Nicolet(NIC) - 2021 Q4 - Annual Report

PART I Business Nicolet Bankshares, Inc. operates as a bank holding company through Nicolet National Bank, providing commercial, consumer, and wealth management services, with growth driven by organic expansion and strategic acquisitions, under extensive federal and state regulation Key Financial Metrics | Metric | Value (as of Dec 31, 2021) | | :--- | :--- | | Total Assets | $7.7 billion | | Loans | $4.6 billion | | Deposits | $6.5 billion | | Stockholders' Equity | $892 million | | Net Income (FY 2021) | $61 million | | Diluted EPS (FY 2021) | $5.44 | - Nicolet's growth strategy includes supplementing organic growth with merger and acquisition (M&A) activity, having successfully completed nine acquisitions since 2012[18] - The company offers a wide range of products and services through 52 branch locations, online banking, and mobile platforms, catering to both business customers (small to medium-sized businesses) and consumers[19][20] - As of December 31, 2021, Nicolet employed 856 full-time equivalent employees. The workforce was composed of 76% women and 24% men, with women holding 42% of all officer titles[23][27] - The company is extensively regulated by federal and state authorities. As a bank holding company, it is primarily supervised by the Federal Reserve, while its subsidiary, Nicolet National Bank, is regulated by the OCC[31][33][46] Risk Factors The company faces key strategic, economic, financial, legal, regulatory, compliance, and operational risks, including challenges in integrating acquisitions, economic downturns, interest rate sensitivity, credit losses, regulatory non-compliance, and cybersecurity threats - The company's growth strategy, which includes frequent mergers and acquisitions, carries risks such as difficulty in integrating operations, potential exposure to unknown liabilities of target companies, and the possibility of not realizing expected benefits[79][80] - The ongoing COVID-19 pandemic poses risks including lower loan demand, increased delinquencies, declines in collateral value, and heightened cybersecurity threats due to increased remote activity[84][85] - Profitability is highly sensitive to changes in interest rates, as net interest income is a primary driver of earnings. The company also faces uncertainty related to the transition away from the LIBOR interest rate index[95][98] - Nicolet operates in a highly regulated industry and is subject to extensive supervision. Noncompliance with regulations like the Bank Secrecy Act and anti-money laundering statutes could result in significant fines and reputational damage[100][103] - The company relies heavily on technology and third-party vendors, exposing it to operational risks such as system failures, interruptions, and security breaches which could damage its reputation and result in financial liability[109][110] Unresolved Staff Comments The company reports that there are no unresolved staff comments - None[130] Properties The company's corporate headquarters are in Green Bay, Wisconsin, with the Bank operating 52 branches (40 owned, 12 leased) as of year-end 2021, all considered adequate for current needs - The company's headquarters are at 111 North Washington Street, Green Bay, Wisconsin[131] - At the end of 2021, the Bank operated 52 branches, with 40 owned and 12 leased properties[131] Legal Proceedings The company and its subsidiaries may engage in routine legal proceedings, but currently, no proceedings are expected to materially adversely affect its financial results or position - The company is not currently engaged in any legal proceedings that are expected to have a material adverse effect on its financial condition or results of operations[133][135] Mine Safety Disclosures This item is not applicable to the company - Not applicable[136] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Nicolet's common stock trades on Nasdaq under "NCBS"; the company has not paid dividends, prioritizing earnings retention for growth, and repurchased 345,166 shares for approximately $28 million in Q4 2021, with its stock performance compared against key indices - The company has not paid dividends on its common stock since its inception and does not intend to declare cash dividends in the foreseeable future, prioritizing the retention of earnings for business growth and strengthening its capital base[139] Issuer Purchases of Equity Securities (Q4 2021) | Period | Total Shares Purchased | Average Price Paid per Share ($) | | :--- | :--- | :--- | | Oct 1 – Oct 31, 2021 | — | — | | Nov 1 – Nov 30, 2021 | 4,464 | 71.22 | | Dec 1 – Dec 31, 2021 | 340,702 | 80.62 | | Total Q4 2021 | 345,166 | 80.49 | Cumulative Total Return (2016-2021) | Index | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Nicolet Bankshares, Inc. | $100.00 | $114.78 | $102.33 | $154.85 | $139.13 | $179.81 | | S&P 500 Index | $100.00 | $121.83 | $116.49 | $153.17 | $181.35 | $233.41 | | KBW Nasdaq Bank Index | $100.00 | $118.59 | $97.58 | $132.84 | $119.14 | $164.80 | Management's Discussion and Analysis of Financial Condition and Results of Operations Nicolet's 2021 performance was significantly impacted by acquisitions, increasing total assets by 69% to $7.7 billion and driving growth in net interest income, loans, and deposits, while maintaining stable net income and strong capital despite acquisition-related expenses and credit loss provisions Overview 2021 was transformative for Nicolet, with acquisitions adding $3.0 billion in assets, increasing total assets to $7.7 billion (a 69% increase), and net income reaching $61 million, with 2022 focusing on integration, organic growth, and leveraging rising interest rates - Completed the acquisition of County Bancorp, adding $1.4 billion in assets, and Mackinac Financial Corporation, adding $1.6 billion in assets[148] Key Financial Highlights | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net Income | $61 million | $60 million | | Diluted EPS | $5.44 | $5.70 | | Total Assets | $7.7 billion | $4.6 billion | | Total Loans | $4.6 billion | $2.8 billion | | Total Deposits | $6.5 billion | $3.9 billion | - Nonperforming assets increased to $56 million (0.73% of total assets) from $13 million in 2020, largely due to nonaccrual agricultural loans acquired with County[151] - Key objectives for 2022 include the successful cultural integration of acquired entities, achieving solid organic growth, and positioning the asset-sensitive balance sheet to benefit from expected interest rate increases[152] Income Statement Analysis Income statement analysis shows 22% growth in net interest income to $158 million driven by acquisitions, a $14.9 million provision for credit losses, 8% growth in noninterest income to $67 million, and a 28% rise in noninterest expense to $129 million due to increased personnel and merger costs Income Statement Summary (in millions) | Income Statement Item | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $158.0M | $129.3M | +22% | | Provision for Credit Losses | $14.9M | $10.3M | +45% | | Noninterest Income | $67.4M | $62.6M | +8% | | Noninterest Expense | $129.3M | $100.7M | +28% | | Net Income | $60.7M | $60.5M | +0.3% | - Tax-equivalent net interest income increased by $29 million (22%) in 2021, primarily due to higher loan volumes from acquisitions and organic growth. The net interest margin remained relatively stable at 3.37%, down just 1 basis point from 2020[168][173] - The $14.9 million provision for credit losses in 2021 was mostly due to the required Day 2 allowance for credit losses (ACL) increase from the acquisitions of County and Mackinac[175] - Noninterest income growth was driven by a 23% increase in combined trust and brokerage fees and a $4.2 million net asset gain, which helped offset an 8% decline in mortgage income from record 2020 levels[177][178] - The 28% rise in noninterest expense was primarily due to a $13 million (24%) increase in personnel costs and a $4.6 million increase in merger-related expenses, reflecting the expanded operations from acquisitions[179][180] Balance Sheet Analysis The balance sheet expanded significantly in 2021 due to acquisitions, with total loans growing 66% to $4.6 billion, deposits increasing 65% to $6.5 billion, and the investment portfolio tripling to $1.6 billion, while nonperforming assets rose to $56 million due to acquired agricultural loans - Total loans increased by $1.8 billion (66%) to $4.6 billion at year-end 2021, largely due to the acquisitions of Mackinac ($0.9 billion in loans) and County ($1.0 billion in loans)[183] - The loan portfolio composition shifted, with agricultural loans increasing from 4% to 17% of total loans, primarily due to the acquisition of County, a premier agricultural lender[183][188] - The Allowance for Credit Losses (ACL) on loans increased to $50 million (1.07% of loans) from $32 million, with the increase largely attributable to the Day 2 allowance and purchased credit deteriorated (PCD) loans from the 2021 acquisitions[201] - Nonperforming assets rose to $56 million (0.73% of total assets) from $13 million, with nonaccrual loans increasing to $44 million, largely due to nonaccrual agricultural loans acquired with County[206] - The investment securities portfolio grew to $1.6 billion, including $922 million in available-for-sale securities and a newly established $652 million held-to-maturity portfolio, which includes approximately $500 million of U.S. Treasury securities purchased to deploy excess cash[211] - Total deposits increased by $2.6 billion (65%) to $6.5 billion, driven by acquisitions and strong growth in core customer deposits, which represent 93% of total deposits[214][217] Risk Management and Capital Nicolet maintains strong liquidity and is asset-sensitive, expecting to benefit from rising interest rates, while its capital levels remain robust, with all regulatory ratios well above minimums, and $61 million in stock repurchased in 2021 - The company maintains a stable core customer deposit base and has ample liquidity, with available funding sources including $195 million in Federal funds lines and $355 million in FHLB borrowing capacity at year-end 2021[224][226] - Nicolet is asset-sensitive, and an increase in interest rates is expected to increase net interest income over time. A simulation at December 31, 2021, showed a 200 bps increase in rates would have a minimal (-0.3%) impact on net interest income over one year, a significant change from the +8.1% impact projected at year-end 2020[152][234] - The Company and the Bank's regulatory capital ratios remain well above minimum requirements, including the capital conservation buffer. The Bank qualifies as "well-capitalized" under the prompt-corrective action framework[238] Regulatory Capital Ratios (Company) | Capital Ratio (Company) | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total risk-based capital | 13.8% | 12.9% | | Tier 1 capital | 10.5% | 12.2% | | Common equity tier 1 | 9.9% | 11.4% | | Tier 1 leverage | 9.4% | 9.0% | - During 2021, the company utilized $61 million to repurchase and cancel approximately 793,000 shares at an average price of $77.50 per share[240] Critical Accounting Estimates Management identifies Business Combinations, Allowance for Credit Losses (ACL), and Income Taxes as critical accounting estimates, each requiring significant judgment in valuing acquired loans, forecasting credit losses under CECL, and assessing deferred tax asset realizability - The valuation of loans acquired in business combinations is a critical estimate, involving significant judgment regarding factors like remaining life, loss ratios, and the net present value of expected cash flows[247][248] - The Allowance for Credit Losses (ACL) is a critical estimate requiring management to interpret many qualitative and quantitative factors. The CECL model, adopted in 2020, incorporates historical loss rates, qualitative adjustments, and reasonable and supportable economic forecasts[249][250] - The accounting for income taxes is considered critical due to the use of estimates and judgments concerning accounting pronouncements and tax codes, particularly in assessing the realizability of deferred tax assets[252] Quantitative and Qualitative Disclosures about Market Risk This section refers to the 'Interest Rate Sensitivity Management and Impact of Inflation' discussion within Item 7 for details on the company's market risk management, particularly interest rate risk - For disclosures about market risk, refer to the section "Interest Rate Sensitivity Management and Impact of Inflation" in Item 7 of this report[254] Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements for fiscal year 2021, including Balance Sheets, Income Statements, Comprehensive Income, Stockholders' Equity, and Cash Flows, along with detailed notes on accounting policies and independent auditor reports Consolidated Financial Statements The consolidated financial statements show Nicolet Bankshares, Inc.'s financial position and results, with total assets of $7.7 billion and stockholders' equity of $892 million as of December 31, 2021, and net income of $61 million on net interest income of $158 million for the year Consolidated Balance Sheet (in thousands) | Consolidated Balance Sheet (in thousands) | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Assets | $7,695,037 | $4,551,789 | | Loans, net | $4,572,164 | $2,756,928 | | Total Deposits | $6,465,916 | $3,910,399 | | Total Stockholders' Equity | $891,891 | $539,189 | Consolidated Statement of Income (in thousands) | Consolidated Statement of Income (in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Net Interest Income | $157,955 | $129,338 | | Provision for Credit Losses | $14,900 | $10,300 | | Noninterest Income | $67,364 | $62,626 | | Noninterest Expense | $129,297 | $100,719 | | Net Income | $60,652 | $60,469 | Notes to Consolidated Financial Statements The notes detail significant accounting policies and financial statement items, including 2021 acquisitions (Note 2), loan portfolio and ACL (Note 4), goodwill (Note 6), borrowings (Note 9), stock-based compensation (Note 11), and regulatory capital (Note 17) - Note 2 details the acquisitions of County Bancorp for a total purchase price of $224 million and Mackinac Financial Corporation for $229 million, which were accounted for using the acquisition method[318][319][325] - Note 4 provides a detailed roll-forward of the Allowance for Credit Losses on loans, which increased from $32.2 million at the beginning of 2021 to $49.7 million at year-end, primarily due to provisions and allowances related to acquired loans[354] - Note 9 outlines long-term borrowings, which increased to $217 million from $54 million in 2020. This includes a new $100 million subordinated note issuance in July 2021 and debt assumed from the County acquisition[405][408][409] - Note 17 confirms that both the Company and the Bank met all capital adequacy requirements as of December 31, 2021, with the Bank being categorized as "well-capitalized"[459][460] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[530] Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021, with no material changes during the fourth quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[531] - Management assessed the effectiveness of internal control over financial reporting and determined it was effective as of December 31, 2021[535] PART III Directors, Executive Officers and Corporate Governance This section incorporates by reference information from the 2022 Proxy Statement concerning the company's directors, executive officers, audit committee, and code of ethics - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2022 Proxy Statement[540] Executive Compensation This section incorporates by reference information from the 2022 Proxy Statement concerning director and executive officer compensation - Information regarding executive compensation is incorporated by reference from the 2022 Proxy Statement[545] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section incorporates by reference information from the 2022 Proxy Statement regarding beneficial ownership by the board and management, and includes a table detailing securities authorized for issuance under equity compensation plans Securities Authorized for Issuance Under Equity Compensation Plans | Plan Category | Securities to be issued upon exercise (a) | Weighted-average exercise price (b) | Securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 1,859,047 | $57.69 | 858,287 | Certain Relationships and Related Transactions, and Director Independence This section incorporates by reference information from the 2022 Proxy Statement concerning related party transactions and director independence - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the 2022 Proxy Statement[549][550] Principal Accountant Fees and Services This section incorporates by reference information from the 2022 Proxy Statement concerning fees paid to the principal accountant and the Audit Committee's pre-approval policies - Information regarding principal accountant fees and services is incorporated by reference from the 2022 Proxy Statement[551] PART IV Exhibits, Financial Statement Schedules This section provides an index of all exhibits filed as part of the Form 10-K, including merger agreements, articles of incorporation, bylaws, debt indentures, and various management and compensation agreements - Lists exhibits filed with the report, including merger agreements for Choice Bancorp, Commerce Financial, Mackinac Financial, and County Bancorp[555] Form 10-K Summary The company reports that there is no Form 10-K summary - None[563]