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 northeastern and central Wisconsin and in
Menominee, Michigan.
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 generally may be identified by the use of
words such as "believe," "expect," "anticipate," "plan," "estimate," "should,"
"will," "intend," or similar expressions. 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 expressed in forward-looking statements contained in this
document. These factors, many of which are beyond Nicolet's control, include,
but are not necessarily limited to the following:
•the effects of the COVID-19 pandemic on the business, customers, employees and
third-party service providers of Nicolet or any of its acquisition targets;
•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;
•diversion of management time on pandemic-related issues;
•adoption of new accounting standards, including the effects from the adoption
of the CECL model on January 1, 2020, or changes in existing standards;
•changes to statutes, regulations, or regulatory policies or practices resulting
from the COVID-19 pandemic;
•compliance or operational risks related to new products, services, ventures, or
lines of business, if any, that Nicolet may pursue or implement; and
•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. Nicolet specifically
disclaims any obligation to update factors or to publicly announce the results
of revisions to any of the forward-looking statements or comments included
herein to reflect future events or developments.

Overview


The following discussion is management's analysis of the consolidated financial
condition as of June 30, 2020 and December 31, 2019 and results of operations
for the three and six-month periods ended June 30, 2020 and 2019. It should be
read in conjunction with Nicolet's audited consolidated financial statements
included in Nicolet's Annual Report on Form 10-K for the year ended December 31,
2019.

The timing of Nicolet's acquisition of Choice Bancorp, Inc. ("Choice") on
November 8, 2019, at approximately 12% of pre-merger assets, impacts financial
comparisons. Certain income statement results, average balances and related
ratios for the three and six-month periods ended June 30, 2020 include Choice,
compared to no contribution from Choice for the three and six-month periods
ended June 30, 2019, and a partial period of Choice in fourth quarter 2019.
The World Health Organization declared the coronavirus COVID-19 a pandemic in
March 2020. The impacts of the COVID-19 pandemic have resulted in, among other
things, stock and global markets decline, disruption in business and leisure
activities as nation-wide stay-at-home orders were mandated, significant strain
on the health care industry as it addressed the severity of the health crisis,
and shift in the general economy (such as high unemployment, negative GDP
expectations, a 150 bps decline in Federal funds rates, and unprecedented
government stimulus), triggering a 2020 recession. The dramatic events
surrounding the pandemic and the uncertainty about the longevity of the
pandemic's affects will continue to impact future expectations about credit
costs and margins, as well as fee income and expenses.
Amid the uncertainty, Nicolet took action to increase liquidity (largely through
procurement of term brokered CDs in late March to early April), significantly
increased the credit loss provision in the first half of 2020 for the
dramatically changed
                                       27
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circumstances that continue to evolve, and recorded market losses on equity
investments held (in response to the market decline). Initial actions to keep
customers and employees safe included reducing on-site staff, increasing remote
staff, segregating leadership and key functional departments (and adding
redundancy to ensure continuity of operations should there be a COVID-19 related
incident), limiting branch access through appointment-only lobbies and
temporarily closing 11 locations. We supplemented the pay of our front-line
employees working on-site and eliminated senior management incentive accruals
for the quarter. We aggressively procured masks and other protective supplies.
Costs associated with on-site bonuses, testing, and protective supplies totaled
$0.6 million for second quarter 2020.
We sharpened our focus on configuring the Bank to more efficiently and
effectively meet customers needs. We closely evaluated our branch network for
redundancy and permanently closed seven (18%) of our 39 branches in second
quarter, which also reduced headcount by 56 employees (nearly 10% of our
workforce). As a result, $1.7 million of one-time costs were recorded during
second quarter 2020 related to lease terminations, severance, accelerated
depreciation and write-offs.
At the start of the pandemic, Nicolet employed approximately 600 people and at
peak points had 34% working remotely, 18% paid but not working due to risk
concerns or location closure, and the remainder of employees working on-site. At
June 30, 2020, Nicolet employed 544 people, with the decline primarily due to
the branch closures and efficiencies.
Given the extent of uncertainty, we guided numerous customers through new loans,
temporary loan modifications, or participation in the Paycheck Protection
Program ("PPP"). Nicolet originated $340 million of PPP loans during second
quarter 2020 for nearly 2,550 business customers, which supported approximately
40,000 employees in those underlying businesses. The PPP loans provided low 1%
coupon and potentially forgivable funds to small businesses, and are fully
guaranteed by the SBA warranting no credit loss provision. Nicolet earned on
average a 3.53% fee or $12.2 million from the SBA to process and service the PPP
loans. This aggregate fee was deferred and will be accreted ratably into
interest income over the life of the PPP loan pool, which may accelerate if
loans payoff sooner. Nicolet recognized $1.1 million of the aggregate fee into
interest income for the second quarter of 2020. Using the PPP loans as
collateral, Nicolet funded the PPP loans through the Federal Reserve's Paycheck
Protection Program Liquidity Facility ("PPPLF"), which cost 0.35% and totaled
$336 million at June 30, 2020. PPP loans funded by the PPPLF are given a zero
risk-weight in regulatory risk-based capital ratios and are excluded from
average assets in the regulatory leverage ratio. We created a micro-grant
program, providing $1.25 million of funds directly to 325 customers who
otherwise qualified for a small PPP loan of less than $5,000, no strings
attached, as a more cost beneficial, timely and impactful result for the
customer and the Company. The micro-grant program of the second quarter
represented a direct give back of 10% of the PPP fees subsequently earned. Since
the pandemic started, payment modifications were made on over 900 loans totaling
$447 million, most of which were commercial. For retail customers purchasing new
homes or refinancing, we processed a record of nearly 1,500 mortgage loans in
second quarter 2020.

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Performance Summary
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)            6/30/2020            3/31/2020            12/31/2019           9/30/2019            6/30/2019            6/30/2020            6/30/2019
Results of operations:
Interest income                                $    36,892          $    37,003          $    36,192          $    34,667          $    34,570          $    73,895          $    67,729
Interest expense                                     5,395                5,740                5,723                5,477                5,626               11,135               11,310
Net interest income                                 31,497               31,263               30,469               29,190               28,944               62,760               56,419
Provision for credit losses                          3,000                3,000                  300                  400                  300                6,000                  500
Net interest income after provision for credit
losses                                              28,497               28,263               30,169               28,790               28,644               56,760               55,919
Noninterest income                                  17,471                9,585               13,309               12,312               18,560               27,056               27,746
Noninterest expense                                 27,813               23,854               25,426               22,887               25,727               51,667               48,486
Income before income tax expense                    18,155               13,994               18,052               18,215               21,477               32,149               35,179
Income tax expense                                   4,576                3,321                5,670                4,603                2,833                7,897                6,185
Net income                                          13,579               10,673               12,382               13,612               18,644               24,252               28,994
Net income attributable to noncontrolling
interest                                               101                  118                   87                   82                   95                  219                  178
Net income attributable to Nicolet Bankshares,
Inc.                                           $    13,478          $    10,555          $    12,295          $    13,530          $    18,549          $    24,033          $    28,816
Earnings per common share:
Basic                                          $      1.29          $      1.00          $      1.22          $      1.45          $      1.98          $      2.30          $      3.06
Diluted                                        $      1.28          $      0.98          $      1.18          $      1.40          $      1.91          $      2.25          $      2.97
Common Shares:
Basic weighted average                              10,417               10,516               10,061                9,347                9,374               10,467                9,418
Diluted weighted average                            10,520               10,801               10,452                9,697                9,692               10,659                9,711
Outstanding (period end)                            10,424               10,408               10,588                9,363                9,327               10,424                9,327
Period-End Balances:
Loans                                          $ 2,821,501          $

2,607,424 $ 2,573,751 $ 2,242,931 $ 2,203,273

       $ 2,821,501          $ 2,203,273
Allowance for credit losses - loans                 29,130               26,202               13,972               13,620               13,571               29,130               13,571
Securities available-for-sale, at fair value       510,809              511,860              449,302              419,300              403,989              510,809              403,989
Goodwill and other intangibles, net                164,094              164,974              165,967              121,371              122,285              164,094              122,285
Total assets                                     4,541,228            3,732,554            3,577,260            3,105,671            3,054,813            4,541,228            3,054,813
Deposits                                         3,537,805            3,023,466            2,954,453            2,584,447            2,536,639            3,537,805            2,536,639
Stockholders' equity                               532,033              510,971              516,262              428,014              411,415              532,033              411,415
Book value per common share                          51.04                49.09                48.76                45.71                44.11                51.04                44.11
Tangible book value per common share (2)             35.30                33.24                33.08                32.75                31.00                35.30                31.00
Average Balances:
Loans                                          $ 2,823,866          $ 2,584,584          $ 2,438,908          $ 2,218,307          $ 2,189,070          $ 2,704,225          $ 2,184,272
Interest-earning assets                          3,917,499            3,167,505            2,974,974            2,763,997            2,702,357            3,542,502            2,718,557
Goodwill and other intangibles, net                164,564              165,532              147,636              121,895              122,841              165,048              123,363
Total assets                                     4,310,088            3,555,144            3,339,283            3,094,546            3,022,383            3,932,616            3,034,658
Deposits                                         3,403,188            2,920,071            2,756,295            2,563,821            2,514,226            3,161,630            2,535,459
Interest-bearing liabilities                     2,741,199            2,218,592            2,023,448            1,895,754            1,892,775            2,479,896            1,919,345
Stockholders' equity                               520,177              513,558              478,645              420,864              404,345              516,867              397,723
Financial Ratios: (1)
Return on average assets                              1.26  %              1.19  %              1.46  %              1.73  %              2.46  %              1.23  %              1.91  %
Return on average common equity                      10.42                 8.27                10.19                12.75                18.40                 9.35                14.61
Return on average tangible common equity (2)         15.24                12.20                14.74                17.95                26.43                13.74                21.18
Average equity to average assets                     12.07                14.45                14.33                13.60                13.38                13.14                13.11
Stockholders' equity to assets                       11.72                13.69                14.43                13.78                13.47                11.72                13.47
Tangible common equity to tangible assets (2)         8.41                 9.70                10.27                10.28                 9.86                 8.41                 9.86
Net interest margin                                   3.21                 3.94                 4.06                 4.19                 4.28                 3.53                 4.16
Net loan charge-offs to average loans                 0.01                 0.01                (0.01)                0.06                 0.02                 0.01                 0.01
Nonperforming loans to total loans                    0.43                 0.57                 0.55                 0.41                 0.35                 0.43                 0.35
Nonperforming assets to total assets                  0.29                 0.42                 0.42                 0.34                 0.26                 0.29                 0.26
Efficiency ratio                                     55.69                57.16                57.57                55.19                64.01                56.36                63.00
Effective tax rate                                   25.21                23.73                31.41                25.27                13.19                24.56                17.58
Selected Items:
Interest income from resolving PCI loans
(rounded)                                           N/A                  N/A             $     1,400          $     1,800          $     1,300               N/A             $     1,500
Tax-equivalent adjustment on net interest
income                                                 229                  231                  257                  251                  263                  460                  535
Tax benefit on stock-based compensation                (24)                (323)              (1,275)                (128)                (739)                (347)                (883)



(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 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.
                                       29
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Net income was $24.0 million for the six months ended June 30, 2020, a decrease
of $4.8 million or 17% from $28.8 million for the six months ended June 30,
2019. Earnings per diluted common share was $2.25 for the first six months of
2020, compared to $2.97 for the first six months of 2019.
•During second quarter 2019, net income favorably included $5.4 million (or
$0.55 of diluted earnings per common share) related to two actions combined, the
sale of 80% of Nicolet's equity investment in UFS, LLC, a data processing and
e-banking entity ($7.4 million after-tax gain included in noninterest income
under asset gains) and retirement-related compensation declared to benefit all
employees after that sale ($2.75 million, or $2.0 million after-tax cost,
included in noninterest expense under personnel), impacting the 2019
year-to-date and quarter comparisons.
•Net interest income was $62.8 million for the first six months of 2020, up $6.3
million or 11% over the first six months of 2019. Interest income grew $6.2
million attributable to favorable volumes (mostly higher loan volumes reflecting
the Choice acquisition in November 2019 and the PPP loans in second quarter
2020), partly offset by unfavorable rates due to Federal Reserve rate cuts in
late 2019 and again in March 2020. Interest expense decreased $0.2 million with
the impact of the lower interest rate mostly offset by a higher volume of
deposits. Net interest margin was 3.53% for the six months ended June 30, 2020,
compared to 4.16% for the six months ended June 30, 2019. For additional
information regarding net interest income, see "Income Statement Analysis - Net
Interest Income."
•Noninterest income was $27.1 million for the first six months of 2020, down
$0.7 million or 2% from the comparable 2019 period, mostly due to the $7.4
million gain on the equity investment sale noted above. Excluding net asset
gains (losses), noninterest income was $28.5 million for the first six months of
2020, up $8.5 million or 42% over 2019, predominantly on record net mortgage
income spurred by strong refinance activity. For additional information
regarding noninterest income, see "Income Statement Analysis - Noninterest
Income."
•Noninterest expense was $51.7 million, $3.2 million or 7% higher than the first
six months of 2019, largely due to the expanded operating base following the
Choice acquisition, as well as one-time expenses in second quarter 2020
associated with the announced branch closures, safety efforts related to the
pandemic, a micro-grant program and a merger termination charge (collectively
$4.0 million), while second quarter 2019 included $2.75 million of nonrecurring
retirement-related compensation declared. Personnel costs decreased $0.1
million, while non-personnel expenses combined increased $3.3 million or 16%
over the comparable 2019 period. For additional information regarding
noninterest expense, see "Income Statement Analysis - Noninterest Expense."
•Nonperforming assets were only $13 million, representing 0.29% of total assets
at June 30, 2020, compared to 0.42% at December 31, 2019 and 0.26% at June 30,
2019. For additional information regarding nonperforming assets, see "Balance
Sheet Analysis - Nonperforming Assets."
•At June 30, 2020, assets were $4.5 billion, up $964 million or 27% from
December 31, 2019, largely due to higher cash and cash equivalents (commensurate
with the increase in total deposits) and an increase in loans (driven by PPP
loans originated in second quarter 2020). Compared to June 30, 2019, assets
increased $1.5 billion or 49%, atttributable to the noted increases since
year-end 2019 as well as the acquisition of Choice, which added $457 million in
assets, $348 million in loans and $289 million in deposits at acquisition. For
additional balance sheet discussion see "Balance Sheet Analysis."
•At June 30, 2020, loans were $2.8 billion, 10% higher than December 31, 2019
and 28% higher than June 30, 2019. On average, loans grew $520 million or 24%
over the first six months of 2019. For additional information regarding loans,
see "Balance Sheet Analysis - Loans."
•Total deposits were $3.5 billion at June 30, 2020, an increase of 20% from
December 31, 2019 and 39% higher than June 30, 2019. Year-to-date average
deposits were $626 million or 25% higher than the first six months of 2019. 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.
                                       30
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Table 2: Average Balance Sheet and Net Interest Income Analysis - Tax-Equivalent Basis

For the Six Months Ended June 30,


                                                               2020                                                                                     2019
                                        Average                                  Average                Average                                  Average
(in thousands)                          Balance            Interest             Yield/Rate              Balance            Interest            Yield/Rate
ASSETS
Interest-earning assets
PPP Loans                            $   132,353          $  1,786                     2.67  %       $         -          $      -                       -  %
Commercial-based loans ex PPP          2,093,664            54,203                     5.12  %         1,735,829            49,282                    5.65  %
Retail-based loans                       478,208            11,613                     4.86  %           448,443            11,988                    5.35  %
Total loans, including loan fees
(1)(2)                                 2,704,225            67,602                     4.95  %         2,184,272            61,270                    5.59  %
Investment securities:
Taxable                                  345,306             4,114                     2.38  %           268,663             3,674                    2.73  %
Tax-exempt (2)                           126,402             1,402                     2.22  %           137,576             1,513                    2.20  %
Total investment securities              471,708             5,516                     2.34  %           406,239             5,187                    2.55  %
Other interest-earning assets            366,569             1,237                     0.67  %           128,046             1,807                    2.81  %
Total non-loan earning assets            838,277             6,753                     1.61  %           534,285             6,994                    2.62  %
Total interest-earning assets          3,542,502          $ 74,355                     4.16  %         2,718,557          $ 68,264                    5.00  %
Other assets, net                        390,114                                                         316,101
Total assets                         $ 3,932,616                                                     $ 3,034,658
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities
Savings                              $   372,122          $    461                     0.25  %       $   305,449          $    752                    0.50  %
Interest-bearing demand                  533,574             2,248                     0.85  %           495,878             2,549                    1.04  %
Money market accounts ("MMA")            695,838             1,080                     0.31  %           569,167             1,986                    0.70  %
Core time deposits                       413,326             3,564                     1.73  %           401,849             4,059                    2.04  %
Total interest-bearing core deposits   2,014,860             7,353                     0.73  %         1,772,343             9,346                    1.06  %
Brokered deposits                        250,422             2,059                     1.65  %            69,634               161                    0.47  %
Total interest-bearing deposits        2,265,282             9,412                     0.84  %         1,841,977             9,507                    1.04  %
PPPLF                                    118,576               210                     0.35  %                 -                 -                       -  %
Other interest-bearing liabilities        96,038             1,513                     3.12  %            77,368             1,803                    4.64  %
Total wholesale funding                  214,614             1,723                     1.59  %            77,368             1,803                    4.64  %
Total interest-bearing liabilities     2,479,896            11,135                     0.90  %         1,919,345            11,310                    1.19  %
Noninterest-bearing demand deposits      896,348                                                         693,482
Other liabilities                         39,505                                                          24,108
Stockholders' equity                     516,867                                                         397,723
Total liabilities and
 stockholders' equity                $ 3,932,616                                                     $ 3,034,658
Net interest income and rate spread                       $ 63,220                     3.26  %                            $ 56,954                    3.81  %
Tax-equivalent adjustment                                 $    460                                                        $    535
Net interest margin                                                                    3.53  %                                                        4.16  %
Selected Additional Information:
Total loans ex. PPP                  $ 2,571,872          $ 65,816                     5.07  %       $ 2,184,272          $ 61,270                    5.59  %
Total interest-earning assets ex PPP   3,410,149            72,569                     4.22  %         2,718,557            68,264                    5.00  %
Total interest-bearing liabilities
ex PPPLF                               2,361,320            10,925                     0.93  %         1,919,345            11,310                    1.19  %
Net interest rate spread ex PPP &
PPPLF                                                                                  3.29  %                                                        3.81  %


(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.

                                       31
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Table 2: Average Balance Sheet and Net Interest Income Analysis - Tax-Equivalent Basis (Continued)

For the Three Months Ended June 30,


                                                               2020                                                                                     2019
                                        Average                                  Average                Average                                  Average
(in thousands)                          Balance            Interest             Yield/Rate              Balance            Interest            Yield/Rate
ASSETS
Interest-earning assets
PPP Loans                            $   264,705          $  1,786                     2.67  %       $         -          $      -                       -  %
Commercial-based loans ex PPP          2,078,927            26,311                     5.01  %         1,742,209            25,215                    5.73  %
Retail-based loans                       480,234             5,697                     4.75  %           446,861             6,042                    5.41  %
Total loans, including loan fees
(1)(2)                                 2,823,866            33,794                     4.74  %         2,189,070            31,257                    5.66  %
Investment securities:
Taxable                                  362,703             2,042                     2.25  %           269,072             2,041                    3.03  %
Tax-exempt (2)                           126,894               710                     2.24  %           133,862               737                    2.20  %
Total investment securities              489,597             2,752                     2.25  %           402,934             2,778                    2.76  %
Other interest-earning assets            604,036               575                     0.38  %           110,353               798                    2.87  %
Total non-loan earning assets          1,093,633             3,327                     1.22  %           513,287             3,576                    2.78  %
Total interest-earning assets          3,917,499          $ 37,121                     3.76  %         2,702,357          $ 34,833                    5.11  %
Other assets, net                        392,589                                                         320,026
Total assets                         $ 4,310,088                                                     $ 3,022,383
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities
Savings                              $   393,006          $    155                     0.16  %       $   311,029          $    392                    0.50  %
Interest-bearing demand                  531,852             1,034                     0.78  %           478,447             1,228                    1.03  %
MMA                                      730,990               350                     0.19  %           559,355               976                    0.70  %
Core time deposits                       398,726             1,631                     1.65  %           406,427             2,100                    2.07  %
Total interest-bearing core deposits   2,054,574             3,170                     0.62  %         1,755,258             4,696                    1.07  %
Brokered deposits                        342,776             1,285                     1.51  %            60,115                34                    0.23  %
Total interest-bearing deposits        2,397,350             4,455                     0.75  %         1,815,373             4,730                    1.05  %
PPPLF                                    237,153               210                     0.35  %                 -                 -                       -  %
Other interest-bearing liabilities       106,696               730                     2.71  %            77,402               896                    4.59  %
Total wholesale funding                  343,849               940                     1.08  %            77,402               896                    4.59  %
Total interest-bearing liabilities     2,741,199             5,395                     0.79  %         1,892,775             5,626                    1.19  %
Noninterest-bearing demand deposits    1,005,838                                                         698,853
Other liabilities                         42,874                                                          26,410
Stockholders' equity                     520,177                                                         404,345
Total liabilities and
 stockholders' equity                $ 4,310,088                                                     $ 3,022,383
Net interest income and rate spread                       $ 31,726                     2.97  %                            $ 29,207                    3.92  %
Tax-equivalent adjustment                                 $    229                                                        $    263
Net interest margin                                                                    3.21  %                                                        4.28  %
Selected Additional Information:
Total loans ex. PPP                  $ 2,559,161          $ 32,008                     4.96  %       $ 2,189,070          $ 31,257                    5.66  %
Total interest-earning assets ex PPP   3,652,794            35,335                     3.84  %         2,702,357            34,833                    5.11  %
Total interest-bearing liabilities
ex PPPLF                               2,504,046             5,185                     0.83  %         1,892,775             5,626                    1.19  %
Net interest rate spread ex PPP &
PPPLF                                                                                  3.01  %                                                        3.92  %


(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.

                                       32
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Table 3: Volume/Rate Variance - Tax-Equivalent Basis


                                           For the Three Months Ended                                                            For the Six Months Ended
                                                  June 30, 2020                                                                        June 30, 2020
                                           Compared to June 30, 2019:                                                           Compared to June 30, 2019:
                                                                                                                                Increase (Decrease) Due to
                                      Increase (Decrease) Due to Changes in                                                             Changes in
(in thousands)                      Volume               Rate            Net (1)           Volume             Rate                 Net (1)
Interest-earning assets
PPP Loans                      $      1,786           $      -          $

1,786 $ 1,786 $ - $ 1,786 Commercial-based loans ex. PPP 5,920

             (4,824)           1,096            11,228            (6,307)                  4,921
Retail-based loans                      431               (776)            (345)              787            (1,162)                   (375)
Total loans (2)                       8,137             (5,600)           2,537            13,801            (7,469)                  6,332
Investment securities:
Taxable                                 442               (441)               1               640              (200)                    440
Tax-exempt (2)                          (39)                12              (27)             (124)               13                    (111)
Total investment securities             403               (429)             (26)              516              (187)                    329
Other interest-earning assets           699               (922)            (223)            1,319            (1,889)                   (570)
 Total non-loan earning assets        1,102             (1,351)            (249)            1,835            (2,076)                   (241)
Total interest-earning assets  $      9,239           $ (6,951)         $ 

2,288 $ 15,636 $ (9,545) $ 6,091



Interest-bearing liabilities
Savings                        $         83           $   (320)         $  (237)         $    140          $   (431)         $         (291)
Interest-bearing demand                 125               (319)            (194)              186              (487)                   (301)
MMA                                     233               (859)            (626)              374            (1,280)                   (906)
Core time deposits                      (39)              (430)            (469)              116              (611)                   (495)
Total interest-bearing core
deposits                                402             (1,928)          (1,526)              816            (2,809)                 (1,993)
Brokered deposits                       568                683            1,251               958               940                   1,898
Total interest-bearing
deposits                                970             (1,245)            (275)            1,774            (1,869)                    (95)
PPPLF                                   210                  -              210               210                 -                     210
Other interest-bearing
liabilities                              63               (229)            (166)               62              (352)                   (290)
Total wholesale funding                 273               (229)              44               272              (352)                    (80)
Total interest-bearing
liabilities                           1,243             (1,474)            (231)            2,046            (2,221)                   (175)
Net interest income            $      7,996           $ (5,477)         $ 

2,519 $ 13,590 $ (7,324) $ 6,266

(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 interest rate environment has experienced dramatic change. The Federal
Reserve steadily raised short-term interest rates during 2017 and 2018 in
support of a growing economy (up 175 bps total to 2.50% at year end 2018), and
then reduced rates by 75 bps in three moves during the second half of 2019 (to
1.75% at year end 2019) largely responding to global issues and slowing growth,
which contributed to a flattened yield curve with periods of inversion. In March
2020, the Federal Reserve dropped short-term rates by 150 bps (to 25 bps at
March 31, 2020) in two emergency moves to respond to the unprecedented economic
disruptions of the COVID-19 pandemic described in the "Overview" section, which
brought slope back into the yield curve, though still fairly flat.
Comparatively, short-term rates were 225 bps lower at June 30, 2020 than at June
30, 2019. While the following paragraphs will discuss the comparison of the six
months of 2020 and 2019, we expect that the COVID-19 pandemic impacts will
continue to evolve and pressure future 2020 quarters even further, including
continued margin pressure and potential unusual loan or deposit volume or
pricing impacts.
Tax-equivalent net interest income was $63.2 million for the first six months of
2020, comprised of net interest income of $62.8 million ($6.3 million or 11%
higher than the first six months of 2019), and a $0.5 million tax-equivalent
adjustment (down nearly $0.1 million between the periods). The $6.3 million
increase in tax-equivalent net interest income was attributable to favorable
volumes (which added $13.6 million, with $13.8 million from higher loan volumes,
due to the inclusion of Choice interest-earning assets and PPP loans) and net
unfavorable rates (which reduced net interest income by $7.3 million). The net
$7.3 million decrease from rates was from interest-earning asset rate changes in
the lower rate environment (decreasing net interest income by $9.5 million, of
which $7.5 million was from loans, and $1.9 million was from the dramatically
reduced cash rate earned), offset partly by benefits of a lower cost of funds
(improving net interest income by $2.2 million, predominantly led by $2.8
million savings from non-brokered interest-bearing core deposits, $0.4 million
savings from wholesale funds, and offset by $0.9 million more interest cost from
term brokered deposits which increased in both rate and volume).
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Between the comparable six-month periods, the interest rate spread decreased 55
bps, largely attributable to the lower interest rate environment between the
first half periods and the significantly higher concentration of low-earning
cash in the 2020 period. The 2020 interest earning asset yield declined 84 bps
to 4.16%, largely from the 64 bps decline in loans (with approximately 12 bps
related to inclusion of PPP loans at a 2.67% yield), and was also harmed by the
decrease in the loans-to-earning asset mix (to 76% compared to 80% for first
half 2019) given the significant increase in cash. The 2020 cost of funds
declined favorably by 29 bps to 0.90%, largely from improved core deposit rates
and lower variable wholesale funding rates, though offset partly by
higher-costing brokered deposits (representing 10% of interest-bearing
liabilities versus 4% for first half 2019) acquired with the Choice acquisition
and procured in March-April 2020 under competitive conditions. The contribution
from net free funds decreased 8 bps, due mostly to the reduced value in the
lower rate environment, though offset partly by the 33% increase in average net
free funds (largely from average noninterest-bearing demand deposits and
stockholders equity) between the first half periods. As a result, the
tax-equivalent net interest margin was 3.53% for first half 2020, down 63 bps
compared to 4.16% for the comparable 2019 period.
Average interest-earning assets increased to $3.5 billion, up $824 million or
30% over the 2019 comparable period, primarily due to the timing of the Choice
acquisition in November 2019, addition of PPP loans, and significantly higher
cash in second quarter 2020. Between the comparable six-month periods, average
loans increased $520 million or 24% (which includes modest organic growth, $348
million of Choice loans at acquisition and $329 million of net originated PPP
loans in second quarter 2020), while all other interest-earning assets combined
increased $304 million on average or 57%. The mix of average interest-earning
assets shifted toward lower-yielding assets, at 76% loans, 13% investments and
11% other interest-earning assets (mostly cash) for first half 2020, compared to
80%, 15% and 5%, respectively for first half 2019.
Tax-equivalent interest income was $74.4 million for first half 2020, up $6.1
million or 9% over first half 2019, while the related interest-earning asset
yield was 4.16%, down 84 bps from the comparable period in 2019. Interest income
on loans increased $6.3 million or 10% over first half 2019, aided by strong
volumes, including Choice and PPP loans. The 2020 loan yield was 4.95%, down 64
bps from first half 2019, largely from the significantly lower rate environment
impacting yields on new, renewed and variable rate loans, as well as from
inclusion of PPP loans at a 2.67% yield. Between the comparable six-month
periods, interest income on non-loan earning assets combined was down $0.2
million to $6.8 million, impacted by a 101 bps decline in the yield (to 1.61%)
in the lower rate environment, partially offset by higher average volumes (up
57%) from the significantly higher cash.
Average interest-bearing liabilities were $2.5 billion, an increase of $561
million or 29%, primarily due to the timing of the Choice acquisition in
November 2019, and the significant increase in deposits from government stimulus
activities and deposited PPP loan proceeds. The mix of average interest-bearing
liabilities was 81% core deposits, 10% brokered deposits and 9% other funding,
compared to 92%, 4% and 4%, respectively, for first half 2019, with the mix
changes (especially increased money markets and brokered deposits) influenced by
the mix of the $289 million of Choice deposits acquired, and the procurement of
brokered deposits in March-April 2020 as part of previously discussed liquidity
actions.
Interest expense decreased to $11.1 million (down $0.2 million) for first half
2020 compared to first half 2019, on larger average interest-bearing liabilities
volumes (up 29% to $2.5 billion) but at a lower overall cost of funds (down 29
bps to 0.90%). Interest expense on deposits decreased $0.1 million or 1% from
the first six months of 2019 given 23% higher average interest-bearing deposit
balances but at a lower cost (down 20 bps to 0.84%). The 2020 cost of savings,
interest-bearing demand, money market accounts and core time deposits decreased
from the first six months of 2019, by 25 bps, 19 bps, 39 bps and 31 bps,
respectively, as product rate changes were made in the lower rate environment,
and brokered deposits cost 118 bps more than the prior first half period,
largely from higher-costing term brokered funds acquired with the Choice
acquisition in November 2019 and procured during March-April 2020 under
competitive conditions as part of previously discussed liquidity actions.
Interest expense on other interest-bearing liabilities decreased $0.1 million,
on higher average balances (up $137 million) but at a lower rate (down 305 bps
to 1.59%), mostly impacted by the inclusion of the low-costing PPPLF (average
balance of $119 million for first half 2020 at a 0.35% rate), and variable rate
debt repricing and maturing advances replaced in the lower rate environment.
Provision for Credit Losses
The provision for credit losses increased to $6.0 million for the six months
ended June 30, 2020, compared to $0.5 million for the six months ended June 30,
2019, largely due to the unprecedented economic disruptions and uncertainty
surrounding the COVID-19 pandemic. The provision for credit losses was
significantly increased to $3 million in first quarter 2020 with nearly no
forward visibility in the wake of an emerging pandemic and recession. For second
quarter 2020, an additional $3 million provision was recognized on still limited
forward visibility and no material degradation of the current asset quality
metrics.
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. The appropriateness of the
ACL-Loans is affected by changes in the size and character of the loan
portfolio, changes in levels of impaired 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
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factors which could affect expected credit losses. See also Note 1, "Basis of
Presentation" and 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 policy and 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)                   2020              2019            $ Change            % Change             2020              2019            $ Change          % Change
Trust services fee income     $  1,510          $  1,569          $    (59)                  (4) %       $  3,089          $  3,037          $    52                  2  %
Brokerage fee income             2,269             2,002               267                   13             4,591             3,812              779                 20
Mortgage income, net             9,963             2,059             7,904                  384            12,290             3,262            9,028                277
Service charges on deposit
accounts                           813             1,194              (381)                 (32)            2,038             2,364             (326)               (14)
Card interchange income          1,637             1,660               (23)                  (1)            3,199             3,080              119                  4
BOLI income                        540               880              (340)                 (39)            1,243             1,339              (96)                (7)
Other income                     1,487             1,624              (137)                  (8)            2,008             3,108           (1,100)               (35)
Noninterest income without
 net gains                      18,219            10,988             7,231                   66            28,458            20,002            8,456                 42
Asset gains (losses), net         (748)            7,572            (8,320)                    N/M         (1,402)            7,744           (9,146)                  N/M
Total noninterest income      $ 17,471          $ 18,560          $ (1,089)                  (6) %       $ 27,056          $ 27,746          $  (690)                (2) %
Trust services fee income &
Brokerage fee income combined $  3,779          $  3,571          $    208                    6  %       $  7,680          $  6,849          $   831                 12  %


N/M means not meaningful.

Noninterest income was $27.1 million for first half 2020, decreasing $0.7
million or 2%, compared to $27.7 million for the comparable period of 2019,
which included a $7.4 million gain on the equity investment sale noted
previously. Noninterest income excluding net asset gains (losses) grew $8.5
million or 42% between the comparable first-half periods, predominantly on
strong net mortgage income.
Trust services fee income and brokerage fee income combined were $7.7 million,
up $0.8 million or 12% over the first six months of 2019, consistent with the
growth in accounts and assets under management, as well as the migration of some
trust accounts into brokerage accounts.
Mortgage income represents net gains received from the sale of residential real
estate loans into the secondary market, capitalized mortgage servicing rights
("MSRs"), 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 $12.3
million, increased $9.0 million or 277% between the comparable first half
periods, predominantly from higher sale gains and capitalized gains combined (up
$9.1 million or 281%, commensurate with the increase in volumes sold into the
secondary market aided by the current refinance boom), favorable changes in the
fair value of the mortgage derivatives (up $0.2 million), and higher net
servicing fees (up $0.1 million or 32% on the larger portfolio serviced for
others), partially offset by $0.4 million MSR asset impairment given higher
refinance activity. See also "Lending-Related Commitments" and Note 7, "Goodwill
and Other Intangibles and Mortgage 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 down $0.3 million to $2.0 million for
the six months ended June 30, 2020, mainly as we waived certain fees during
second quarter 2020 to provide economic relief to our customers.
Card interchange income grew $0.1 million or 4% due to higher volume and
activity, though tempered by cautionary spending of consumers amidst the
stay-at-home orders and economic uncertainty.
BOLI income was down $0.1 million between the comparable first half periods,
attributable to the difference in BOLI death benefits received in each six-month
period (down $0.2 million), partly offset by income on higher average balances
from $5 million additional BOLI purchased in mid-2019 and $6 million BOLI
acquired with Choice.
Other income of $2.0 million for the six months ended June 30, 2020 was down
$1.1 million from the comparable 2019 period, largely due to $0.5 million lower
income from our smaller equity interest in a data processing entity after the
partial sale in May
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2019, as well as a $0.3 million negative change in the value of nonqualified
deferred compensation plan assets from market declines in 2020 and $0.3 million
attributable to the fee earned on a customer loan interest rate swap in second
quarter 2019.
Net asset losses of $1.4 million in first half 2020 were primarily attributable
to unfavorable fair value marks on equity securities and the $0.1 million
write-off of Commerce common stock in connection with the terms of the mutual
termination of the Commerce merger agreement. Net asset gains of $7.7 million in
first half 2019 were comprised primarily of the $7.4 million gain on the equity
investment sale and $0.6 million of favorable fair value marks on equity
securities, partially offset by losses of $0.3 million on fixed asset disposals
and write-downs of OREO and other investments.

Noninterest Expense
Table 5: Noninterest Expense
                                                Three Months Ended June 30,                                                                                  Six Months Ended June 30,
($ in thousands)               2020              2019             Change            % Change             2020              2019             Change           % Change
Personnel                   $ 14,482          $ 15,358          $  (876)                  (6) %       $ 27,805          $ 27,895          $   (90)                 -  %
Occupancy, equipment and
office                         4,361             3,757              604                   16             8,565             7,507            1,058       

14


Business development and
marketing                      2,514             1,579              935                   59             3,873             2,860            1,013                 35
Data processing                2,399             2,350               49                    2             4,962             4,705              257                  5
Intangibles amortization         880               969              (89)                  (9)            1,873             2,022             (149)                (7)
Other expense                  3,177             1,714            1,463                   85             4,589             3,497            1,092                 31

Total noninterest expense $ 27,813 $ 25,727 $ 2,086

                8  %       $ 51,667          $ 48,486          $ 3,181                  7  %

Non-personnel expenses $ 13,331 $ 10,369 $ 2,962

              29  %       $ 23,862          $ 20,591          $ 3,271                 16  %
Average full-time
equivalent ("FTE")
employees                        570               555               15                    3  %            575               552               23                  4  %



Noninterest expense was $51.7 million, an increase of $3.2 million or 7% over
first half 2019, largely due to the expanded operating base following the Choice
acquisition, as well as one-time expenses in second quarter 2020 associated with
the announced branch closures, safety efforts related to the pandemic, a
micro-grant program and a merger termination charge (collectively $4.0 million),
while second quarter 2019 included $2.75 million of nonrecurring
retirement-related compensation declared. Personnel costs decreased $0.1
million, while non-personnel expenses combined increased $3.3 million or 16%
over first half 2019.
Personnel expense was $27.8 million for the six months ended June 30, 2020, a
decrease of $0.1 million from the comparable period in 2019. Excluding the $2.75
million nonrecurring compensation from the 2019 period, personnel expense
increased $2.7 million or 11%. The increase is due mainly to the expanded
workforce, with average FTE employees up 4% between the comparable first half
periods, strong merit increases between the periods and higher health and other
fringes. Personnel expense was also impacted by $0.2 million higher overtime to
process mortgage and PPP volume, $0.2 million severance related to the branch
closures, and $0.4 million of on-site bonus pay, offset by $0.3 million lower
nonqualified deferred compensation expense mainly tied to the plan liability
decline (similar to the related plan asset decline noted in the "Noninterest
Income" section).
Occupancy, equipment and office expense was $8.6 million for first half 2020, up
$1.1 million or 14% compared to first half 2019, with 2020 including $0.5
million of accelerated depreciation and write-offs related to the branch
closures, higher expense for software and technology to drive operational
efficiency and enhance products or services, and for additional licensing and
equipment to expand remote workers in response to the COVID-19 pandemic. First
half 2019 also included approximately $0.2 million of accelerated depreciation
for branch facility upgrades.
Business development and marketing expense was $3.9 million, up $1.0 million or
35%, between the comparable six-month periods, largely due to $1.25 million for
the micro-grant program.
Data processing expense was $5.0 million, up $0.3 million or 5% between the
comparable first half periods, with volume-based increases in core processing
charges partially offset by savings in data communication.
Intangibles amortization decreased $0.1 million between the comparable six-month
periods mainly from declining amortization on the aging intangibles of previous
acquisitions, with partially offsetting amortization from the new intangibles of
the November 2019 Choice acquisition.
Other expense was $4.6 million, up $1.1 million or 31% between the comparable
first half periods. First half 2020 included $1.0 million of lease termination
charges related to the branch closures and $0.5 million to terminate the
Commerce merger agreement, while first half 2019 included $0.3 million higher
FDIC insurance costs and a $0.3 million fraud loss contingency.
                                       36
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Income Taxes
Income tax expense was $7.9 million (effective tax rate of 24.56%) for first
half 2020, compared to $6.2 million (effective tax rate of 17.58%) for the
comparable period of 2019. The lower effective tax rate for 2019 was due to the
favorable tax treatment of the equity investment sale, BOLI death benefit
proceeds, and higher tax benefit on stock-based compensation.

Income Statement Analysis - Three Months Ended June 30, 2020 versus Three Months
Ended June 30, 2019
Net income was $13.5 million for the three months ended June 30, 2020, a
decrease of $5.1 million or 27% from $18.5 million for the three months ended
June 30, 2019. Earnings per diluted common share was $1.28 for second quarter
2020, compared to $1.91 for second quarter 2019. Net income for second quarter
2019 included $5.4 million from two nonrecurring items, a $7.4 million after-tax
gain on the partial sale of its equity interest in a data processing entity, and
$2.75 million ($2.0 million after-tax) in personnel expense for
retirement-related compensation declared.
Tax-equivalent net interest income was $31.7 million for second quarter 2020,
comprised of net interest income of $31.5 million ($2.6 million or 9% over
second quarter 2019), and a tax-equivalent adjustment of $0.2 million (down
slightly from second quarter 2019). Tax-equivalent interest income increased
$2.3 million between the second quarter periods, with $9.2 million from stronger
volumes (led by average loans which grew $635 million or 29% over second quarter
2019, mostly from the PPP loans and the loans acquired with Choice, and
significantly higher cash, up $494 million to represent 15% of interest-earning
assets for second quarter 2020 compared to 4% for second quarter 2019), partly
offset by $7.0 million from lower yields across most interest-earning assets
given the Federal Reserve interest rate cuts in second half 2019 and March 2020.
Interest expense decreased $0.2 million from second quarter 2019, as the impact
of the lower interest rate environment more than offset the higher average
deposit and funding balances. 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 2020 was 3.21%, down from 4.28% for
second quarter 2019, heavily influenced by the changing balance sheet mix,
especially to low-earning cash. The yield on interest-earning assets of 3.76%
declined 135 bps from second quarter 2019 (mostly due to the dramatic increase
in cash that generally earns 10 bps since March 2020, as well as the low rate on
the PPP loans). The yield on loans excluding PPP loans was 4.96%, 70 bps lower
than second quarter 2019 mostly attributable to the impact of the lower interest
rate environment on variable loans offset partly by floors and the mix of fixed
rate loans. The cost of funds of 0.79% declined 40 bps during the comparable
quarters as both deposit and other funding costs were adjusted down in the lower
interest rate environment, as well as the inclusion of PPPLF funds costing 35
bps.
Provision for credit losses in second quarter 2020 was $3.0 million, compared to
provision for credit losses of $0.3 million for second quarter 2019 given the
vastly different economic conditions between the second quarter periods and the
evolving impact of current credit stress on our customers. Net charge-offs were
negligible for the comparable second quarter periods at 0.01% and 0.02%, for
second quarter 2020 and 2019, respectively.
Noninterest income was $17.5 million for second quarter 2020, a decrease of $1.1
million (6%) from second quarter 2019, largely due to the 2019 gain from the
equity investment sale noted above. Noninterest income excluding net asset gains
(losses) was $18.2 million, an increase of $7.2 million (66%) over second
quarter 2019, driven by strong secondary mortgage income. Net mortgage income of
$10.0 million for second quarter 2020 was up $7.9 million (384%) over second
quarter 2019 from higher sale gains and capitalized gains combined (up $7.1
million or 334%, commensurate with the increase in volumes sold into the
secondary market, aided by the current refinance boom), a larger servicing
portfolio, and a $0.9 million favorable change in the fair value of the mortgage
derivatives, partially offset by $0.2 million MSR asset impairment given higher
refinance activity. Trust services fee income and brokerage fee income combined
was up $0.2 million or 6%, consistent with the growth in assets under management
and including the migration of some trust accounts into brokerage accounts. BOLI
income was down $0.3 million between the comparable second quarter periods,
attributable to a death benefit received in second quarter 2019, partly offset
by income on the higher average balances from additional BOLI purchased in
mid-2019 and BOLI acquired with Choice. Other income decreased $0.1 million
largely due to $0.3 million lower income from our smaller equity interest in a
data processing entity after the partial sale in 2019 and $0.3 million
attributable to the fee earned on a customer loan interest rate swap in second
quarter 2019, partly offset by a $0.5 million positive change in the value of
nonqualified deferred compensation plan assets from market recoveries in second
quarter 2020. Net asset losses of $0.7 million for second quarter 2020 were
primarily attributable to unfavorable fair value marks on equity securities,
while net asset gains of $7.6 million for second quarter 2019 were largely
attributable to the $7.4 million gain on the equity investment sale noted
previously. For additional information regarding noninterest income, see "Income
Statement Analysis - Noninterest Income."
Noninterest expense was $27.8 million for second quarter 2020, an increase of
$2.1 million (8%) from second quarter 2019, including a $0.9 million decrease in
personnel expense and a $3.0 million increase in non-personnel expenses.
Excluding the $2.75 million of nonrecurring compensation from second quarter
2019, personnel expense increased $1.9 million or 15%, due to higher average FTE
employees (up 3%), strong merit increases between the years, $0.5 million higher
expense for the rise in nonqualified deferred compensation liability from market
changes, as well as $0.2 million higher overtime to process mortgage and PPP
volume, $0.2 million severance related to the branch closures, and $0.4 million
of on-site bonus pay, offset by reduced
                                       37
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incentive compensation accruals in 2020. Occupancy, equipment, and office of
$4.4 million was up $0.6 million (16%), attributable to $0.5 million of
accelerated depreciation and impairment charges for the branch closures, as well
as $0.2 million for protective supplies. Business development and marketing of
$2.5 million increased $0.9 million (59%) over second quarter 2019 largely due
to the $1.25 million micro-grant program expense, while business development
costs were dramatically reduced during the stay-at-home orders in second quarter
2020. Other expense of $3.2 million was up $1.5 million (85%) as second quarter
2020 included $1.0 million of lease termination charges related to the branch
closures and $0.5 million to terminate the Commerce merger agreement. For
additional information regarding noninterest expense, see "Income Statement
Analysis - Noninterest Expense."
Income tax expense for second quarter 2020 was $4.6 million, with an effective
tax rate of 25.21%, compared to income tax expense of $2.8 million and an
effective tax rate of 13.19% for second quarter 2019. The lower income tax
expense and effective tax rate for 2019 was due to the favorable tax treatment
of the equity investment sale, BOLI death benefit proceeds, and the higher tax
benefit on stock-based compensation.

BALANCE SHEET ANALYSIS
At June 30, 2020, assets were $4.5 billion, an increase of $964 million (27%)
from December 31, 2019. The increase from year-end 2019 was largely due to
higher cash and cash equivalents (up $641 million to $823 million, commensurate
with the increase in total deposits) and loans. Period end loans of $2.8 billion
at June 30, 2020, increased $248 million from December 31, 2019, with the
carrying value of PPP loans adding $329 million, net of an $81 million decline
in the remaining loan portfolio (led by commercial lines of credit). Total
deposits were $3.5 billion at June 30, 2020, an increase of a $583 million from
year-end 2019, with customer deposits (core) up $397 million and brokered
deposits up $186 million, influenced by liquidity objectives of customers and
the Bank in the very uncertain times. Borrowings increased $350 million mostly
due to participation in the PPPLF to fund the PPP loans. Total stockholders'
equity was $532 million, an increase of $16 million from December 31, 2019,
primarily from earnings and positive net fair value investment changes,
exceeding stock repurchases and the adoption of CECL, which negatively impacted
equity by $6 million. See also Notes 1, "Basis of Presentation" and 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
information on the adoption of CECL.
Compared to June 30, 2019, assets were $4.5 billion, up $1.5 billion or 49%.
Loans increased $618 million (28%) and deposits increased $1.0 billion (39%)
over June 30, 2019, attributable to the increases from year-end 2019 noted
above, as well as the acquisition of Choice in November 2019, which added $457
million in assets, $348 million in loans and $289 million of deposits at
acquisition. Stockholders' equity increased $121 million from June 30, 2019,
primarily due to common stock issued in the November 2019 Choice acquisition of
$79.8 million, as well as net income and positive net fair value investment
changes, partially offset by stock repurchases over the year.

Loans


In addition to the discussion that follows, see also Note 1, "Basis of
Presentation" and 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 and accounting policy 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 northeastern and central
Wisconsin and in Menominee, Michigan. The Company concentrates on originating
loans in its local markets and assisting its current loan customers. The loan
portfolio is widely diversified by types of borrowers, industry groups, and
market areas. Significant loan concentrations are considered to exist for a
financial institution when there are amounts loaned to multiple numbers of
borrowers engaged in similar activities that would cause them to be similarly
impacted by economic or other conditions. At June 30, 2020, no significant
industry concentrations existed in Nicolet's portfolio in excess of 10% of total
loans.
With the emergence of the COVID-19 pandemic and the significance of stay-at-home
orders in March 2020 particularly on restaurants, retail, arts, recreation,
tourism and other hospitality businesses, Nicolet determined its collective
concentration in these businesses at that time to be approximately 15% of its
total loan portfolio, and began proactive discussions and/or temporary loan
modifications (such as interest-only or payment deferrals) before the CARES Act
passed in late March. Such modifications are further discussed under "BALANCE
SHEET ANALYSIS - Nonperforming Assets." This collective concentration was part
of the determination for a larger first half 2020 provision, and continues to be
evaluated. It remains unknown yet how much the Paycheck Protection Program may
alleviate potential loss concerns across business operators in Nicolet's loan
portfolio who participated in the PPP. Further, it is unknown how businesses
(individual customers or industry groups) will react or survive should the
pandemic be prolonged.
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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 the process 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, 2020                                                   December 31, 2019                                            June 30, 2019
(in thousands)                         Amount               % of Total               Amount              % of Total               Amount               % of Total
Commercial & industrial            $   729,264                       26  %       $   806,189                      31  %       $   737,928                       34  %
PPP loans                              329,157                       12                    -                       -                    -                        -
Owner-occupied CRE                     495,722                       17              496,372                      19              447,554                       20
Agricultural                            99,020                        3               95,450                       4               89,250                        4
Commercial                           1,653,163                       58            1,398,011                      54            1,274,732                       58
CRE investment                         447,900                       16              443,218                      17              326,820                       15
Construction & land development        107,277                        4               92,970                       4               73,108                        3
Commercial real estate                 555,177                       20              536,188                      21              399,928                       18
Commercial-based loans               2,208,340                       78            1,934,199                      75            1,674,660                       76
Residential construction                51,332                        2               54,403                       2               38,246                        2
Residential first mortgage             417,694                       15              432,167                      17              345,061                       16
Residential junior mortgage            114,323                        4              122,771                       5              116,433                        5
Residential real estate                583,349                       21              609,341                      24              499,740                       23
Retail & other                          29,812                        1               30,211                       1               28,873                        1
Retail-based loans                     613,161                       22              639,552                      25              528,613                       24
Total loans                        $ 2,821,501                      100  %       $ 2,573,751                     100  %       $ 2,203,273                      100  %
Total loans ex. PPP loans          $ 2,492,344                       88  %       $ 2,573,751                     100  %       $ 2,203,273                      100  %


Broadly, the loan portfolio at June 30, 2020, was 78% commercial-based and 22%
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. PPP loans, however, initially added during
second quarter 2020, are fully guaranteed by the SBA, warranting no credit loss
provisions.
Commercial-based loans of $2.2 billion increased $274 million or 14% since
December 31, 2019, primarily due to the $329 million net carrying value added
with the PPP loans, partly offset by declines in the remaining commercial-based
loans (mostly commercial lines of credit), as many commercial customers funded
their current needs through the PPP loans and exercised caution in this volatile
and uncertain business climate. Commercial and industrial loans continue to be
the largest segment of Nicolet's portfolio and represented 26% of the total
portfolio at June 30, 2020.
Residential real estate loans of $583 million were down $26 million or 4% from
year-end 2019, to represent 21% of total loans at June 30, 2020. Residential
first mortgage loans include conventional first-lien home mortgages, while
residential junior mortgage real estate loans consist mainly of home equity
lines and term loans secured by junior mortgage liens. As part of its management
of originating residential mortgage loans, the vast majority of Nicolet's
long-term, fixed-rate residential real estate 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 relatively unchanged from year-end 2019, and
represented 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
In addition to the discussion that follows, see also Note 1, "Basis of
Presentation" and 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 and accounting policy on the
allowance for credit losses.
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
                                       39
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Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's 2019 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, an allocation methodology is applied by
Nicolet 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; therefore, management considers
the ACL-Loans a critical accounting policy.
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, all loans determined to be troubled debt restructurings ("restructured
loans"), plus 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. Second, 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 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, 2020, the ACL-Loans was $29.1 million (representing 1.03% of period
end loans and 1.17% of loans excluding PPP loans) compared to $14.0 million at
December 31, 2019 and $13.6 million at June 30, 2019. The increase in the
ACL-Loans was largely due to the $9.3 million impact from the adoption of CECL
(comprised of $8.5 million for the CECL impact on loan portfolio and $0.8
million for the PCD gross-up) and a much higher provision for credit losses in
2020 given the unprecedented economic disruptions and uncertainty surrounding
the COVID-19 pandemic. The components of the ACL-Loans are detailed further in
Table 7 below.
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Table 7: Allowance for Credit Losses - Loans


                                                         Six Months Ended                                            Year Ended
(in thousands)                                 June 30, 2020          June 30, 2019          December 31, 2019
ACL-Loans:
Balance at beginning of period                $      13,972          $      13,153          $         13,153
Adoption of CECL                                      8,488                      -                         -
Initial PCD ACL                                         797                      -                         -
Total impact for adoption of CECL                     9,285                      -                         -
Provision for credit losses                           6,000                    500                     1,200
Charge-offs                                            (216)                  (232)                     (927)
Recoveries                                               89                    150                       546
Net (charge-offs) recoveries                           (127)                   (82)                     (381)
Balance at end of period                      $      29,130          $      13,571          $         13,972
Net loan (charge-offs) recoveries:
Commercial & industrial                       $         (37)         $          50          $            261
Owner-occupied CRE                                        -                    (11)                      (91)
Agricultural                                              -                      -                         -
CRE investment                                          (20)                     -                         -
Construction & land development                           -                      -                         -
Residential construction                                  -                      -                      (226)
Residential first mortgage                                4                     35                        14
Residential junior mortgage                              15                    (31)                      (41)
Retail & other                                          (89)                  (125)                     (298)
Total net (charge-offs) recoveries            $        (127)         $         (82)         $           (381)

Ratios:


ACL-Loans to total loans                               1.03  %                0.62  %                   0.54  %
ACL-Loans to total loans ex. PPP loans                 1.17  %                0.62  %                   0.54  %
Net charge-offs to average loans, annualized           0.01  %                0.01  %                   0.02  %
Net charge-offs to average loans ex. PPP
loans, annualized                                      0.01  %                0.01  %                   0.02  %



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 ensure that problem loans are identified early and the
risk of loss is minimized. Management is actively working with customers and
monitoring credit risk from the unprecedented economic disruptions surrounding
the COVID-19 pandemic as described in further detail in the "Overview" section.
Since the pandemic started, over 900 loans (88% commercial and 12% retail) were
provided payment modifications on loans totaling $447 million (67% interest only
and 33% full payment deferrals) generally for 90 to 120 days. As of July 9,
2020, 24% of these loans have returned to normal payment structures, 11%
received a secondary extension to interest only for up to 90 more days (after
bringing accrued interest current), and the remainder should end their initial
modification periods by early September. 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 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. Nonaccrual loans decreased to $12 million at June 30, 2020,
compared to $14 million at December 31, 2019, largely due to pay downs on a few
larger credits. Nonperforming assets (which include nonperforming loans and
other real estate owned "OREO") were $13 million at June 30, 2020 compared to
$15 million at December 31, 2019. OREO was $1 million at both June 30, 2020 and
December 31, 2019.
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
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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 $30 million (1.1% of loans) and $23 million (0.9% of loans) at June
30, 2020 and December 31, 2019, 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, 2020          December 31, 2019         June 30, 2019
Nonperforming loans:
Commercial & industrial                         $       4,142          $          6,249          $       2,673
Owner-occupied CRE                                      3,005                     3,311                  2,462
Agricultural                                            1,711                     1,898                    828
Commercial                                              8,858                    11,458                  5,963
CRE investment                                            975                     1,073                    175
Construction & land development                           533                        20                      -
Commercial real estate                                  1,508                     1,093                    175
Commercial-based loans                                 10,366                    12,551                  6,138
Residential construction                                    -                         -                    451
Residential first mortgage                              1,067                     1,090                    739
Residential junior mortgage                               565                       480                    314
Residential real estate                                 1,632                     1,570                  1,504
Retail & other                                              -                         1                      8
Retail-based loans                                      1,632                     1,571                  1,512
Total nonaccrual loans                                 11,998                    14,122                  7,650
Accruing loans past due 90 days or more                     -                         -                      -
Total nonperforming loans                       $      11,998          $         14,122          $       7,650
OREO:
Commercial real estate owned                    $           -          $              -          $         300
Residential real estate owned                               -                         -                      -
Bank property real estate owned                         1,000                     1,000                      -
Total OREO                                              1,000                     1,000                    300
Total nonperforming assets                      $      12,998          $         15,122          $       7,950
Performing troubled debt restructurings         $           -          $            452          $         466
Ratios:
Nonperforming loans to total loans                       0.43  %                   0.55  %                0.35  %
Nonperforming assets to total loans plus OREO            0.46  %                   0.59  %                0.36  %
Nonperforming assets to total assets                     0.29  %                   0.42  %                0.26  %
ACL-Loans to nonperforming loans                        242.8  %                   98.9  %               177.4  %



Deposits
Deposits represent Nicolet's largest source of funds. The deposit composition is
presented in Table 9 below.
Total deposits of $3.5 billion at June 30, 2020, increased $583 million (20%)
over December 31, 2019, and was a large contributor to the heavy cash position
at the end of the quarter. This unusually large increase in deposits was
influenced by the very uncertain times, government stimulus payments and
pandemic stay-at-home orders, which reduced spending and increased liquidity of
consumers and businesses, and by PPP loan proceeds retained on deposit by
corporate borrowers. Noninterest-bearing demand deposits accounted for the
largest increase since December 31, 2019, up $269 million (33%), primarily due
to the deposited PPP loan proceeds. Transaction accounts combined (i.e.,
savings, money market, and interest-bearing demand) increased $189 million (12%)
to $1.7 billion at June 30, 2020, and brokered deposits grew $186 million (116%)
to $346 million, mainly due to our liquidity build executed in March-April
offset partly by maturities of acquired brokered deposits, while core time
deposits declined $61 million (14%) to $378 million, largely moving into
transaction accounts.
Compared to June 30, 2019, total deposits were up $1.0 billion or 39%. The
increase in total deposits since June 30, 2019 was largely due to the liquidity
objectives of customers and the Bank in very uncertain times (as discussed
above), as well as the acquisition of Choice, which added $289 million of
deposits at acquisition.

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Table 9: Period End Deposit Composition


                                                 June 30, 2020                                                   December 31, 2019                                          June 30, 2019
(in thousands)                           Amount              % of Total               Amount              % of Total              Amount              % of Total
Noninterest-bearing demand           $ 1,087,884                      31  %       $   819,055                     28  %       $   743,380                      29  %
Money market and interest-bearing
demand                                 1,350,009                      38  %         1,241,642                     42  %         1,054,256                      41  %
Savings                                  414,110                      12  %           343,199                     11  %           318,947                      13  %
Time                                     685,802                      19  %           550,557                     19  %           420,056                      17  %
Total deposits                       $ 3,537,805                     100  %       $ 2,954,453                    100  %       $ 2,536,639                     100  %
Brokered transaction accounts        $    38,883                       1  %       $    48,497                      1  %       $    37,020                       1  %
Brokered and listed time deposits        307,503                       9  %           111,694                      4  %            17,100                       1  %
Total brokered deposits              $   346,386                      10  %       $   160,191                      5  %       $    54,120                       2  %
Customer transaction accounts        $ 2,813,120                      79  %       $ 2,355,399                     80  %       $ 2,079,563                      82  %
Customer time deposits                   378,299                      11  %           438,863                     15  %           402,956                      16  %
Total customer deposits (core)       $ 3,191,419                      90  %       $ 2,794,262                     95  %       $ 2,482,519                      98  %



Lending-Related Commitments
As of June 30, 2020 and December 31, 2019, Nicolet had the following off-balance
sheet lending-related commitments.
Table 10: Commitments
(in thousands)                           June 30, 2020       December 31, 2019
Commitments to extend credit            $     911,573       $        773,555
Financial standby letters of credit             8,871                 

10,730


Performance standby letters of credit           8,690                  

8,469




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 represented $155 million and $99
million, respectively, at June 30, 2020. 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 $43
million and $16 million, respectively, at December 31, 2019. The net fair value
of these mortgage derivatives combined was a loss of $9,000 at June 30, 2020
compared to a gain of $79,000 at December 31, 2019.

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, pay
dividends to shareholders (if any), and satisfy other operating requirements.
Given the stable core customer deposit base, fairly consistent patterns of
activity in the core deposit base (including extra growth in core deposits
during the pandemic as previously discussed), and the minimal use of capacity
available in numerous non-core funding sources, Nicolet's liquidity levels and
resources have been sufficient to fund loans, accommodate deposit trends and
cycles, and to meet other cash needs as necessary. In early March-April 2020, in
response to the emerging crisis, management initiated preparatory actions to
further increase on-balance sheet liquidity, and brokered deposits of
approximately $200 million were procured, increasing liquid cash. These actions
were initiated prior to the passing of the CARES Act. In addition to the
on-balance sheet liquidity build, remaining liquidity facilities continue to
provide capacity and flexibility in an uncertain time. 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. All securities AFS and equity securities (included in other
investments) are reported at fair value on the consolidated balance sheet. At
June 30, 2020, approximately 31% of the $511 million securities AFS portfolio
was pledged to secure public deposits and short-term borrowings, as applicable,
and for other purposes as required by law. Additional funding sources at June
30, 2020, consist of $175 million of available and unused Federal funds lines,
available borrowing capacity at the FHLB of $164 million, and borrowing capacity
in the brokered deposit market.
Cash and cash equivalents at June 30, 2020 and December 31, 2019 were $823
million and $182 million, respectively. The increase in cash and cash
equivalents since year-end 2019 was largely attributable to the significant
increase in deposits, influenced by government stimulus payments and pandemic
stay-at-home orders, which reduced spending and increased liquidity of consumers
and businesses in these uncertain times, and PPP loan proceeds retained on
deposit by corporate
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borrowers, as well as our own liquidity actions in March-April. Management
believes its liquidity resources were sufficient as of June 30, 2020 to fund
loans, accommodate deposit cycles and trends, and to meet other cash needs as
necessary in these unsettled times.
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 or
investment in other strategic actions such as mergers or acquisitions. Dividends
from the Bank and, to a lesser extent, stock option exercises, represent
significant sources of cash flows for the parent Company. Among others,
additional cash sources available to the parent Company include access to the
public or private markets to issue new equity, subordinated debt or other debt.
At June 30, 2020, the parent Company had $64 million in cash.

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 its financial strategy and risk management,
Nicolet attempts to understand and manage the impact of fluctuations in market
interest rates on its 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, Nicolet measures its 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, Nicolet 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 in response to the
current crisis. 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, 2020 and December
31, 2019, 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 and given the relatively short nature of the
Company's balance sheet, reflect a largely unchanged risk position as expected.
Table 11: Interest Rate Sensitivity
                                        June 30, 2020      December 31, 

2019


200 bps decrease in interest rates              0.3  %                (1.8) %
100 bps decrease in interest rates              0.2  %                (1.0) %
100 bps increase in interest rates             (0.4) %                 0.8  %
200 bps increase in interest rates             (0.8) %                 1.7  %


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.
                                       44
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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 and actively reviews capital strategies 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, 2020,
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 Nicolet'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            At or for the
                                                               Months Ended                 Year Ended
($ in thousands)                                               June 30, 2020            December 31, 2019
Company Stock Repurchases: *
Common stock repurchased during the period (dollars)       $         13,903            $          18,701
Common stock repurchased during the period (full shares)            206,833                      310,781
Company Risk-Based Capital:
Total risk-based capital                                   $        424,132            $         404,573
Tier 1 risk-based capital                                           395,557                      378,608
Common equity Tier 1 capital                                        365,071                      348,454
Total capital ratio                                                    14.1    %                    13.4  %
Tier 1 capital ratio                                                   13.1    %                    12.6  %
Common equity tier 1 capital ratio                                     12.1    %                    11.6  %
Tier 1 leverage ratio                                                  10.1    %                    11.9  %
Bank Risk-Based Capital:
Total risk-based capital                                   $        350,078            $         323,432
Tier 1 risk-based capital                                           331,103                      309,460
Common equity Tier 1 capital                                        331,103                      309,460
Total capital ratio                                                    11.6    %                    10.8  %
Tier 1 capital ratio                                                   11.0    %                    10.3  %
Common equity tier 1 capital ratio                                     11.0    %                    10.3  %
Tier 1 leverage ratio                                                   8.5    %                     9.8  %

* 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. The Company's share repurchase program was temporarily
suspended effective March 21, 2020, in response to the uncertain future economic
conditions due to the pandemic. Management intends to resume repurchases given
current conditions, market opportunities and financial performance of the
Company. At June 30, 2020, there remained $7.1 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 Policies
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
valuation of loan acquisition transactions, as well as the determination of the
allowance for credit losses and income taxes. A discussion of these policies can
be found in the "Critical Accounting Policies" section in Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's 2019 Annual Report on Form 10-K. There have been no
changes in the Company's determination of critical accounting policies since
December 31, 2019. See also Note 1, "Basis of Presentation" of the Notes to
Unaudited Consolidated Financial Statements under Part I, Item 1, for changes to
the Company's accounting policies on loans and the allowance for credit losses
due to the adoption of CECL.
                                       45

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Future Accounting Pronouncements
Recent accounting pronouncements adopted are included in Note 1, "Basis of
Presentation" of the Notes to Unaudited Consolidated Financial Statements within
Part I, Item 1.
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 evaluate the impact of reference
rate reform on its consolidated financial statements.

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