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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): July 20, 2021
 
NICOLET BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin   001-37700   47-0871001
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
 
111 North Washington Street
Green Bay, Wisconsin 54301
(Address of principal executive offices)
 
(920) 430-1400
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 NCBS The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)
 
Emerging Growth Company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐






Item 2.02 Results of Operations and Financial Condition.
 
On July 20, 2021, Nicolet Bankshares, Inc. (“Nicolet”) announced its earnings for the quarter ended June 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 and, except as provided in Item 8.01 of this Current Report on Form 8-K, Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

The only information in this Current Report on Form 8-K that is being filed in compliance with Rule 425 of the Securities Act, as amended, is the information contained in the portions of the press release filed herewith as Exhibit 99.1 that relate solely to (i) the proposed merger between Nicolet Bankshares, Inc. and Mackinac Financial Corporation, and / or (ii) the proposed merger between Nicolet Bankshares, Inc. and County Bancorp, Inc.

Item 9.01 Financial Statements and Exhibits.
Exhibit No.   Description of Exhibit
99.1  
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document



Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: July 20, 2021 NICOLET BANKSHARES, INC.
       
  By:  /s/ H. Phillip Moore, Jr.  
           H. Phillip Moore, Jr.  
           Chief Financial Officer  


NICOLETBANKSHARESA08.JPG
Exhibit 99.1
 
 FOR IMMEDIATE RELEASE
 
NICOLET BANKSHARES, INC. ANNOUNCES SECOND QUARTER 2021 EARNINGS

Net income of $18.3 million, consistent with first quarter 2021 and 36% higher than second quarter 2020
Net income of $36.5 million for first six months of 2021, compared to $24.0 million for first six months of 2020
Earnings per diluted common share of $1.77 and $3.52 for the three and six months ended June 30
Return on average assets of 1.62% and 1.63% for the three and six months ended June 30
Agreement to acquire County Bancorp, Inc. announced June 22
Regulatory and shareholder approvals for Mackinac merger received

Green Bay, Wisconsin, July 20, 2021 - Nicolet Bankshares, Inc. (NASDAQ: NCBS) (“Nicolet”) announced second quarter 2021 net income of $18.3 million and earnings per diluted common share of $1.77, compared to $18.2 million and $1.75 for first quarter 2021, and $13.5 million and $1.28 for second quarter 2020, respectively. Annualized quarterly return on average assets was 1.62%, 1.64% and 1.26%, for second quarter 2021, first quarter 2021 and second quarter 2020, respectively.

Net income for the six months ended June 30, 2021 was $36.5 million and earnings per diluted common share was $3.52, compared to net income of $24.0 million and earnings per diluted common share of $2.25 for the first half of 2020. Annualized return on average assets was 1.63% and 1.23% for the first six months of 2021 and 2020, respectively.

“In the second quarter results, we see a focused effort by our team to work together, across all revenue lines, to serve our customers, communities, and each other. While most of the spotlight has been on our acquisition announcements, we understand and are executing on the most important part of our job - to run a high-performing, operationally excellent community bank,” said Mike Daniels, President and CEO of Nicolet.

“The one constant at Nicolet has always been change. We had a busy quarter, with the title changes for Bob and me, two deal announcements, and our Subordinated Notes offering. In addition, while we were welcoming Phil to his new role as CFO, we needed to replace our accounting firm from Wipfli (where Phil was a partner) to BKD. I knew our team would respond well to these changes, and the numbers prove that,” Daniels said. “All revenue lines continue to grow organically, and our value is resonating in the communities in which we operate.”

“This second quarter was a strong quarter for us,” commented Bob Atwell, Executive Chairman of Nicolet. “Seeing our customers thrive, watching our employees serving our customers so well, and being able to communicate these results to our shareholders, this is why we show up for work every day and fulfill our purpose.”

The timing of Nicolet’s acquisition of Advantage Community Bancshares, Inc. (“Advantage”) on August 21, 2020, at 4% of then pre-merger assets, impacts financial comparisons. At consummation, Advantage added $172 million in assets, $88 million in loans, $1 million in core deposit intangible, $12 million in goodwill, $141 million in deposits and four branches.

Balance Sheet Review
At June 30, 2021, period end assets were $4.6 billion, an increase of $44 million (1%) from March 31, 2021, mostly in cash and cash equivalents (up $57 million to $792 million). Total loans decreased $26 million from March 31, 2021, including a $79 million decline in PPP loans, partly offset by growth of $53 million in the rest of the loan portfolio. Total deposits of $3.9 billion at June 30, 2021, increased $38 million (1%) from March 31, 2021, with a decrease of $11 million in brokered deposits (as brokered deposits mature without renewal given our liquid position) more than offset by a $49 million increase in customer core deposits. Total capital was $559 million at June 30, 2021, an increase of $9 million



since March 31, 2021, mostly due to solid earnings, partly offset by share repurchase activity. Nicolet repurchased 157,418 shares at a total cost of $12.5 million, or an average per share cost of $79.11, during second quarter 2021.

During 2020, we originated 2,725 PPP loans totaling $351 million, bearing a 1% contractual rate, and earned a $12.3 million fee. During first half 2021, under the latest round of the SBA’s program, Nicolet originated 2,205 PPP loans totaling $160 million and earned a $9.3 million fee. Of the total fees, $5.7 million was accreted into interest in 2020 and $7.7 million was accreted in first half 2021. At June 30, 2021, the net carrying value of all remaining PPP loans was $150 million, or 5% of total loans, for a net $79 million decrease from March 31, 2021 due to loan forgiveness. The PPP loan forgiveness continues to boost overall borrower equity in their businesses and meaningfully improves the credit quality of many commercial relationships.

Asset Quality
Nonperforming assets were $10 million at June 30, consisting of $7 million of nonaccrual loans and $3 million of other real estate owned (primarily closed bank branch properties yet to be sold), and representing 0.21% of total assets, down from $13 million or 0.28% at March 31, 2021, and down from $13 million or 0.29% at June 30, 2020. Since the prior quarter, the allowance for credit losses-loans remained level at $33 million, with negligible net charge-offs (0.01% of average loans, annualized) and continued improvement in asset quality metrics. At June 30, 2021, the allowance represented 1.15% of total loans, and represented 1.22% of total loans excluding the net carrying value of PPP loans.

Income Statement Review
Net income for second quarter 2021 was $18.3 million, consistent with net income of $18.2 million for first quarter 2021 and 36% stronger than net income of $13.5 million for second quarter 2020.

Net interest income was $35.6 million for second quarter 2021, $1.9 million (6%) higher than $33.6 million for first quarter 2021, comprised of $1.4 million higher interest income and $0.5 million lower interest expense. Between the sequential quarters, the $1.9 million higher net interest income included favorable volume variances (up $0.9 million), positive rate changes (up $0.7 million), and one additional earning day (up $0.3 million).

Average interest-earning assets of $4.1 billion were up $20 million from first quarter 2021, with higher average loans (up $43 million, mostly from strong loan growth outpacing forgiveness on PPP loans) and growth in investments (up $9 million), offset by reductions in other interest-earning assets (down $33 million, mostly cash). Average interest-bearing liabilities of $2.7 billion decreased $79 million from first quarter 2021, mostly in brokered deposits (down $63 million).

The net interest margin for second quarter 2021 was 3.45%, up 14bps from 3.31% for first quarter 2021, as the yield on interest-earning assets increased 9bps (to 3.72%) and the cost of funds favorably declined 6bps (to 0.41%), while the contribution from net free funds fell 1bp. Loans yielded 4.85% for second quarter 2021, up 5bps from first quarter 2021, with total PPP loans yielding 9.35% (up 170bps over first quarter, aided mostly by accelerating fee accretion in line with loan forgiveness), while all other loans earned 4.50% (down 7bps from the prior quarter, pressured by new or renewed loans in the low rate environment). The cost of funds of 0.41% for second quarter 2021 declined 6bps on a sequential quarter basis, attributable mainly to the timing of prudent pricing actions on core interest-bearing deposits (down 5bps to 0.26% for second quarter 2021).

Noninterest income was $20.2 million for second quarter 2021, up $3.1 million (18%) compared to first quarter 2021. Excluding net asset gains (losses), noninterest income was $16.0 million, down $0.4 million (3%) from first quarter 2021. Net mortgage income of $5.6 million remains strong, though continues to slow from the record levels experienced in 2020. Trust services fee income and brokerage fee income combined increased $0.3 million (7%) over first quarter 2021. Net asset gains were $4.2 million (comprised primarily of market gains on an equity investment initial public offering during the quarter), compared to net asset gains of $0.7 million in first quarter 2021 (comprised primarily of market gains on equity securities). All remaining noninterest income categories combined increased $0.9 million from first quarter 2021 largely due to higher card interchange income and the favorable resolution of an early lease termination.

Noninterest expense of $30.7 million increased $4.7 million (18%) from first quarter 2021. Personnel expense increased $2.0 million (13%) from first quarter 2021, largely from higher equity and other incentives commensurate with the strong earnings. All non-personnel expenses combined increased $2.7 million (25%) over first quarter 2021, largely due to a $2



million contract termination charge, as well as $0.5 million for the annual Board equity retainer and higher professional costs related to the recently announced acquisitions and new subordinated notes issuance.

On April 12, 2021, we entered into a definitive merger agreement with Mackinac Financial Corporation (“Mackinac” (NASDAQ: MFNC)) pursuant to which Mackinac will merge with and into Nicolet, expanding Nicolet prominently into Northern Michigan and the Upper Peninsula of Michigan. Mackinac shareholders will receive fixed consideration of 0.22 shares of Nicolet common stock and $4.64 in cash for each share owned (approximating a 20% cash and 80% stock split), subject to provisions provided for in the merger agreement. At March 31, 2021, Mackinac had total assets of $1.5 billion, loans of $1.1 billion, deposits of $1.3 billion and equity of $170 million. On July 15, 2021, the shareholders of both Mackinac and Nicolet approved the merger at special meetings of their respective shareholders held on that date. As of July 19, 2021, Nicolet received all regulatory approvals for the Mackinc merger. The merger is expected to close in the third quarter of 2021, subject to other customary closing conditions.

On June 22, 2021, we entered into a definitive merger agreement with County Bancorp, Inc. (“County” (NASDAQ: ICBK)) pursuant to which County will merge with and into Nicolet, to become the premiere agriculture lender throughout Wisconsin. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, County shareholders will have the right to receive for each share of County common stock, at the election of each holder and subject to proration, either $37.18 in cash or 0.48 shares of Nicolet common stock. County shareholder elections will be prorated to ensure the total consideration will consist of approximately 20% cash and approximately 80% common stock. At March 31, 2021, County had total assets of $1.5 billion, loans of $1.0 billion, deposits of $1.1 billion and equity of $166 million. The merger is expected to close in the fourth quarter of 2021, subject to customary closing conditions, including approval by regulators and shareholders of both County and Nicolet.

About Nicolet Bankshares, Inc.
Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing, full-service, community bank providing services ranging from commercial and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches in Northeast and Central Wisconsin and the upper peninsula of Michigan. More information can be found at www.nicoletbank.com.

Forward Looking Statements “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the federal securities law. Such statements include, but are not limited to, statements about Nicolet’s business plans, objectives, expectations and intentions, including without limitation the continuing organic growth of Nicolet’s revenue lines, as well as certain plans, expectations, goals, projections and benefits relating to the proposed merger between Nicolet and Mackinac, as well as the proposed merger between Nicolet and County, all of which are subject to numerous assumptions, risks and uncertainties. Words or phrases such as “anticipate,” “believe,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Nicolet with the SEC, risks and uncertainties, including but not limited to risks and uncertainties for Nicolet, Mackinac, County, and the combined companies with respect to the proposed mergers, that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that any of the anticipated benefits of either or both of the proposed mergers will not be realized or will not be realized within the expected time period; (2) the risk that integration of Mackinac’s operations and / or County’s operations with those of Nicolet will be materially delayed or will be more costly or difficult than expected; (3) the parties’ inability to meet expectations regarding the timing of the proposed mergers; (4) changes to tax legislation and their potential effects on the accounting for the mergers; (5) the inability to complete the proposed merger with County due to the failure of Nicolet’s or County’s shareholders to approve and adopt the merger agreement between Nicolet and County; (6) the failure to satisfy other conditions to completion of the proposed mergers, including receipt of required regulatory and other approvals; (7) the failure of the proposed mergers to



close for any other reason; (8) diversion of management’s attention from ongoing business operations and opportunities due to the proposed mergers; (9) the challenges of integrating and retaining key employees of Mackinac, County, and / or Nicolet after the mergers; (10) the effect of the announcements of the proposed mergers on Nicolet’s, Mackinac’s, County’s, and / or the combined companies’ respective customer and employee relationships and operating results; (11) the possibility that the proposed mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (12) dilution caused by Nicolet’s issuance of additional shares of Nicolet common stock in connection with the proposed mergers; (13) the magnitude and duration of the COVID pandemic and its impact on the global economy and financial market conditions and the business, results of operations and financial condition of Nicolet, Mackinac, County, and the combined companies; (14) changes in consumer demand for financial services; and (15) general competitive, economic, political and market conditions and fluctuations. Please refer to each of Nicolet’s, Mackinac’s, and County’s Annual Report on Form 10-K for the year ended December 31, 2020, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

The COVID pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain. Continued deterioration in general business and economic conditions or turbulence in domestic financial markets could adversely affect Nicolet’s revenues and the values of its assets and liabilities, lead to a tightening of credit, and increase stock price volatility. In addition, the COVID pandemic may result in changes to statutes, regulations, or regulatory policies or practices that could affect Nicolet in substantial and unpredictable ways.

All forward-looking statements included in this communication are made as of the date hereof and are based on information available to management at that time. Except as required by law, Nicolet does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Important Information and Where to Find It
This communication relates to the proposed merger transaction involving Nicolet and County. In connection with the proposed merger, Nicolet and County will file a joint proxy statement-prospectus on Form S-4 and other relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT-PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT-PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, COUNTY, AND THE PROPOSED MERGER. When available, the joint proxy statement-prospectus will be delivered to shareholders of Nicolet and County. Investors may obtain copies of the joint proxy statement-prospectus and other relevant documents (as they become available) free of charge at the SEC’s website (www.sec.gov). Copies of the documents filed with the SEC by Nicolet will be available free of charge on Nicolet’s website at www.nicoletbank.com. Copies of the documents filed with the SEC by County will be available free of charge on County’s website at Investors.ICBK.com/documents.

Nicolet, County and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Nicolet and the shareholders of County in connection with the proposed merger. Information about the directors and executive officers of Nicolet and County will be included in the joint proxy statement-prospectus for the proposed transaction filed with the SEC. Information about the directors and executive officers of Nicolet is also included in the proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on March 2, 2021. Information about the directors and executive officers of County is also included in the proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 5, 2021. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement-prospectus and the other relevant documents filed with the SEC when they become available.





No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.



Nicolet Bankshares, Inc.
Consolidated Financial Summary (Unaudited)
At or for the Three Months Ended At or for the Six Months Ended
(In thousands, except per share data)
06/30/2021 03/31/2021 12/31/2020 09/30/2020 06/30/2020 6/30/2021 6/30/2020
Results of operations:
Interest income
$ 38,307  $ 36,876  $ 38,037  $ 37,270  $ 36,892  $ 75,183  $ 73,895 
Interest expense
2,736  3,235  4,019  4,710  5,395  5,971  11,135 
Net interest income
35,571  33,641  34,018  32,560  31,497  69,212  62,760 
Provision for credit losses
—  500  1,300  3,000  3,000  500  6,000 
Net interest income after provision for credit losses
35,571  33,141  32,718  29,560  28,497  68,712  56,760 
Noninterest income
20,178  17,126  16,879  18,691  17,471  37,304  27,056 
Noninterest expense
30,747  26,081  25,367  23,685  27,813  56,828  51,667 
Income before income tax expense
25,002  24,186  24,230  24,566  18,155  49,188  32,149 
Income tax expense
6,718  5,947  6,145  6,434  4,576  12,665  7,897 
Net income
18,284  18,239  18,085  18,132  13,579  36,523  24,252 
Net income attributable to noncontrolling interest
—  —  98  30  101  —  219 
Net income attributable to Nicolet Bankshares, Inc.
$ 18,284  $ 18,239  $ 17,987  $ 18,102  $ 13,478  $ 36,523  $ 24,033 
Earnings per common share:
Basic
$ 1.85  $ 1.82  $ 1.79  $ 1.75  $ 1.29  $ 3.67  $ 2.30 
Diluted
$ 1.77  $ 1.75  $ 1.74  $ 1.72  $ 1.28  $ 3.52  $ 2.25 
Common Shares:
Basic weighted average
9,902 9,998 10,074 10,349 10,417 9,949 10,467
Diluted weighted average
10,326 10,403 10,350 10,499 10,520 10,365 10,659
Outstanding
9,843 9,988 10,011 10,196 10,424 9,843 10,424
Noninterest Income:
Trust services fee income
$ 1,906  $ 1,775  $ 1,746  $ 1,628  $ 1,510  $ 3,681  $ 3,089 
Brokerage fee income
2,991  2,793  2,673  2,489  2,269  5,784  4,591 
Mortgage income, net
5,599  7,230  7,842  9,675  9,963  12,829  12,290 
Service charges on deposit accounts
1,136  1,091  1,133  1,037  813  2,227  2,038 
Card interchange income
2,266  1,927  1,922  1,877  1,637  4,193  3,199 
BOLI income
559  527  936  531  540  1,086  1,243 
Other noninterest income
1,529  1,072  1,247  1,237  1,487  2,601  2,008 
Noninterest income without net gains
15,986  16,415  17,499  18,474  18,219  32,401  28,458 
Asset gains (losses), net
4,192  711  (620) 217  (748) 4,903  (1,402)
Total noninterest income
$ 20,178  $ 17,126  $ 16,879  $ 18,691  $ 17,471  $ 37,304  $ 27,056 
Noninterest Expense:
Personnel expense
$ 17,084  $ 15,116  $ 15,244  $ 14,072  $ 14,482  $ 32,200  $ 27,805 
Occupancy, equipment and office
4,053  4,137  4,102  4,051  4,361  8,190  8,565 
Business development and marketing
1,210  989  713  810  2,514  2,199  3,873 
Data processing
2,811  2,658  3,074  2,658  2,399  5,469  4,962 
Intangibles amortization
790  852  860  834  880  1,642  1,873 
Other noninterest expense
4,799  2,329  1,374  1,260  3,177  7,128  4,589 
Total noninterest expense
$ 30,747  $ 26,081  $ 25,367  $ 23,685  $ 27,813  $ 56,828  $ 51,667 
Period-End Balances:
Total loans $ 2,820,331  $ 2,846,351  $ 2,789,101  $ 2,908,793  $ 2,821,501  $ 2,820,331  $ 2,821,501 
PPP loans 150,287  229,403  186,016  335,236  329,157  150,287  329,157 
Total loans, ex. PPP loans 2,670,044  2,616,948  2,603,085  2,573,557  2,492,344  2,670,044  2,492,344 
Allowance for credit losses - loans
32,561  32,626  32,173  31,388  29,130  32,561  29,130 
Securities available for sale, at fair value
562,028  558,229  539,337  535,351  510,809  562,028  510,809 
Cash and cash equivalents 792,406  735,854  802,859  853,564  822,684  792,406  822,684 
Goodwill and other intangibles, net
173,711  174,501  175,353  176,213  164,094  173,711  164,094 
Total assets
4,587,347  4,543,804  4,551,789  4,706,375  4,541,228  4,587,347  4,541,228 
Deposits
3,939,022  3,900,594  3,910,399  3,712,808  3,537,805  3,939,022  3,537,805 
Stockholders’ equity (common) 559,395  550,046  539,189  538,068  532,033  559,395  532,033 
Book value per common share
56.83  55.07  53.86  52.77  51.04  56.83  51.04 
Tangible book value per common share (1)
39.18  37.60  36.34  35.49  35.30  39.18  35.30 



 
Nicolet Bankshares, Inc.
Consolidated Financial Summary (Unaudited) - Continued
At or for the Three Months Ended At or for the Six Months Ended
(In thousands, except per share data)
06/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020 6/30/2021 6/30/2020
Average Balances:
Loans
$ 2,869,105  $ 2,825,664  $ 2,868,827  $ 2,871,256  $ 2,823,866  $ 2,847,504  $ 2,704,225 
Investment securities
537,632  528,342  520,867  496,153  489,597  533,013  471,708 
Interest-earning assets
4,109,394  4,089,603  4,091,460  4,216,106  3,917,499  4,099,553  3,542,502 
Cash and cash equivalents 716,873  750,075  714,031  864,295  614,034  733,383  376,901 
Goodwill and other intangibles, net
174,026  174,825  175,678  169,353  164,564  174,424  165,048 
Total assets
4,527,839  4,514,927  4,515,226  4,633,359  4,310,088  4,521,419  3,932,616 
Deposits
3,879,797  3,875,205  3,793,430  3,636,260  3,403,188  3,886,563  3,161,630 
Interest-bearing liabilities
2,684,871  2,764,232  2,744,578  2,933,737  2,741,199  2,724,332  2,479,896 
Stockholders’ equity (common) 550,974  544,541  537,920  537,826  520,177  547,775  516,867 
Selected Financial Ratios: (2)
Return on average assets
1.62  % 1.64  % 1.58  % 1.55  % 1.26  % 1.63  % 1.23  %
Return on average common equity
13.31  13.58  13.30  13.39  10.42  13.45  9.35 
Return on average tangible common equity (1)
19.46  20.01  19.75  19.54  15.24  19.73  13.74 
Average equity to average assets
12.17  12.06  11.91  11.61  12.07  12.12  13.14 
Stockholders’ equity to assets
12.19  12.11  11.85  11.43  11.72  12.19  11.72 
Tangible common equity to tangible assets (1)
8.74  8.60  8.31  7.99  8.41  8.74  8.41 
Net interest margin
3.45  3.31  3.29  3.06  3.21  3.38  3.53 
Efficiency ratio
59.37  51.84  48.99  46.18  55.69  55.66  56.36 
Effective tax rate
26.87  24.59  25.36  26.19  25.21  25.75  24.56 
Selected Asset Quality Information:
Nonaccrual loans
$ 6,932  $ 8,965  $ 9,455  $ 10,997  $ 11,998  $ 6,932  $ 11,998 
Other real estate owned
2,895  3,797  3,608  1,000  1,000  2,895  1,000 
Nonperforming assets
$ 9,827  $ 12,762  $ 13,063  $ 11,997  $ 12,998  $ 9,827  $ 12,998 
Net loan charge-offs (recoveries)
$ 65  $ 47  $ 515  $ 743  $ 71  $ 112  $ 126 
Allowance for credit losses-loans to loans
1.15  % 1.15  % 1.15  % 1.08  % 1.03  % 1.15  % 1.03  %
Net loan charge-offs to average loans (2)
0.01  0.01  0.07  0.10  0.01  0.01  0.01 
Nonperforming loans to total loans
0.25  0.31  0.34  0.38  0.43  0.25  0.43 
Nonperforming assets to total assets
0.21  0.28  0.29  0.25  0.29  0.21  0.29 
Selected Other Information:
Tax-equivalent adjustment net interest income
$ 232  $ 252  $ 260  $ 249  $ 229  $ 484  $ 460 
Tax benefit on stock-based compensation
$ (20) $ (234) $ (77) $ (14) $ (24) $ (254) $ (347)
Common stock repurchased (dollars) (3)
$ 12,453  $ 4,102  $ 12,909  $ 13,732  $ —  $ 16,555  $ 13,903 
Common stock repurchased (full shares) (3)
157,418  56,886  205,001  234,914  —  214,304  206,833 
Non-GAAP Financial Measures: (1)
Total assets $ 4,587,347  $ 4,543,804  $ 4,551,789  $ 4,706,375  $ 4,541,228  $ 4,587,347  $ 4,541,228 
Goodwill and other intangibles, net 173,711  174,501  175,353  176,213  164,094  173,711  164,094 
Tangible assets $ 4,413,636  $ 4,369,303  $ 4,376,436  $ 4,530,162  $ 4,377,134  $ 4,413,636  $ 4,377,134 
Stockholders’ equity (common) $ 559,395  $ 550,046  $ 539,189  $ 538,068  $ 532,033  $ 559,395  $ 532,033 
Goodwill and other intangibles, net 173,711  174,501  175,353  176,213  164,094  173,711  164,094 
Tangible common equity $ 385,684  $ 375,545  $ 363,836  $ 361,855  $ 367,939  $ 385,684  $ 367,939 
Average stockholders’ equity (common) $ 550,974  $ 544,541  $ 537,920  $ 537,826  $ 520,177  $ 547,775  $ 516,867 
Average goodwill and other intangibles, net 174,026  174,825  175,678  169,353  164,564  174,424  165,048 
Average tangible common equity $ 376,948  $ 369,716  $ 362,242  $ 368,473  $ 355,613  $ 373,351  $ 351,819 
1The ratios of tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets exclude goodwill and other intangibles, net. These financial ratios have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength. See section Non-GAAP Financial Measures for a reconciliation of these financial measures.
2Income statement-related ratios for partial-year periods are annualized.
3Reflects common stock repurchased under board of director authorizations for the common stock repurchase program.





Nicolet Bankshares, Inc.
Net Interest Income and Net Interest Margin Analysis (Unaudited)
At or for the Three Months Ended
June 30, 2021 March 31, 2021 June 30, 2020
Average Average Average Average Average Average
(In thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
ASSETS
PPP loans $ 205,639  $ 4,862  9.35  % $ 206,498  $ 3,951  7.65  % $ 264,705  $ 1,786  2.67  %
Total loans ex PPP 2,663,466  30,267  4.50  % 2,619,166  29,934  4.57  % 2,559,161  32,008  4.96  %
Total loans (1) (2)
2,869,105  35,129  4.85  % 2,825,664  33,885  4.80  % 2,823,866  33,794  4.74  %
Investment securities (2)
537,632  2,794  2.08  % 528,342  2,588  1.96  % 489,597  2,752  2.25  %
Other interest-earning assets 702,657  616  0.35  % 735,597  655  0.36  % 604,036  575  0.38  %
Total interest-earning assets 4,109,394  $ 38,539  3.72  % 4,089,603  $ 37,128  3.63  % 3,917,499  $ 37,121  3.76  %
Other assets, net 418,445  425,324  392,589 
Total assets $ 4,527,839  $ 4,514,927  $ 4,310,088 
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing core deposits $ 2,387,730  $ 1,523  0.26  % $ 2,395,948  $ 1,841  0.31  % $ 2,054,574  $ 3,170  0.62  %
Brokered deposits 253,816  910  1.44  % 316,589  1,081  1.38  % 342,776  1,285  1.51  %
Total interest-bearing deposits 2,641,546  2,433  0.37  % 2,712,537  2,922  0.44  % 2,397,350  4,455  0.75  %
PPPLF —  —  0.00  % —  —  0.00  % 237,153  210  0.35  %
Other interest-bearing liabilities 43,325  303  2.76  % 51,695  313  2.42  % 106,696  730  2.71  %
Total interest-bearing liabilities 2,684,871  $ 2,736  0.41  % 2,764,232  $ 3,235  0.47  % 2,741,199  $ 5,395  0.79  %
Noninterest-bearing demand deposits 1,256,251  1,162,668  1,005,838 
Other liabilities 35,743  43,486  42,874 
Stockholders' equity 550,974  544,541  520,177 
Total liabilities and stockholders' equity $ 4,527,839  $ 4,514,927  $ 4,310,088 
Net interest income and rate spread $ 35,803  3.31  % $ 33,893  3.16  % $ 31,726  2.97  %
Net interest margin 3.45  % 3.31  % 3.21  %
At or for the Six Months Ended
June 30, 2021 June 30, 2020
Average Average Average Average
(In thousands) Balance Interest Rate Balance Interest Rate
ASSETS
PPP loans $ 206,066  $ 8,813  8.51  % $ 132,353  $ 1,786  2.67  %
Total loans ex PPP 2,641,438  60,200  4.54  % 2,571,872  65,816  5.07  %
Total loans (1) (2)
2,847,504  69,013  4.83  % 2,704,225  67,602  4.95  %
Investment securities (2)
533,013  5,383  2.02  % 471,708  5,516  2.34  %
Other interest-earning assets 719,036  1,271  0.35  % 366,569  1,237  0.67  %
Total interest-earning assets 4,099,553  $ 75,667  3.68  % 3,542,502  $ 74,355  4.16  %
Other assets, net 421,866  390,114 
Total assets $ 4,521,419  $ 3,932,616 
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing core deposits $ 2,391,816  $ 3,364  0.28  % $ 2,014,860  $ 7,353  0.73  %
Brokered deposits 285,029  1,991  1.41  % 250,422  2,059  1.65  %
Total interest-bearing deposits 2,676,845  5,355  0.40  % 2,265,282  9,412  0.84  %
PPPLF —  —  0.00  % 118,576  210  0.35  %
Other interest-bearing liabilities 47,487  616  2.58  % 96,038  1,513  3.12  %
Total interest-bearing liabilities 2,724,332  $ 5,971  0.44  % 2,479,896  $ 11,135  0.90  %
Noninterest-bearing demand deposits 1,209,718  896,348 
Other liabilities 39,594  39,505 
Stockholders' equity 547,775  516,867 
Total liabilities and stockholders' equity $ 4,521,419  $ 3,932,616 
Net interest income and rate spread $ 69,696  3.24  % $ 63,220  3.26  %
Net interest margin 3.38  % 3.53  %
(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.