490,615		$	407,198		$	376,948		$	511,594		$	373,351

(1) Income statement-related ratios for partial-year periods are annualized.

(2) The ratios of tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets are non-GAAP financial measures that exclude goodwill and other intangibles, net. These financial ratios have been included as management considers them to be useful metrics with which to analyze and evaluate financial condition and capital strength. See section “Non-GAAP Financial Measures” below.

(3) The adjusted net income measure is a non-GAAP financial measure that provides information that management believes is useful to investors in understanding our operating performance and trends and also aids investors in the comparison of our financial performance to the financial performance of peer banks. See section “Non-GAAP Financial Measures” below.

Non-GAAP Financial Measures

We identify “tangible book value per common share,” “return on average tangible common equity,” “tangible common equity to tangible assets” “adjusted net income,” and “adjusted diluted earnings per common share” as “non-GAAP financial measures.” In accordance with the SEC’s rules, we identify certain financial measures as non-GAAP financial measures if such financial measures exclude or include amounts in the most directly comparable measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in effect in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures, ratios or statistical measures calculated using exclusively financial measures calculated in accordance with GAAP.

Management believes that the presentation of these non-GAAP financial measures (a) are important metrics used to analyze and evaluate our financial condition and capital strength and provide important supplemental information that contributes to a proper understanding of our operating performance and trends, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to compare our financial performance to the financial performance of our peers and to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented in the table above.

Performance Summary

Net income was $48.1 million for the six months ended June 30, 2022, compared to $36.5 million for the six months ended June 30, 2021. Earnings per diluted common share was $3.43 for the first six months of 2022, compared to $3.52 for the first six months of 2021.

•Net interest income was $108.9 million for the first six months of 2022, up $39.7 million (57%) over the first six months of 2021. Interest income grew $42.3 million attributable to favorable volumes (mostly higher loan volumes), partly offset by net unfavorable rates (as loans reprice at varying intervals to reflect the recent Federal Reserve interest rate increases). Interest expense increased $2.6 million between the six-month periods mostly from the larger funding base. Net interest margin was 3.29% for the six months ended June 30, 2022, compared to 3.38% for the six months ended June 30, 2021. For additional information regarding net interest income, see “Income Statement Analysis — Net Interest Income.”

•Noninterest income was $30.1 million for the first six months of 2022, down $7.2 million (19%) from the comparable 2021 period, with lower net mortgage income and other income partly offset by growth in most other noninterest income categories. For additional information regarding noninterest income, see “Income Statement Analysis — Noninterest Income.”

•Noninterest expense was $74.1 million, $17.3 million (30%) higher than the first six months of 2021. Personnel costs increased $8.7 million, and non-personnel expenses combined increased $8.6 million (35%) over the comparable 2021 period. For additional information regarding noninterest expense, see “Income Statement Analysis — Noninterest Expense.”

•Nonperforming assets were $42 million, representing 0.56% of total assets at June 30, 2022, compared to 0.73% at December 31, 2021 and 0.21% at June 30, 2021. For additional information regarding nonperforming assets, see “Balance Sheet Analysis – Nonperforming Assets.”

•At June 30, 2022, assets were $7.4 billion, down $0.3 billion (4%) from December 31, 2021, mostly cash and cash equivalents. Total assets increased $2.8 billion (61%) from June 30, 2021, mainly due to the acquisitions of Mackinac and County. For additional balance sheet discussion see “Balance Sheet Analysis.”

•At June 30, 2022, loans were $5.0 billion, $357 million (8%) higher than December 31, 2021 on solid loan growth. Total loans were $2.2 billion (77%) higher than June 30, 2021, largely due to the acquisitions of Mackinac and County. On average, loans grew $1.9 billion (67%) over the first six months of 2021. For additional information regarding loans, see “Balance Sheet Analysis — Loans.”

•Total deposits were $6.3 billion at June 30, 2022, a decrease of $180 million (3%) from December 31, 2021 on lower core customer deposits. Total deposits were $2.3 billion (60%) higher than June 30, 2021, largely due to the Mackinac and County acquisitions. Year-to-date average deposits were $2.4 billion (62%) higher than the first six months of 2021. For additional information regarding deposits, see “Balance Sheet Analysis – Deposits.”

INCOME STATEMENT ANALYSIS

Net Interest Income

Tax-equivalent net interest income is a non-GAAP measure, but is a preferred industry measurement of net interest income (and its use in calculating a net interest margin) as it enhances the comparability of net interest income arising from taxable and tax-exempt sources. The tax-equivalent adjustments bring tax-exempt interest to a level that would yield the same after-tax income by applying the effective Federal corporate tax rates to the underlying assets. Tables 2 and 3 present information to facilitate the review and discussion of selected average balance sheet items, tax-equivalent net interest income, interest rate spread and net interest margin.

Table 2: Average Balance Sheet and Net Interest Income Analysis - Tax-Equivalent Basis


	For the Six Months Ended June 30,
	2022						2021
(in thousands)	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Interest-earning assets
Commercial PPP Loans	$	9,395	$	1,390	29.41	%	$	206,066	$	8,813	8.51	%
All other commercial-based loans	3,970,704		86,208		4.32	%	2,142,902		49,086		4.56	%
Retail-based loans	783,974		16,720		4.27	%	498,536		11,114		4.46	%
Total loans, including loan fees (1)(2)	4,764,073		104,318		4.36	%	2,847,504		69,013		4.83	%
Investment securities:
Taxable	1,388,630		10,262		1.48	%	391,601		3,874		1.98	%
Tax-exempt (2)	185,689		2,022		2.18	%	141,412		1,509		2.13	%
Total investment securities	1,574,319		12,284		1.56	%	533,013		5,383		2.02	%
Other interest-earning assets	306,662		1,607		1.05	%	719,036		1,271		0.35	%
Total non-loan earning assets	1,880,981		13,891		1.48	%	1,252,049		6,654		1.06	%
Total interest-earning assets	6,645,054		$	118,209	3.54	%	4,099,553		$	75,667	3.68	%
Other assets, net	750,693						421,866
Total assets	$	7,395,747					$	4,521,419
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities
Savings	$	831,335	$	339	0.08	%	$	561,392	$	172	0.06	%
Interest-bearing demand	1,020,273		1,499		0.30	%	665,646		1,429		0.43	%
Money market accounts (“MMA”)	1,482,431		823		0.11	%	851,655		227		0.05	%
Core time deposits	563,846		833		0.30	%	313,123		1,536		0.99	%
Total interest-bearing core deposits	3,897,885		3,494		0.18	%	2,391,816		3,364		0.28	%
Brokered deposits	441,316		1,108		0.51	%	285,029		1,991		1.41	%
Total interest-bearing deposits	4,339,201		4,602		0.21	%	2,676,845		5,355		0.40	%
Wholesale funding	214,767		3,963		3.69	%	47,487		616		2.58	%
Total interest-bearing liabilities	4,553,968		8,565		0.38	%	2,724,332		5,971		0.44	%
Noninterest-bearing demand deposits	1,950,528						1,209,718
Other liabilities	41,669						39,594
Stockholders’ equity	849,582						547,775
Total liabilities and stockholders’ equity	$	7,395,747					$	4,521,419
Interest rate spread					3.16	%					3.24	%
Net free funds					0.13	%					0.14	%
Tax-equivalent net interest income and net interest margin			$	109,644	3.29	%			$	69,696	3.38	%
Tax-equivalent adjustment			$	765					$	484
Net interest income			$	108,879					$	69,212

(1)Nonaccrual loans and loans held for sale are included in the daily average loan balances outstanding.

(2)The yield on tax-exempt loans and tax-exempt investment securities is computed on a tax-equivalent basis using a federal tax rate of 21% and adjusted for the disallowance of interest expense.

Table 2: Average Balance Sheet and Net Interest Income Analysis - Tax-Equivalent Basis (Continued)


	For the Three Months Ended June 30,
	2022						2021
(in thousands)	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Interest-earning assets
Commercial PPP Loans	$	5,333	$	13	0.93	%	$	205,639	$	4,862	9.35	%
All other commercial-based loans	4,033,469		44,388		4.35	%	2,159,774		24,645		4.51	%
Retail-based loans	799,733		8,583		4.29	%	503,692		5,622		4.47	%
Total loans, including loan fees (1)(2)	4,838,535		52,984		4.34	%	2,869,105		35,129		4.85	%
Investment securities:
Taxable	1,390,642		5,135		1.48	%	400,646		2,060		2.06	%
Tax-exempt (2)	182,385		991		2.17	%	136,986		734		2.15	%
Total investment securities	1,573,027		6,126		1.56	%	537,632		2,794		2.08	%
Other interest-earning assets	168,082		790		1.87	%	702,657		616		0.35	%
Total non-loan earning assets	1,741,109		6,916		1.59	%	1,240,289		3,410		1.10	%
Total interest-earning assets	6,579,644		$	59,900	3.61	%	4,109,394		$	38,539	3.72	%
Other assets, net	693,575						418,445
Total assets	$	7,273,219					$	4,527,839
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities
Savings	$	841,109	$	234	0.11	%	$	586,590	$	92	0.06	%
Interest-bearing demand	988,820		798		0.32	%	657,979		670		0.41	%
MMA	1,424,995		500		0.14	%	846,114		104		0.05	%
Core time deposits	532,179		325		0.24	%	297,047		657		0.89	%
Total interest-bearing core deposits	3,787,103		1,857		0.20	%	2,387,730		1,523		0.26	%
Brokered deposits	423,372		553		0.52	%	253,816		910		1.44	%
Total interest-bearing deposits	4,210,475		2,410		0.23	%	2,641,546		2,433		0.37	%
Wholesale funding	214,975		2,032		3.77	%	43,325		303		2.76	%
Total interest-bearing liabilities	4,425,450		4,442		0.40	%	2,684,871		2,736		0.41	%
Noninterest-bearing demand deposits	1,977,569						1,256,251
Other liabilities	32,225						35,743
Stockholders’ equity	837,975						550,974
Total liabilities and stockholders’ equity	$	7,273,219					$	4,527,839
Interest rate spread					3.21	%					3.31	%
Net free funds					0.13	%					0.14	%
Tax-equivalent net interest income and net interest margin			$	55,458	3.34	%			$	35,803	3.45	%
Tax-equivalent adjustment			$	374					$	232
Net interest income			$	55,084					$	35,571

(1)Nonaccrual loans and loans held for sale are included in the daily average loan balances outstanding.

(2)The yield on tax-exempt loans and tax-exempt investment securities is computed on a tax-equivalent basis using a federal tax rate of 21% and adjusted for the disallowance of interest expense.

Table 3: Volume/Rate Variance - Tax-Equivalent Basis


	For the Three Months Ended June 30, 2022 Compared to June 30, 2021:						For the Six Months Ended June 30, 2022 Compared to June 30, 2021:
	Increase (Decrease) Due to Changes in						Increase (Decrease) Due to Changes in
(in thousands)	Volume		Rate		Net (1)		Volume		Rate		Net (1)
Interest-earning assets
Commercial PPP Loans	$	(2,519)	$	(2,330)	$	(4,849)	$	(14,193)	$	6,770	$	(7,423)
All other commercial-based loans	21,272		(1,529)		19,743		50,668		(13,546)		37,122
Retail-based loans	3,161		(200)		2,961		6,071		(465)		5,606
Total loans (2)	21,914		(4,059)		17,855		42,546		(7,241)		35,305
Investment securities:
Taxable	3,104		(29)		3,075		6,303		85		6,388
Tax-exempt (2)	247		10		257		481		32		513
Total investment securities	3,351		(19)		3,332		6,784		117		6,901
Other interest-earning assets	(71)		245		174		25		311		336
Total non-loan earning assets	3,280		226		3,506		6,809		428		7,237
Total interest-earning assets	$	25,194	$	(3,833)	$	21,361	$	49,355	$	(6,813)	$	42,542
Interest-bearing liabilities
Savings	$	51	$	91	$	142	$	99	$	68	$	167
Interest-bearing demand	288		(160)		128		611		(541)		70
MMA	107		289		396		242		354		596
Core time deposits	323		(655)		(332)		770		(1,473)		(703)
Total interest-bearing core deposits	769		(435)		334		1,722		(1,592)		130
Brokered deposits	409		(766)		(357)		769		(1,652)		(883)
Total interest-bearing deposits	1,178		(1,201)		(23)		2,491		(3,244)		(753)
Wholesale funding	1,628		101		1,729		3,202		145		3,347
Total interest-bearing liabilities	2,806		(1,100)		1,706		5,693		(3,099)		2,594
Net interest income	$	22,388	$	(2,733)	$	19,655	$	43,662	$	(3,714)	$	39,948

(1)The change in interest due to both rate and volume has been allocated in proportion to the relationship of dollar amounts of change in each.

(2)The yield on tax-exempt loans and tax-exempt investment securities is computed on a tax-equivalent basis using a federal tax rate of 21% and adjusted for the disallowance of interest expense.

The Federal Reserve raised short-term interest rates 25 bps in March 2022, followed by a 50 bps increase in May 2022 and a 75 bps increase in June 2022, for a total increase in short-term interest rates of 150 bps since year-end 2021. Prior to this, short-term interest rates remained steady since March 2020.

Tax-equivalent net interest income was $109.6 million for the first six months of 2022, comprised of net interest income of $108.9 million ($39.7 million or 57% higher than the first six months of 2021), and a $0.8 million tax-equivalent adjustment. The $39.9 million increase in tax-equivalent net interest income was attributable to net favorable volumes (which added $43.7 million, mostly from interest-earning asset volumes added with the Mackinac and County acquisitions, as well as solid loan growth and strategic investment purchases) and net unfavorable rates (which decreased net interest income $3.7 million from competitive pricing pressure and the lag in repricing to current market interest rates).

Average interest-earning assets increased to $6.6 billion, up $2.5 billion (62%) over the 2021 comparable period, primarily due to the acquisitions of Mackinac and County (in September 2021 and December 2021, respectively). Between the comparable first half periods, average loans increased $1.9 billion (67%), mostly due to the Mackinac and County acquisitions, which added loans of $0.9 billion and $1.0 billion, respectively, at acquisition. In addition, average loans reflected strong organic loan growth and the repurchase of previously participated agricultural loans, which more than offset the reduction in PPP loans from continued loan forgiveness. Average investment securities increased $1.0 billion between the comparable first half periods, partly due to the acquisitions of Mackinac and County, and partly due to the strategic re-investment of approximately $0.5 billion excess cash liquidity into U.S. Treasury securities of varying yields and durations during fourth quarter 2021. Other interest-earning assets declined $0.4 billion with the additional assets added with the 2021 acquisitions, more than offset by lower cash mostly from the re-investment of excess cash liquidity noted above. As a result, the mix of average interest-earning assets shifted to 72% loans, 24% investments and 4% other interest-earning assets (mostly cash) for first half 2022, compared to 69%, 13% and 18%, respectively, for first half 2021.

Average interest-bearing liabilities were $4.6 billion for first half 2022, an increase of $1.8 billion (67%) over first half 2021, primarily due to the acquisitions of Mackinac and County. Average interest-bearing core deposits increased $1.5 billion and average brokered deposits increased $156 million between the comparable first half periods largely due to the Mackinac and County acquisitions. Other interest-bearing liabilities grew $167 million between the comparable first half periods, partly due to the private placement of $100 million in fixed-to-floating rate subordinated notes in July 2021, and partly due to wholesale funding acquired with the Mackinac and County acquisitions. The mix of average interest-bearing liabilities was 86% core deposits, 10% brokered deposits and 4% other funding for the first half 2022, compared to 88%, 10% and 2%, respectively, for the first half 2021.

Between the comparable first half periods, the interest rate spread decreased 8 bps. The first half 2022 interest-earning asset yield declined 14 bps to 3.54%, reflecting the decline in the average yield of loans and investment securities, as well as the changing mix of interest-earning assets (mostly the reduction in cash due to the re-investment of excess cash liquidity noted above). The loan yield declined 47 bps to 4.36% between the comparable first half periods, largely due to the impact of the low interest rate environment through early 2022 and competitive pricing pressures on new, renewed, and variable rate loans, while the yield on investment securities declined 46 bps to 1.56%, also attributable to the low interest rate environment through early 2022, as well as the strategic re-investment of cash into lower yielding U.S. Treasury securities. The 2022 cost of funds declined 6 bps to 0.38%, largely from lower rates on core interest-bearing deposits and brokered deposits. The contribution from net free funds decreased 1 bps, due mostly to the reduced value in the low interest rate environment, though offset partly by the 52% increase in average net free funds (largely from higher average noninterest-bearing demand deposits and stockholders’ equity) between the first half periods. As a result, the tax-equivalent net interest margin was 3.29% for first half 2022, down 9 bps compared to 3.38% for first half 2021.

Tax-equivalent interest income was $118.2 million for first half 2022, up $42.5 million from first half 2021, comprised of $49.4 million higher volumes, partly offset by lower average rates. Interest income on loans increased $35.3 million over first half 2021, mostly due to higher average balances from the Mackinac and County acquisitions, as well as solid loan growth. Between the comparable first half periods, interest income on investment securities grew $6.9 million, also attributable to the Mackinac and County acquisitions, as well as the re-investment of excess cash liquidity (noted above). Interest expense increased to $8.6 million for first half 2022, up $2.6 million compared to first half 2021, comprised of $5.7 million higher volumes, partly offset by $3.1 million from lower overall cost of funds. Interest expense on deposits decreased $0.8 million (14%) from first half 2021 given higher average interest-bearing deposit balances at a lower cost as product rate changes were made during 2021 in the low rate environment, and brokered deposits cost less largely from maturities of higher-costing term brokered funds procured under competitive conditions in mid-2020 during the pandemic. Interest expense on other interest-bearing liabilities increased between the comparable first half periods, mostly due to higher average balances from the July 2021 subordinated notes issuance, as well as wholesale funding acquired with the 2021 acquisitions.

Provision for Credit Losses

The provision for credit losses was $1.1 million for the six months ended June 30, 2022 (comprised of $0.9 million related to the ACL-Loans and $0.2 million for the ACL on unfunded commitments), compared to $0.5 million for the six months ended June 30, 2021 (all related to the ACL-Loans).

The provision for credit losses is predominantly a function of Nicolet’s methodology and judgment as to qualitative and quantitative factors used to determine the appropriateness of the ACL-Loans and unfunded commitments. The appropriateness of the ACL-Loans is affected by changes in the size and character of the loan portfolio, changes in levels of collateral dependent and other nonperforming loans, historical losses and delinquencies in each portfolio segment, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing and future economic conditions, the fair value of underlying collateral, and other factors which could affect expected credit losses. The ACL for unfunded commitments is affected by many of the same factors as the ACL-Loans, as well as funding assumptions relative to lines of credit. See also Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures. For additional information regarding asset quality and the ACL-Loans, see “BALANCE SHEET ANALYSIS — Loans,” “— Allowance for Credit Losses - Loans,” and “— Nonperforming Assets.”

Noninterest Income

Table 4: Noninterest Income


	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Trust services fee income	$	2,004	$	1,906	$	98	5	%	$	4,015	$	3,681	$	334	9	%
Brokerage fee income	2,988		2,991		(3)		—		6,676		5,784		892		15
Mortgage income, net	2,205		5,599		(3,394)		(61)		5,458		12,829		(7,371)		(57)
Service charges on deposit accounts	1,536		1,136		400		35		3,013		2,227		786		35
Card interchange income	2,950		2,266		684		30		5,531		4,193		1,338		32
BOLI income	768		559		209		37		1,701		1,086		615		57
LSR income, net	(143)		—		(143)		N/M		(525)		—		(525)		N/M
Other income	220		1,529		(1,309)		(86)		1,289		2,601		(1,312)		(50)
Noninterest income without net gains	12,528		15,986		(3,458)		(22)		27,158		32,401		(5,243)		(16)
Asset gains (losses), net	1,603		4,192		(2,589)		(62)		2,916		4,903		(1,987)		(41)
Total noninterest income	$	14,131	$	20,178	$	(6,047)	(30)	%	$	30,074	$	37,304	$	(7,230)	(19)	%
Trust services fee income & Brokerage fee income combined	$	4,992	$	4,897	$	95	2	%	$	10,691	$	9,465	$	1,226	13	%

N/M means not meaningful.

Noninterest income was $30.1 million for first half 2022, a decrease of $7.2 million (19%) compared to $37.3 million for first half 2021, with lower net mortgage income and other income partly offset by growth in most other noninterest income categories.

Trust services fee income and brokerage fee income combined were $10.7 million, up $1.2 million (13%) over first half 2021, consistent with the growth in accounts and assets under management, though tempered by unfavorable market-related declines.

Mortgage income represents net gains received from the sale of residential real estate loans into the secondary market, capitalized mortgage servicing rights (“MSR”), servicing fees net of MSR amortization, fair value marks on the mortgage interest rate lock commitments and forward commitments (“mortgage derivatives”), and MSR valuation changes, if any. Net mortgage income of $5.5 million, decreased $7.4 million (57%) between the comparable six-month periods, mostly due to the rising interest rate environment reducing secondary market volumes and the related gains on sales. Gains on sales and capitalized gains combined decreased $8.1 million and the fair value of the mortgage derivatives decreased $0.4 million, while MSR impairment was $1.2 million favorable on slower paydown activity. See also “Lending-Related Commitments” and Note 7, “Goodwill and Other Intangibles and Servicing Rights” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures on the MSR asset.

Service charges on deposit accounts were up $0.8 million to $3.0 million for the six months ended June 30, 2022, mostly due to the larger deposit base from the 2021 acquisitions.

Card interchange income grew $1.3 million (32%) between the comparable six-month periods due to higher volume and activity.

BOLI income was up $0.6 million between the comparable six-month periods, attributable to higher average balances from BOLI acquired with the 2021 acquisitions.

Loan servicing rights (“LSR”) income includes agricultural loan servicing fees net of the related LSR amortization. Nicolet is not adding new loans to this servicing portfolio and repurchased approximately $100 million of these previously participated loans during second quarter 2022; thus, the LSR amortization is currently outpacing the loan servicing fees. See also Note 7, “Goodwill and Other Intangibles and Servicing Rights” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional information on the LSR asset.

Other income of $1.3 million for the six months ended June 30, 2022 was down $1.3 million from the comparable 2021 period, largely due to unfavorable changes in the fair value of nonqualified deferred compensation plan assets from the recent market declines, partly offset by new revenue from crop insurance sales (related to the County acquisition). See also “Noninterest Expense” for discussion on the offsetting fair value change to the nonqualified deferred compensation plan liabilities.

Net asset gains of $2.9 million for first half 2022 were primarily attributable to gains on sales of other real estate owned (mostly closed bank branch locations), while net asset gains of $4.9 million for first half 2021 were primarily attributable to favorable fair value marks on equity securities.

Noninterest Expense

Table 5: Noninterest Expense


	Three Months Ended June 30,								Six Months Ended June 30,
($ in thousands)	2022		2021		Change		% Change		2022		2021		Change		% Change
Personnel	$	19,681	$	17,084	$	2,597	15	%	$	40,872	$	32,200	$	8,672	27	%
Occupancy, equipment and office	6,891		4,053		2,838		70		13,835		8,190		5,645		69
Business development and marketing	2,057		1,210		847		70		3,888		2,199		1,689		77
Data processing	3,596		2,811		785		28		6,983		5,469		1,514		28
Intangibles amortization	1,347		790		557		71		2,771		1,642		1,129		69
FDIC assessments	480		480		—		—		960		1,075		(115)		(11)
Merger-related expense	555		656		(101)		(15)		653		656		(3)		—
Other expense	1,931		3,663		(1,732)		(47)		4,126		5,397		(1,271)		(24)
Total noninterest expense	$	36,538	$	30,747	$	5,791	19	%	$	74,088	$	56,828	$	17,260	30	%
Non-personnel expenses	$	16,857	$	13,663	$	3,194	23	%	$	33,216	$	24,628	$	8,588	35	%
Average full-time equivalent (“FTE”) employees	850		570		280		49	%	842		564		278		49	%

Noninterest expense was $74.1 million, an increase of $17.3 million (30%) over first half 2021. Personnel costs increased $8.7 million (27%), while non-personnel expenses combined increased $8.6 million (35%) compared to first half 2021.

Personnel expense was $40.9 million for the six months ended June 30, 2022, an increase of $8.7 million from the comparable period in 2021. Salary expense increased $11.0 million (60%) over first half 2021, reflecting higher salaries from the larger employee base (with average full-time equivalent employees up 49%, mostly due to the 2021 acquisitions) as well as merit increases between the years. Salary expense also reflected increases in hourly pay and base salaries effective at the end of March 2022, which benefited 67% of our employee base. Fringe benefits increased $1.6 million (35%) over first half 2021, mostly due to the larger employee base. Personnel expense was also impacted by the change in the fair value of nonqualified deferred compensation plan liabilities from the recent market declines. See also “Noninterest Income” for discussion on the offsetting fair value change to the nonqualified deferred compensation plan assets.

Occupancy, equipment and office expense was $13.8 million for first half 2022, up $5.6 million (69%) compared to first half 2021, largely due to the expanded branch network with the Mackinac and County acquisitions, as well as additional expense for software and technology solutions.

Business development and marketing expense was $3.9 million, up $1.7 million (77%), between the comparable six-month periods, largely due to the higher travel and entertainment expenses, as well as additional marketing donations, promotions, and media to support our expanded branch network and community base.

Data processing expense was $7.0 million, up $1.5 million (28%) between the comparable six-month periods, mostly due to volume-based increases in core processing charges, including the larger operating base following the Mackinac and County acquisitions.

Intangibles amortization increased $1.1 million between the comparable first half periods due to higher amortization from the intangibles added with the 2021 acquisitions.

Other expense was $4.1 million, down $1.3 million (24%) between the comparable six-month periods, mostly due to a $2.1 million contract termination charge incurred in 2021 and lower professional fees (related to the 2021 subordinated notes issuance), partly offset by costs to carry closed bank branches and overall higher expenses related to our larger operating base.

Income Taxes

Income tax expense was $15.7 million (effective tax rate of 24.5%) for first half 2022, compared to $12.7 million (effective tax rate of 25.7%) for the comparable period of 2021.

Income Statement Analysis – Three Months Ended June 30, 2022 versus Three Months Ended June 30, 2021

Net income was $24.0 million for the three months ended June 30, 2022, compared to $18.3 million for the three months ended June 30, 2021. Earnings per diluted common share was $1.73 for second quarter 2022, compared to $1.77 for second quarter 2021.

Tax-equivalent net interest income was $55.5 million for second quarter 2022, comprised of net interest income of $55.1 million ($19.5 million or 55% over second quarter 2021), and a tax-equivalent adjustment of $0.4 million. Tax-equivalent interest income increased $21.4 million between the second quarter periods, with $25.2 million from stronger volumes (led by average loans which grew $2.0 billion or 69% over second quarter 2021, mostly due to the acquisitions of Mackinac and County), partly offset by $3.8 million from lower yields. Average investment securities increased $1.0 billion between the comparable second quarter periods, partly due to the acquisitions of Mackinac and County, and partly due to the strategic re-investment of approximately $0.5 billion excess cash liquidity into U.S. Treasury securities of varying yields and durations during fourth quarter 2021. Interest expense increased $1.7 million from second quarter 2021, with the impact of the higher average deposit balances partly offset a lower overall cost on deposits. For additional information regarding average balances, net interest income and net interest margin, see “INCOME STATEMENT ANALYSIS — Net Interest Income.”

The net interest margin for second quarter 2022 was 3.34%, down from 3.45% for second quarter 2021, influenced by timing of recent interest rate increases and the changing balance sheet mix. The yield on interest-earning assets of 3.61% declined 11 bps from second quarter 2021. The yield on loans was 4.34%, 51 bps lower than second quarter 2021, largely due to the impact of the low interest rate environment throughout 2021 and competitive pricing pressures on new, renewed, and variable loans, as well as the continued reduction in PPP loans due to loan forgiveness. The cost of funds of 0.40% declined 1 bps between the comparable quarters mostly due to lower rates on core interest-bearing deposits and brokered deposits.

Provision for credit losses was $0.8 million for second quarter 2022 (comprised of $0.6 million related to the ACL-Loans, and $0.2 million for the ACL on unfunded commitments), compared to no provision for credit losses for second quarter 2021. The 2022 provision for credit losses was attributable to strong loan growth, solid asset quality trends, and negligible net charge-offs, while the 2021 provision for credit losses was due to improving asset quality trends and minimal net charge-offs. For additional information regarding the allowance for credit losses-loans and asset quality, see “BALANCE SHEET ANALYSIS — Allowance for Credit Losses - Loans” and “BALANCE SHEET ANALYSIS — Nonperforming Assets.”

Noninterest income was $14.1 million for second quarter 2022, a decrease of $6.0 million (30%) from second quarter 2021. Net mortgage income of $2.2 million for second quarter 2022 was down $3.4 million (61%) from second quarter 2021, primarily due to the rising interest rate environment reducing secondary market volumes and the related gains on sales. Trust services fee income and brokerage fee income combined was up $0.1 million (2%), consistent with the growth in accounts and assets under management, though tempered by unfavorable market-related declines. Service charges on deposit accounts grew $0.4 million to $1.5 million for second quarter 2022, mostly due to the larger deposit base from the 2021 acquisitions. Card interchange income grew $0.7 million (30%) due to higher volume and activity. Other income declined $1.3 million from second quarter 2021, largely due to unfavorable changes in the fair value of nonqualified deferred compensation plan assets from the recent market declines. Net asset gains of $1.6 million in second quarter 2022 were were primarily attributable to gains on sales of other real estate owned (mostly closed bank branch locations), while net asset gains of $4.2 million in second quarter 2021 were primarily attributable to favorable fair value marks on equity securities. For additional information regarding noninterest income, see “INCOME STATEMENT ANALYSIS — Noninterest Income.”

Noninterest expense was $36.5 million for second quarter 2022, an increase of $5.8 million (19%) from second quarter 2021, including a $2.6 million increase in personnel expense and a $3.2 million increase in non-personnel expenses. The increase in personnel was due to higher salaries and fringe benefits from the larger employee base, partly offset by the change in fair value of nonqualified deferred compensation plan liabilities from recent market declines. Occupancy, equipment, and office of $6.9 million was up $2.8 million (70%), largely due to the expanded branch network with the Mackinac and County acquisitions, as well as additional expense for software and technology solutions. Business development and marketing of $2.1 million increased $0.8 million over second quarter 2021, largely due to higher travel and entertainment expenses, as well as additional marketing donations, promotions, and media to support our expanded branch network and community base. Data processing expense was $3.6 million, up $0.8 million (28%) between the comparable second quarter periods, mostly due to volume-based increases in core processing charges, including the larger operating base following the Mackinac and County acquisitions. Other expense was $1.9 million, down $1.7 million between the comparable second quarter periods, mostly due to a $2.1 million contract termination charge incurred in second quarter 2021 and lower professional fees (related to the 2021 subordinated notes issuance), partly offset by costs to carry closed bank branches and overall higher expenses related to our larger operating base. For additional information regarding noninterest expense, see “INCOME STATEMENT ANALYSIS — Noninterest Expense.”

Income tax expense for second quarter 2022 was $7.9 million, with an effective tax rate of 24.9%, compared to income tax expense of $6.7 million and an effective tax rate of 26.9% for second quarter 2021.

BALANCE SHEET ANALYSIS

At June 30, 2022, period end assets were $7.4 billion, a decrease of $0.3 billion (4%) from December 31, 2021, on lower cash and cash equivalents from the decline in deposits and stock repurchase activity, as well as $200 million of assets related to the sale of the Birmingham branch in January 2022. Total loans increased $357 million from December 31, 2021, with solid organic loan growth in agricultural, commercial and industrial, and residential first mortgage loans, as well as the repurchase of approximately $100 million previously participated agricultural loans. Total deposits of $6.3 billion at June 30, 2022, decreased $180 million from December 31, 2021, due to the repricing of acquired deposits to current market rates and a reduction in retail deposits. Total stockholders’ equity was $839 million at June 30, 2022, a decrease of $53 million since December 31, 2021, mostly due to stock repurchase activity and unfavorable changes in the fair value of securities AFS, partly offset by current year earnings.

Compared to June 30, 2021, assets were $7.4 billion, up $2.8 billion (61%) from June 30, 2021, largely due to the acquisitions of Mackinac and County in second half 2021. Total loans increased $2.2 billion and total deposits increased $2.3 billion from June 30, 2021, also largely due to the acquisitions of Mackinac and County. Stockholders’ equity increased $280 million from June 30, 2021, primarily due to common stock issued in the Mackinac and County acquisitions and net income, partially offset by stock repurchases over the year and negative net fair value investment changes.

Loans

In addition to the discussion that follows, see also Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures on loans. For additional information regarding the allowance for credit losses and nonperforming assets see also “BALANCE SHEET ANALYSIS – Allowance for Credit Losses - Loans” and “BALANCE SHEET ANALYSIS – Nonperforming Assets.”

Nicolet services a diverse customer base throughout Northeast and Central Wisconsin, Northern Michigan and the Upper Peninsula of Michigan. We concentrate on originating loans in our local markets and assisting current loan customers. The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas.

An active credit risk management process is used to ensure that sound and consistent credit decisions are made. The credit management process is regularly reviewed and has been modified over the past several years to further strengthen the controls. Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early problem loan identification and remedial action to minimize losses, an appropriate ACL-Loans, and sound nonaccrual and charge-off policies.

Table 6: Period End Loan Composition


	June 30, 2022				December 31, 2021				June 30, 2021
(in thousands)	Amount		% of Total		Amount		% of Total		Amount		% of Total
Commercial & industrial	$	1,118,360	23	%	$	1,042,256	23	%	$	886,456	31	%
Owner-occupied CRE	790,680		16		787,189		17		520,299		18
Agricultural	967,192		19		794,728		17		110,664		4
Commercial	2,876,232		58		2,624,173		57		1,517,419		53
CRE investment	818,562		16		818,061		18		505,588		18
Construction & land development	228,575		5		213,035		5		140,588		5
Commercial real estate	1,047,137		21		1,031,096		23		646,176		23
Commercial-based loans	3,923,369		79		3,655,269		80		2,163,595		76
Residential construction	69,423		1		70,353		1		46,646		2
Residential first mortgage	785,591		16		713,983		15		471,354		17
Residential junior mortgage	148,732		3		131,424		3		104,218		4
Residential real estate	1,003,746		20		915,760		19		622,218		23
Retail & other	51,539		1		50,807		1		34,518		1
Retail-based loans	1,055,285		21		966,567		20		656,736		24
Total loans	$	4,978,654	100	%	$	4,621,836	100	%	$	2,820,331	100	%

As noted in Table 6 above, the loan portfolio at June 30, 2022, was 79% commercial-based and 21% retail-based. Commercial-based loans are considered to have more inherent risk of default than retail-based loans, in part because of the broader list of factors that could impact a commercial borrower negatively. In addition, the commercial balance per borrower is typically larger than that for retail-based loans, implying higher potential losses on an individual customer basis. Credit risk on commercial-based loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

At June 30, 2022, loans were $5.0 billion, $357 million higher than December 31, 2021. The increase in loans was due to strong growth in most loan categories, including commercial loans up $276 million (11%), primarily agricultural and commercial and industrial loans, partly offset by continued reductions in PPP loans from loan forgiveness (down $24 million). The growth in commercial loans also included the repurchase of approximately $100 million previously participated agricultural loans. Excluding the repurchased agricultural loans, the organic commercial loan growth was $176 million (7%) from December 31, 2021. Commercial and industrial loans continue to be the largest segment of Nicolet’s portfolio and represented 23% of the total portfolio at June 30, 2022.

Residential real estate loans of $1.0 billion grew $88 million from year-end 2021, primarily in ARM products, to represent 20% of total loans at June 30, 2022. Residential first mortgage loans include conventional first-lien home mortgages, while residential junior mortgage loans consist mainly of home equity lines and term loans secured by junior mortgage liens. As part of our management of residential mortgage loans, the majority of Nicolet’s long-term, fixed-rate residential first mortgage loans are sold in the secondary market with servicing rights retained. Nicolet’s mortgage loans are typically of high quality and have historically had low net charge-off rates.

Retail and other loans were up slightly ($1 million) from year-end 2021, representing approximately 1% of the total loan portfolio, and include predominantly short-term and other personal installment loans not secured by real estate.

Allowance for Credit Losses - Loans

Credit risks within the loan portfolio are inherently different for each loan type as summarized under “BALANCE SHEET ANALYSIS — Loans.” A discussion of the loan portfolio credit risk can be found in the “Loans” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2021 Annual Report on Form 10-K. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and timely resolution of problems, aids in the management of credit risk and minimization of loan losses. For additional information regarding nonperforming assets see also “BALANCE SHEET ANALYSIS – Nonperforming Assets.”

The ACL-Loans represents management’s estimate of expected credit losses in the Company’s loan portfolio at the balance sheet date. To assess the appropriateness of the ACL-Loans, management applies an allocation methodology which focuses on evaluation of qualitative and environmental factors, including but not limited to: (i) evaluation of facts and issues related to specific loans; (ii) management’s ongoing review and grading of the loan portfolio; (iii) consideration of historical loan loss and delinquency experience on each portfolio segment; (iv) trends in past due and nonaccrual loans; (v) the risk characteristics of the various loan segments; (vi) changes in the size and character of the loan portfolio; (vii) concentrations of loans to specific borrowers or industries; (viii) existing economic conditions; (ix) the fair value of underlying collateral; and (x) other qualitative and quantitative factors which could affect expected credit losses. Assessing these numerous factors involves significant judgment; therefore, management considers the ACL-Loans a critical accounting estimate.

Management allocates the ACL-Loans by pools of risk within each loan portfolio segment. The allocation methodology consists of the following components. First, a specific reserve is established for individually evaluated credit deteriorated loans, which management defines as nonaccrual credit relationships over $250,000, collateral dependent loans, purchased credit deteriorated loans, and other loans with evidence of credit deterioration. The specific reserve in the ACL-Loans for these credit deteriorated loans is equal to the aggregate collateral or discounted cash flow shortfall. Management allocates the ACL-Loans with historical loss rates by loan segment. The loss factors are measured on a quarterly basis and applied to each loan segment based on current loan balances and projected for their expected remaining life. Next, management allocates the ACL-Loans using the qualitative factors mentioned above. Consideration is given to those current qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the historical loss experience of each loan segment. Lastly, management considers reasonable and supportable forecasts to assess the collectability of future cash flows.

At June 30, 2022, the ACL-Loans was $51 million (representing 1.02% of period end loans) compared to $50 million at December 31, 2021 and $33 million at June 30, 2021. The increase in the ACL-Loans from year-end 2021 is reflective of strong loan growth, solid asset quality trends, and negligible net charge-offs. The increase in the ACL-Loans from June 30, 2021 was largely due to the acquisitions of Mackinac and County, which combined added $12 million of provision for the Day 2 allowance and $5 million related to purchased credit deteriorated loans. The components of the ACL-Loans are detailed further in Table 7 below.

Table 7: Allowance for Credit Losses - Loans


	Six Months Ended						Year Ended
(in thousands)	June 30, 2022			June 30, 2021			December 31, 2021
ACL-Loans:
Balance at beginning of period	$	49,672		$	32,173		$	32,173
ACL on PCD loans acquired	—			—			5,159
Provision for credit losses	900			500			12,500
Charge-offs	(142)			(329)			(513)
Recoveries	225			217			353
Net (charge-offs) recoveries	83			(112)			(160)
Balance at end of period	$	50,655		$	32,561		$	49,672
Net loan (charge-offs) recoveries:
Commercial & industrial	$	30		$	(36)		$	50
Owner-occupied CRE	(36)			—			—
Agricultural	—			(48)			(48)
CRE investment	169			(2)			(2)
Construction & land development	—			—			—
Residential construction	—			—			—
Residential first mortgage	5			12			(93)
Residential junior mortgage	1			3			4
Retail & other	(86)			(41)			(71)
Total net (charge-offs) recoveries	$	83		$	(112)		$	(160)
Ratios:
ACL-Loans to total loans	1.02		%	1.15		%	1.07		%
Net charge-offs to average loans, annualized	(0.00)		%	0.01		%	0.01		%

Nonperforming Assets

As part of its overall credit risk management process, management is committed to an aggressive problem loan identification philosophy. This philosophy has been implemented through the ongoing monitoring and review of all pools of risk in the loan portfolio to identify problem loans early and minimize the risk of loss. Management continues to actively work with customers and monitor credit risk from the ongoing disruptions related to the pandemic, as well as economic, political, and social turmoil. See also Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for further disclosures on credit quality. For additional information see also “BALANCE SHEET ANALYSIS – Loans” and “BALANCE SHEET ANALYSIS – Allowance for Credit Losses-Loans.”

Nonperforming loans are considered one indicator of potential future loan losses. Nonperforming loans are defined as nonaccrual loans and loans 90 days or more past due but still accruing interest. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately. Nonperforming assets include nonperforming loans and other real estate owned (“OREO”). At June 30, 2022, nonperforming assets were $42 million and represented 0.56% of total assets, compared to $56 million or 0.73% of total assets at December 31, 2021.

The level of potential problem loans is another predominant factor in determining the relative level of risk in the loan portfolio and in determining the appropriate level of the ACL-Loans. Potential problem loans are generally defined by management to include loans rated as Substandard by management but that are in performing status; however, there are circumstances present which might adversely affect the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that Nicolet expects losses to occur, but that management recognizes a higher degree of risk associated with these loans. The loans that have been reported as potential problem loans are predominantly commercial-based loans covering a diverse range of businesses and real estate property types. Potential problem loans were $48 million (1.0% of loans) and $53 million (1.1% of loans) at June 30, 2022 and December 31, 2021, respectively. Potential problem loans require a heightened management review of the pace at which a credit may deteriorate, the duration of asset quality stress, and uncertainty around the magnitude and scope of economic stress that may be felt by Nicolet’s customers and on underlying real estate values.

Table 8: Nonperforming Assets


(in thousands)	June 30, 2022			December 31, 2021			June 30, 2021
Nonperforming loans:
Commercial & industrial	$	1,784		$	1,908		$	1,110
Owner-occupied CRE	5,183			4,220			1,625
Agricultural	21,054			28,367			1,820
Commercial	28,021			34,495			4,555
CRE investment	3,617			4,119			743
Construction & land development	1,044			1,071			326
Commercial real estate	4,661			5,190			1,069
Commercial-based loans	32,682			39,685			5,624
Residential construction	—			—			—
Residential first mortgage	3,580			4,132			1,135
Residential junior mortgage	221			243			113
Residential real estate	3,801			4,375			1,248
Retail & other	97			94			60
Retail-based loans	3,898			4,469			1,308
Total nonaccrual loans	36,580			44,154			6,932
Accruing loans past due 90 days or more	—			—			—
Total nonperforming loans	$	36,580		$	44,154		$	6,932
Nonaccrual loans (included above) covered by guarantees	$	4,883		$	6,776		$	1,201
OREO:
Commercial real estate owned	$	628		$	1,549		$	—
Residential real estate owned	—			99			—
Bank property real estate owned	4,378			10,307			2,895
Total OREO	5,006			11,955			2,895
Total nonperforming assets	$	41,586		$	56,109		$	9,827
Performing troubled debt restructurings	$	1,710		$	5,443		$	3,879
Ratios:
Nonperforming loans to total loans	0.73		%	0.96		%	0.25		%
Nonperforming assets to total loans plus OREO	0.83		%	1.21		%	0.35		%
Nonperforming assets to total assets	0.56		%	0.73		%	0.21		%
ACL-Loans to nonperforming loans	138		%	112		%	470		%

Deposits

Deposits represent Nicolet’s largest source of funds. Total deposits of $6.3 billion at June 30, 2022, decreased $180 million from December 31, 2021, including a $219 million reduction in core customer deposits and a $39 million increase in brokered deposits. The net decrease in deposits from year-end 2021 was due to the repricing of acquired deposits to current market rates and a reduction in retail deposits. Compared to June 30, 2021, total deposits increased $2.3 billion (60%), largely due to the Mackinac and County acquisitions. The deposit composition is presented in Table 9 below.

Table 9: Period End Deposit Composition


	June 30, 2022				December 31, 2021				June 30, 2021
(in thousands)	Amount		% of Total		Amount		% of Total		Amount		% of Total
Noninterest-bearing demand	$	2,045,732	33	%	$	1,975,705	31	%	$	1,324,994	34	%
Money market and interest-bearing demand	2,642,510		42	%	2,834,824		44	%	1,512,753		38	%
Savings	858,160		13	%	803,197		12	%	599,461		15	%
Time	739,864		12	%	852,190		13	%	501,814		13	%
Total deposits	$	6,286,266	100	%	$	6,465,916	100	%	$	3,939,022	100	%
Brokered transaction accounts	$	265,240	4	%	$	234,306	4	%	$	34,067	1	%
Brokered and listed time deposits	218,198		4	%	209,857		3	%	216,273		5	%
Total brokered deposits	$	483,438	8	%	$	444,163	7	%	$	250,340	6	%
Customer transaction accounts	$	5,281,162	84	%	$	5,379,420	83	%	$	3,403,141	87	%
Customer time deposits	521,666		8	%	642,333		10	%	285,541		7	%
Total customer deposits (core)	$	5,802,828	92	%	$	6,021,753	93	%	$	3,688,682	94	%

Lending-Related Commitments

As of June 30, 2022 and December 31, 2021, Nicolet had the following off-balance sheet lending-related commitments.

Table 10: Commitments


(in thousands)	June 30, 2022		December 31, 2021
Commitments to extend credit	$	1,564,644	$	1,433,881
Financial standby letters of credit	19,100		13,562
Performance standby letters of credit	8,049		7,336

Interest rate lock commitments to originate residential mortgage loans held for sale (included above in commitments to extend credit) and forward commitments to sell residential mortgage loans held for sale are considered derivative instruments (“mortgage derivatives”) and the notional amounts represented $16 million and $15 million, respectively, at June 30, 2022. In comparison, interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans held for sale represented $50 million and $1 million, respectively, at December 31, 2021. The net fair value of these mortgage derivatives combined was a gain of $103,000 at June 30, 2022 compared to a gain of $149,000 at December 31, 2021.

Liquidity Management

Liquidity management refers to the ability to ensure that cash is available in a timely and cost-effective manner to meet cash flow requirements of depositors and borrowers and to meet other commitments as they fall due, including the ability to service debt, invest in subsidiaries, repurchase common stock, and satisfy other operating requirements.

Funds are available from a number of basic banking activity sources including, but not limited to, the core deposit base; repayment and maturity of loans; investment securities calls, maturities, and sales; and procurement of additional brokered deposits or other wholesale funding. At June 30, 2022, approximately 52% of the $1.5 billion investment securities portfolio was pledged as collateral to secure public deposits, as applicable, and for liquidity or other purposes as required by regulation. Additional funding sources at June 30, 2022, consist of available and unused Federal funds lines, borrowing capacity at the FHLB of $840 million, and borrowing capacity in the brokered deposit market.

Management is committed to the Parent Company being a source of strength to the Bank and its other subsidiaries, and therefore, regularly evaluates capital and liquidity positions of the Parent Company in light of current and projected needs, growth or strategies. The Parent Company uses cash for normal expenses, debt service requirements, and when opportune, for common stock repurchases, repayment of debt, or investment in other strategic actions such as mergers or acquisitions. At June 30, 2022, the Parent Company had $47 million in cash. Additional cash sources available to the Parent Company include access to the public or private markets to issue new equity, subordinated notes or other debt. During 2021, Nicolet completed the private placement of $100 million in fixed-to-floating rate subordinated notes (the “Notes”) due in 2031. (See Note 8, “Short and Long-Term Borrowings” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional information on the Notes). Dividends from the Bank and, to a lesser extent, stock option exercises, also represent significant sources of cash flows for the Parent Company.

Cash and cash equivalents at June 30, 2022 and December 31, 2021 were $181 million and $595 million, respectively. The decrease in cash and cash equivalents since year-end 2021 included $49 million net cash provided by operating activities (mostly earnings), $212 million net cash used in investing activities (with strong loan growth partly offset by net cash received from the Birmingham branch sale), and $251 million net cash used in financing activities (mostly to fund deposit outflows and common stock repurchases). Management believes its liquidity resources were sufficient as of June 30, 2022 to fund loans, accommodate deposit cycles and trends, and to meet other cash needs as necessary.

Interest Rate Sensitivity Management and Impact of Inflation

A reasonable balance between interest rate risk, credit risk, liquidity risk and maintenance of yield, is highly important to Nicolet’s business success and profitability. As an ongoing part of our financial strategy and risk management, we attempt to understand and manage the impact of fluctuations in market interest rates on our net interest income. The consolidated balance sheet consists mainly of interest-earning assets (loans, investments and cash) which are primarily funded by interest-bearing liabilities (deposits and other borrowings). Such financial instruments have varying levels of sensitivity to changes in market rates of interest. Market rates are highly sensitive to many factors beyond our control, including but not limited to general economic conditions and policies of governmental and regulatory authorities. Our operating income and net income depends, to a substantial extent, on “rate spread” (i.e., the difference between the income earned on loans, investments and other earning assets and the interest expense paid to obtain deposits and other funding liabilities).

Asset-liability management policies establish guidelines for acceptable limits on the sensitivity to changes in interest rates on earnings and market value of assets and liabilities. Such policies are set and monitored by management and the board of directors’ Asset and Liability Committee.

To understand and manage the impact of fluctuations in market interest rates on net interest income, we measure our overall interest rate sensitivity through a net interest income analysis, which calculates the change in net interest income in the event of hypothetical changes in interest rates under different scenarios versus a baseline scenario. Such scenarios can involve static balance sheets, balance sheets with projected growth, parallel (or non-parallel) yield curve slope changes, immediate or gradual changes in market interest rates, and one-year or longer time horizons. The simulation modeling uses assumptions involving market spreads, prepayments of rate-sensitive instruments, renewal rates on maturing or new loans, deposit retention rates, and other assumptions.

Among other scenarios, we assessed the impact on net interest income in the event of a gradual +/-100 bps and +/-200 bps change in market rates (parallel to the change in prime rate) over a one-year time horizon to a static (flat) balance sheet. The results provided include the liquidity measures mentioned earlier and reflect the changed interest rate environment. The interest rate scenarios are used for analytical purposes only and do not necessarily represent management’s view of future market interest rate movements. Based on financial data at June 30, 2022 and December 31, 2021, the projected changes in net interest income over a one-year time horizon, versus the baseline, are presented in Table 11 below. The results are within Nicolet’s guidelines of not greater than -10% for +/- 100 bps and not greater than -15% for +/- 200 bps.

Table 11: Interest Rate Sensitivity


	June 30, 2022		December 31, 2021
200 bps decrease in interest rates	(1.3)	%	(0.3)	%
100 bps decrease in interest rates	(0.4)	%	(0.3)	%
100 bps increase in interest rates	—	%	(0.1)	%
200 bps increase in interest rates	(0.1)	%	(0.3)	%

Actual results may differ from these simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and their impact on customer behavior and management strategies.

The effect of inflation on a financial institution differs significantly from the effect on an industrial company. While a financial institution’s operating expenses, particularly salary and employee benefits, are affected by general inflation, the asset and liability structure of a financial institution consists largely of monetary items. Monetary items, such as cash, investments, loans, deposits and other borrowings, are those assets and liabilities which are or will be converted into a fixed number of dollars regardless of changes in prices. As a result, changes in interest rates have a more significant impact on a financial institution’s performance than does general inflation. Inflation may also impact the Bank’s customers, businesses and consumers and their ability or willingness to invest, save or spend, and perhaps on their ability to repay loans. As such, there would likely be impacts on the general appetite for banking products and the credit health of the Bank’s customer base.

Capital

Management regularly reviews the adequacy of its capital to ensure that sufficient capital is available for current and future needs and is in compliance with regulatory guidelines. The capital position and strategies are actively reviewed in light of perceived business risks associated with current and prospective earning levels, liquidity, asset quality, economic conditions in the markets served, and level of returns available to shareholders. Management intends to maintain an optimal capital and leverage mix for growth and shareholder return. For details on the change in capital see “BALANCE SHEET ANALYSIS.”

The Company’s and the Bank’s regulatory capital ratios remain above minimum regulatory ratios, including the capital conservation buffer. At June 30, 2022, the Bank’s regulatory capital ratios qualify the Bank as well-capitalized under the prompt-corrective action framework. This strong base of capital has allowed Nicolet to be opportunistic in the current environment and in strategic growth. A summary of the Company’s and the Bank’s regulatory capital amounts and ratios, as well as selected capital metrics are presented in the following table.

Table 12: Capital


	At or for the Six Months Ended			At or for the Year Ended
($ in thousands)	June 30, 2022			December 31, 2021
Company Stock Repurchases: *
Common stock repurchased during the period (dollars)	$	60,697		$	61,464
Common stock repurchased during the period (full shares)	661,662			793,064
Company Risk-Based Capital:
Total risk-based capital	$	791,903		$	793,410
Tier 1 risk-based capital	597,957			604,199
Common equity Tier 1 capital	560,433			567,095
Total capital ratio	13.4		%	13.8		%
Tier 1 capital ratio	10.1		%	10.5		%
Common equity tier 1 capital ratio	9.5		%	9.9		%
Tier 1 leverage ratio	8.5		%	9.4		%
Bank Risk-Based Capital:
Total risk-based capital	$	731,419		$	700,869
Tier 1 risk-based capital	690,132			664,688
Common equity Tier 1 capital	690,132			664,688
Total capital ratio	12.4		%	12.2		%
Tier 1 capital ratio	11.7		%	11.6		%
Common equity tier 1 capital ratio	11.7		%	11.6		%
Tier 1 leverage ratio	9.9		%	10.3		%
* Reflects common stock repurchased under board of director authorizations for the common stock repurchase program.

In managing capital for optimal return, we evaluate capital sources and uses, pricing and availability of our stock in the market, and alternative uses of capital (such as the level of organic growth or acquisition opportunities) in light of strategic plans. During first half 2022, $61 million was utilized to repurchase and cancel 661,662 shares of common stock, pursuant to our common stock repurchase program. At June 30, 2022, there remains $48 million authorized under this repurchase program, as modified, to be utilized from time-to-time to repurchase shares in the open market, through block transactions or in private transactions.

Critical Accounting Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the determination of the allowance for credit losses, the determination and assessment of deferred tax assets and liabilities, and the valuation of loans acquired in acquisition transactions. A discussion of these estimates can be found in the “Critical Accounting Estimates” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2021 Annual Report on Form 10-K. There have been no changes in the Company’s determination of critical accounting policies and estimates since December 31, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk at June 30, 2022, from that presented in our 2021 Annual Report on Form 10-K. See section “Interest Rate Sensitivity Management and Impact of Inflation” within Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part I, Item 2, for our interest rate sensitivity position at June 30, 2022.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. Management, under the supervision, and with the participation, of our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We and our subsidiaries may be involved from time to time in various routine legal proceedings incidental to our respective businesses. Neither we nor any of our subsidiaries are currently engaged in any legal proceedings that are expected to have a material adverse effect on our results of operations or financial position.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table contains information regarding purchases of Nicolet’s common stock made during the second quarter of 2022 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act.


	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
	(#)	($)		(#)	(#)
Period
April 1 – April 30, 2022	68,132	$	92.38	67,949
May 1 – May 31, 2022	—	$	—	—
June 1 – June 30, 2022	—	$	—	—
Total	68,132	$	92.38	67,949	667,000

a.During second quarter 2022, the Company withheld 183 common shares for minimum tax withholding settlements on restricted stock. These are not considered “repurchases” and, therefore, do not count against the maximum number of shares that may yet be purchased under the board of directors’ authorization.

b.The board of directors approved a common stock repurchase program which authorized, with subsequent modifications, the use of up to $276 million to repurchase outstanding shares of common stock. This common stock repurchase program was last modified on April 19, 2022, and has no expiration date. At June 30, 2022, approximately $48 million remained available under this common stock repurchase program, or approximately 667,000 shares of common stock (based upon the closing stock price of $72.34 on June 30, 2022).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:


Exhibit Number						Description
2.1						Agreement and Plan of Merger By and Between Nicolet Bankshares, Inc. and Charter Bankshares, Inc., dated March 29, 2022 (1)
31.1						Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002
31.2						Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002
32.1						Certification of CEO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2						Certification of CFO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101.INS						The XBRL Instance Document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document (2)
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1) Incorporated by reference to the exhibit of the same number in the Registrant’s Current Report on Form 8-K filed on March 30, 2022.

(2) Includes the following financial information included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements.

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 thereunto duly authorized.


			NICOLET BANKSHARES, INC.

August 8, 2022			/s/ Michael E. Daniels
			Michael E. Daniels
			President and Chief Executive Officer

August 8, 2022			/s/ H. Phillip Moore, Jr.
			H. Phillip Moore, Jr.
			Chief Financial Officer

Nicolet Bankshares - 10-Q quarterly report FY2022 Q2

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			PAGE
PART I	FINANCIAL INFORMATION

	Item 1.	Financial Statements:

		Consolidated Balance Sheets	3

		Consolidated Statements of Income	4

		Consolidated Statements of Comprehensive Income (Loss)	5

		Consolidated Statements of Stockholders’ Equity	6

		Consolidated Statements of Cash Flows	7

		Notes to Unaudited Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47

	Item 4.	Controls and Procedures	47

PART II	OTHER INFORMATION

	Item 1.	Legal Proceedings	49

	Item 1A.	Risk Factors	49

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

	Item 3.	Defaults Upon Senior Securities	49

	Item 4.	Mine Safety Disclosures	49

	Item 5.	Other Information	49

	Item 6.	Exhibits	50

		Signatures	51