NICOLET BANKSHARES, INC. ANNOUNCES FIRST QUARTER 2022 EARNINGS

• Net income of $24 million, compared to $16 million in prior quarter and $18 million in first quarter 2021
• Earnings per diluted common share of $1.70, compared to $1.25 in prior quarter and $1.75 in first quarter 2021
• Return on average assets of 1.30% for first quarter 2022
• Return on average common equity and return on average tangible common equity of 11.38% and 18.75%, respectively, for first quarter 2022
• Returned capital to shareholders with $54 million in stock repurchases during the quarter
• Agreement to acquire Charter Bankshares, Inc. announced March 30

GREEN BAY, Wis., April 19, 2022 /PRNewswire/ -- Nicolet Bankshares, Inc. (NASDAQ: NCBS) ("Nicolet") announced first quarter 2022 net income of $24 million and earnings per diluted common share of $1.70, compared to $16 million and $1.25 for fourth quarter 2021, and $18 million and $1.75 for first quarter 2021, respectively.  Annualized quarterly return on average assets was 1.30%, 0.96% and 1.64%, for first quarter 2022, fourth quarter 2021 and first quarter 2021, respectively.

On March 29, 2022, we entered into a definitive merger agreement with Charter Bankshares, Inc. ("Charter") pursuant to which Charter will merge with and into Nicolet.  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 December 31, 2021, Charter had total assets of $1.1 billion.  The merger is expected to close in the third quarter of 2022, subject to customary closing conditions, including approval by regulators.

"The first quarter numbers reflect our focus on relationships rather than transactions and all revenue lines working together to serve the customer. We told our team that coming together as one bank was important in our two transactions in 2021, but working together is what will produce the results," said Mike Daniels, President and CEO of Nicolet. "Our loan growth was solid, and our prospects and pipeline look strong.  Asset quality remains outstanding, and our revenue lines in all areas of the bank; commercial, retail, wealth, and agriculture are seeing that a relentless focus on serving our customers and communities continues to create wins."

"I would be remiss if I didn't give all our support areas a quick public thank you.  We have grown 60% in the last six months, and these teams have really stepped up to ensure a smooth transition.  I am constantly impressed with the attitude and effort of these teams.  I am optimistic about another smooth conversion and integration of Charter, and that we will keep our laser focus on running a great community bank," CEO Daniels added.

Executive Chairman of Nicolet Bob Atwell commented, "The market reacted quite favorably to our announced Charter transaction despite the recent retreat in bank stock prices.  Charter's historic performance, overlaid with additional Nicolet products and services, has us excited about this western expansion."  

Evaluation of financial performance and certain balance sheet line items was impacted by the timing and size of Nicolet's 2021 acquisitions, 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.  At acquisition, Mackinac added assets of $1.5 billion, loans of $0.9 billion, and deposits of $1.4 billion, while at acquisition County added assets of $1.4 billion, loans of $1.0 billion, and deposits of $1.0 billion.

At March 31, 2022, period end assets were $7.3 billion, a decrease of $0.4 billion (5%) from December 31, 2021, including $0.2 billion of assets related to the sale of the Birmingham branch in January 2022, as well as lower cash and cash equivalents from the decline in deposits.  Total loans increased $61 million from December 31, 2021, with continued reductions in PPP loans from loan forgiveness (down $16 million) more than offset by growth in the rest of the loan portfolio (up $77 million or 6.8% annualized, primarily in agricultural and commercial and industrial loans).  Total deposits of $6.2 billion at March 31, 2022, decreased $0.2 billion from December 31, 2021, due to the repricing of acquired deposits to current market rates.  Total capital was $836 million at March 31, 2022, a decrease of $56 million since December 31, 2021, mostly due to stock repurchase activity and unfavorable changes in the fair value of available for sale securities, partly offset by current quarter earnings. For the quarter ended March 31, 2022, Nicolet repurchased 593,713 shares of its common stock at a total cost of $54.4 million, or an average per share cost of $91.66.

Nonperforming assets were $49 million and represented 0.68% of total assets at March 31, 2022, compared to $56 million or 0.73% at December 31, 2021.  The allowance for credit losses-loans was $50 million and represented 1.07% of total loans at March 31, 2022, unchanged from December 31, 2021, given solid asset quality trends which offset the loan growth experienced along with negligible net charge-offs.

Net income for first quarter 2022 was $24 million, compared to net income of $16 million for fourth quarter 2021.

Net interest income was $54 million for first quarter 2022, up slightly ($0.2 million) from fourth quarter 2021, as the impact of higher average balances was substantially offset by the continued pressure of a low interest rate environment, as well as two fewer days in the quarter.  Average interest-earning assets of $6.7 billion were up $0.8 billion from fourth quarter 2021, largely due to the timing of the County acquisition.  Average loans were up $736 million (including both organic growth and the County acquisition) and average investment securities were up $306 million (reflecting 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, as well as the County acquisition), partly offset by lower balances in other interest-earning assets (down $255 million, mostly cash).  Average interest-bearing liabilities of $4.7 billion increased $678 million from fourth quarter 2021, also largely due to the timing of the County acquisition, with average interest-bearing deposits up $635 million and wholesale funding up $42 million. 

The net interest margin for first quarter 2022 was 3.23%, down 34bps from 3.57% for fourth quarter 2021. The yield on interest-earning assets decreased 37bps (to 3.48%) due to several factors including merger-related interest classification changes, the maturity or paydown of higher rate loans, and competitive pricing pressures on new and renewed loans from the then low interest rate environment.  The cost of funds decreased 5bps (to 0.35%) for first quarter 2022, attributable mainly to the lower cost of deposits.

Noninterest income was $16 million for first quarter 2022, down slightly (1%) compared to fourth quarter 2021.  Excluding net asset gains, noninterest income was $15 million, down $1 million from fourth quarter 2021.  The net asset gains for each quarter were comprised primarily of gains on sales of other real estate owned (mostly closed bank branch locations) and market gains on equity investments.  Net mortgage income of $3 million was down $1 million from fourth quarter 2021 on slowing mortgage activity. Trust services fee income and brokerage fee income combined increased $0.4 million (8%) over fourth quarter 2021.  

Noninterest expense of $38 million decreased $2 million (5%) from fourth quarter 2021. Personnel expense decreased $0.3 million (1%) from fourth quarter 2021, while non-personnel expenses decreased $1.6 million (9%).  The decrease in non-personnel expenses was largely due to $2.1 million lower merger-related expense, partly offset by $0.3 million higher intangible amortization related to the 2021 acquisitions. 

Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing, full-service, community bank providing services ranging from commercial, agricultural 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, Northern Michigan and the upper peninsula of Michigan. More information can be found at www.nicoletbank.com.

This communication contains non-GAAP financial measures, such as non-GAAP net income, non-GAAP earnings per  diluted common share, tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets, where management believes such measures to be helpful to management, investors and others in understanding Nicolet's results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measures, as well as the reconciliation of the non-GAAP measures to the GAAP financial measures, are provided.  See "Reconciliation of Non-GAAP Financial Measures (Unaudited)" below. The non-GAAP net income measure and related reconciliation provide information useful to investors in understanding the operating performance and trends of Nicolet and also aid investors in comparing Nicolet's financial performance to the financial performance of peer banks.  Management considers non-GAAP financial ratios to be critical metrics with which to analyze and evaluate financial condition and capital strengths. While non-GAAP financial measures are frequently used by stakeholders in the evaluation of a corporation, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

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 Nicolet's prospects and pipelines looking strong and business focus moving forward, as well as certain plans, expectations, goals, projections and benefits relating to the proposed merger between Nicolet and Charter, 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 with respect to its proposed merger with Charter, that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that the proposed merger will not be completed due to the failure to satisfy one or more of the conditions of the merger, including the approvals of regulators or Charter shareholders; (2) the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; (3) the risk that integration of Charter's operations with those of Nicolet will be materially delayed or will be more costly or difficult than expected; (4) the parties' inability to meet expectations regarding the timing of the proposed merger; (5) changes to tax legislation and their potential effects on the accounting for the proposed merger; (6) diversion of management's attention from ongoing business operations and opportunities due to the proposed merger; (7) the challenges of integrating and retaining key employees; (8) the effect of the announcement of the proposed merger on Nicolet's, Charter's or the combined company's respective customer and employee relationships and operating results; (9) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) dilution caused by Nicolet's issuance of additional shares of Nicolet common stock in connection with the proposed merger; (11) the magnitude and duration of the COVID pandemic and its impact on the global economy and financial market conditions and Nicolet's business, results of operations and financial condition; (12) changes in consumer demand for financial services; (13) general competitive, economic, political and market conditions and fluctuations; and additional risks that are discussed in Nicolet's SEC filings.  Please refer to Nicolet's 2021 Annual Report on Form 10-K, as well as its 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.

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SOURCE Nicolet Bankshares, Inc.