EX-99.1 2 exhibit99_12q19pressrelease.htm EXHIBIT 99.1 Exhibit


nicoletbanksharesa03.jpg
Exhibit 99.1
 
 FOR IMMEDIATE RELEASE
 
NICOLET BANKSHARES, INC. ANNOUNCES RECORD SECOND QUARTER 2019 EARNINGS AND ACQUISITION

Net income of $18.5 million, 81% above first quarter 2019 and 91% above second quarter 2018
Net income of $28.8 million for first six months of 2019, 49% higher than the comparable 2018 period
Earnings per diluted common share of $1.91 and $2.97 for the three and six months ended June 30
Net income included $5.4 million from two nonrecurring items, both in second quarter 2019
Announced agreement to acquire Choice Bancorp, Inc. in June

Green Bay, Wisconsin, July 16, 2019 - Nicolet Bankshares, Inc. (NASDAQ: NCBS) (“Nicolet”) announced record second quarter 2019 net income of $18.5 million and earnings per diluted common share of $1.91, compared to $10.3 million and $1.05 for first quarter 2019, and $9.7 million and $0.98 for second quarter 2018, respectively. Annualized quarterly return on average assets was 2.46%, 1.37% and 1.28%, for second quarter 2019, first quarter 2019 and second quarter 2018, respectively.

Net income for the six months ended June 30, 2019 was $28.8 million, 49% higher than $19.3 million for the first half of 2018, and earnings per diluted common share was $2.97, 54% higher than $1.93 for the comparable period a year ago. Annualized return on average assets for the first six months of 2019 and 2018 was 1.91% and 1.31%, respectively.

During the second quarter, Nicolet sold approximately 80% of its equity interest in UFS, LLC, a data processing and e-banking entity for a $7.4 million after-tax gain (included in noninterest income under asset gains) and recorded $2.75 million ($2.0 million after-tax) in personnel expense for retirement-related compensation declared. Combined, net of taxes, these two nonrecurring items impacted net income favorably by $5.4 million and diluted earnings per common share by $0.55.

“Second quarter earnings were our best ever,” said Bob Atwell, Chairman and CEO of Nicolet. “After removing the two unique actions noted above, second quarter net income was still outstanding at $13.2 million (28% over first quarter and 35% over second quarter of last year) and diluted earnings per share was $1.36, while the six-month annualized return on average assets was 1.56%. These results reflect a continuing trajectory of high performance, aided most notably this quarter by solid margins in a volatile rate environment, vigorous secondary mortgage activity and controlled expenses.”

“It has been an active quarter on strategic efforts,” said Mike Daniels, President and CEO of Nicolet National Bank. “After many months, we completed a partial sale of our equity interest in UFS at a healthy premium in May. Consistent with our philosophy of aligning outcomes to customers, shareholders and employees, our board approved retirement-related compensation benefiting all employees.”

"We are also excited to get back into the acquisition business after two years,” said Daniels. “We have known Choice Bank since their inception thirteen years ago and respect their commitment to community banking. Oshkosh is the 6th largest MSA in the state and my hometown. Combining our banks gives us the lead local position in Oshkosh with nearly 23% pro forma market share based on FDIC deposit data,” Daniels said.

“We look forward to welcoming the customers, employees and shareholders of Choice Bank,” said Atwell.

At June 30, 2019, assets were $3.1 billion and loans were $2.2 billion, each up slightly from March 31, 2019, while deposits remained level at $2.5 billion. Compared to a year ago, assets increased $133 million (5%), and deposits were up $81 million (3%). Loans have shown steady growth, up $37 million (2%) since year end and up $75 million (4%) from June 30, 2018.

Asset quality remained exceptional, with nonperforming assets of only $8 million, representing 0.26% of total assets at June 30, 2019. The allowance for loan losses increased to 0.62% of total loans at June 30, 2019. The provision for loan losses




was $0.3 million for second quarter 2019 (covering $0.1 million net charge-offs), compared to $0.2 million (with negligible net recoveries) for first quarter 2019, and $0.5 million (covering $0.4 million net charge-offs) for second quarter 2018.

Compared to first quarter 2019, net interest income increased $1.5 million (5%), including favorable rates, earning asset mix, and $0.3 million higher aggregate discount income. Net asset gains for second quarter 2019 included the $7.4 million gain on the partial sale of its equity investment. Excluding net asset gains, noninterest income grew $2.0 million (22%) over first quarter, including $0.9 million higher net mortgage income on strong volumes and a $0.4 million BOLI death benefit. Noninterest expense increased $3.0 million (13%) over first quarter, due principally to a $2.8 million increase in personnel expense. The linked quarter increase in personnel expense was driven by the $2.75 million retirement-related compensation actions in second quarter. Income tax expense decreased $0.5 million between the linked quarters given the favorable tax treatment of the equity investment sale, BOLI death benefit, and the tax benefit on stock-based compensation.

Net interest income increased $3.1 million (12%) between the comparable second quarter periods, driven mostly by net positive rate variances, including $0.6 million higher aggregate discount income. Net interest income and margin improvements benefited from a higher mix of average earning assets in loans, improving yields from new and repricing assets in the higher rate environment, and pricing discipline on deposits. Noninterest income excluding net asset gains increased $1.7 million (19%) mostly from stronger net mortgage income and the BOLI death benefit, while noninterest expense increased $3.3 million (15%) between the comparable second quarter periods, led by the $2.75 million retirement-related compensation.

Total capital was $411 million at June 30, 2019, an increase of $13 million or 3% since March 31, 2019, with strong second quarter earnings and net fair value investment changes partly offset by stock repurchases. During second quarter 2019, we utilized $9.1 million to repurchase and cancel approximately 151,100 shares of our common stock pursuant to our common stock repurchase program, bringing the year-to-date totals to nearly 254,000 shares repurchased for $14.7 million. At June 30, 2019, there remained $5.0 million authorized under the 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.

On June 26, 2019, Nicolet entered into a definitive merger agreement with Choice Bancorp, Inc. ("Choice") under which Choice will merge with and into Nicolet to create the largest community bank in the Oshkosh marketplace. The acquisition will involve stock-for-stock consideration at a fixed exchange ratio, subject to cap and collar provisions provided for in the merger agreement. At June 30, 2019, Choice had total assets of $444 million, loans of $349 million, deposits of $312 million, and equity of $39 million. The merger is expected to close in the fourth quarter of 2019 and remains subject to customary closing conditions, including approval by Choice shareholders and regulatory approvals.
  
About Nicolet Bankshares, Inc.
Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing, full-service, community bank providing services ranging from commercial and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches in Northeast and Central Wisconsin and the upper peninsula of Michigan. More information can be found at www.nicoletbank.com.

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





Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities law. Statements in this release that are not strictly historical are forward-looking and based upon current expectations that may differ materially from actual results. These forward-looking statements, identified by words such as “will”, “expect”, “believe” and “prospects”, involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statement made herein. These risks and uncertainties include, but are not limited to, general economic trends and changes in interest rates, increased competition, regulatory or legislative developments affecting the financial industry generally or Nicolet specifically, the interpretation of tax legislation, changes in consumer demand for financial services, the possibility of unforeseen events affecting the industry generally or Nicolet specifically, the uncertainties associated with newly developed or acquired operations and market disruptions. Nicolet undertakes no obligation to release revisions to these forward-looking statements publicly to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

In addition to factors previously disclosed in Nicolet’s reports filed with the SEC and those identified elsewhere in this report, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Nicolet and Choice and between Nicolet National Bank and Choice Bank, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (ii) Nicolet’s and Choice’s plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. Other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Nicolet’s and Choice’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements and such differences may be material.
 
The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Nicolet and Choice may not integrate successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities and cost savings from the transaction may not be fully realized or may take longer to realize than expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons, including issues arising in connection with integration of the two banks; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (7) Choice’s shareholders may fail to approve the transaction; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) the cost and availability of capital; (12) customer acceptance of the combined company’s products and services; (13) customer borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal, success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) severe catastrophic events in our geographic area; (17) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (18) the U.S. legal and regulatory framework, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (19) the impact of interest rates on margins and net interest income; and (20) competition from other financial services companies in the companies’ markets could adversely affect operations. Additional factors that could cause Nicolet’s results to differ materially from those described in the forward-looking statements can be found in Nicolet’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Nicolet, Choice or the proposed merger or other matters and attributable to Nicolet, Choice or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Nicolet and Choice do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements are made.





Nicolet Bankshares, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Financial Summary (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
At or for the Three Months Ended
 
At or for the Six Months Ended
(In thousands, except per share data)
 
6/30/2019
 
3/31/2019
 
12/31/2018
 
9/30/2018
 
6/30/2018
 
6/30/2019
 
6/30/2018
Results of operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
34,570

 
$
33,159

 
$
32,327

 
$
31,880

 
$
30,545

 
$
67,729

 
$
61,330

Interest expense
 
5,626

 
5,684

 
5,298

 
4,938

 
4,742

 
11,310

 
8,653

Net interest income
 
28,944

 
27,475

 
27,029

 
26,942

 
25,803

 
56,419

 
52,677

Provision for loan losses
 
300

 
200

 
240

 
340

 
510

 
500

 
1,020

Net interest income after provision for loan losses
 
28,644

 
27,275

 
26,789

 
26,602

 
25,293

 
55,919

 
51,657

Noninterest income
 
18,560

 
9,186

 
9,797

 
10,649

 
10,239

 
27,746

 
19,063

Noninterest expense
 
25,727

 
22,759

 
21,621

 
23,044

 
22,451

 
48,486

 
45,093

Income before income tax expense
 
21,477

 
13,702

 
14,965

 
14,207

 
13,081

 
35,179

 
25,627

Income tax expense
 
2,833

 
3,352

 
4,015

 
3,268

 
3,255

 
6,185

 
6,163

Net income
 
18,644

 
10,350

 
10,950

 
10,939

 
9,826

 
28,994

 
19,464

Net income attributable to noncontrolling interest
 
95

 
83

 
87

 
80

 
89

 
178

 
150

Net income attributable to Nicolet Bankshares, Inc.
 
$
18,549

 
$
10,267

 
$
10,863

 
$
10,859

 
$
9,737

 
$
28,816

 
$
19,314

Earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
1.98

 
$
1.09

 
$
1.14

 
$
1.13

 
$
1.01

 
$
3.06

 
$
1.99

Diluted
 
$
1.91

 
$
1.05

 
$
1.11

 
$
1.09

 
$
0.98

 
$
2.97

 
$
1.93

Common Shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic weighted average
 
9,374

 
9,461

 
9,526

 
9,633

 
9,639

 
9,418

 
9,702

Diluted weighted average
 
9,692

 
9,758

 
9,814

 
9,949

 
9,970

 
9,711

 
10,032

Outstanding
 
9,327

 
9,431

 
9,495

 
9,577

 
9,643

 
9,327

 
9,643

Noninterest Income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trust services fee income
 
$
1,569

 
$
1,468

 
$
1,583

 
$
1,638

 
$
1,671

 
$
3,037

 
$
3,277

Brokerage fee income
 
2,002

 
1,810

 
1,968

 
1,732

 
1,738

 
3,812

 
3,342

Mortgage income, net
 
2,059

 
1,203

 
1,834

 
1,902

 
1,528

 
3,262

 
2,608

Service charges on deposit accounts
 
1,194

 
1,170

 
1,208

 
1,247

 
1,200

 
2,364

 
2,390

Card interchange income
 
1,660

 
1,420

 
1,583

 
1,481

 
1,358

 
3,080

 
2,601

Other noninterest income
 
2,504

 
1,943

 
1,774

 
2,503

 
1,772

 
4,447

 
3,669

Noninterest income without net gains
 
10,988

 
9,014

 
9,950

 
10,503

 
9,267

 
20,002

 
17,887

Asset gains (losses), net
 
7,572

 
172

 
(153
)
 
146

 
972

 
7,744

 
1,176

Total noninterest income
 
$
18,560

 
$
9,186

 
$
9,797

 
$
10,649

 
$
10,239

 
$
27,746

 
$
19,063

Noninterest Expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Personnel expense
 
$
15,358

 
$
12,537

 
$
11,327

 
$
12,983

 
$
12,674

 
$
27,895

 
$
25,166

Occupancy, equipment and office
 
3,757

 
3,750

 
3,673

 
3,660

 
3,454

 
7,507

 
7,241

Business development and marketing
 
1,579

 
1,281

 
1,185

 
1,334

 
1,463

 
2,860

 
2,805

Data processing
 
2,350

 
2,355

 
2,420

 
2,375

 
2,399

 
4,705

 
4,719

Intangibles amortization
 
969

 
1,053

 
1,053

 
1,054

 
1,100

 
2,022

 
2,282

Other noninterest expense
 
1,714

 
1,783

 
1,963

 
1,638

 
1,361

 
3,497

 
2,880

Total noninterest expense
 
$
25,727

 
$
22,759

 
$
21,621

 
$
23,044

 
$
22,451

 
$
48,486

 
$
45,093


 
 




Nicolet Bankshares, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Financial Summary (Unaudited) - Continued
 
 
 
 
 
 
 
 
 
 
 
 
At or for the Three Months Ended
 
At or for the Six Months Ended
(In thousands, except per share data)
 
6/30/2019
 
3/31/2019
 
12/31/2018
 
9/30/2018
 
6/30/2018
 
6/30/2019
 
6/30/2018
Period-End Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
2,203,273

 
$
2,189,688

 
$
2,166,181

 
$
2,143,457

 
$
2,128,624

 
$
2,203,273

 
$
2,128,624

Allowance for loan losses
 
13,571

 
13,370

 
13,153

 
12,992

 
12,875

 
13,571

 
12,875

Securities available for sale, at fair value
 
403,989

 
407,693

 
400,144

 
410,911

 
401,975

 
403,989

 
401,975

Goodwill and other intangibles, net
 
122,285

 
123,254

 
124,307

 
125,360

 
126,124

 
122,285

 
126,124

Total assets
 
3,054,813

 
3,041,091

 
3,096,535

 
3,000,902

 
2,922,151

 
3,054,813

 
2,922,151

Deposits
 
2,536,639

 
2,538,486

 
2,614,138

 
2,522,156

 
2,455,536

 
2,536,639

 
2,455,536

Stockholders’ equity
 
411,415

 
398,767

 
386,609

 
377,171

 
370,584

 
411,415

 
370,584

Book value per common share
 
44.11

 
42.28

 
40.72

 
39.38

 
38.43

 
44.11

 
38.43

Tangible book value per common share (1)
 
31.00

 
29.21

 
27.62

 
26.29

 
25.35

 
31.00

 
25.35

Average Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
2,189,070

 
$
2,179,420

 
$
2,142,870

 
$
2,134,448

 
$
2,117,828

 
$
2,184,272

 
$
2,116,096

Securities available for sale, at fair value
 
402,934

 
409,580

 
421,693

 
412,280

 
408,700

 
406,239

 
404,928

Interest-earning assets
 
2,702,357

 
2,734,936

 
2,693,752

 
2,664,316

 
2,742,976

 
2,718,557

 
2,663,962

Total assets
 
3,022,383

 
3,047,068

 
2,996,553

 
2,971,247

 
3,044,466

 
3,034,658

 
2,970,908

Deposits
 
2,514,226

 
2,556,927

 
2,518,378

 
2,497,439

 
2,583,112

 
2,535,459

 
2,510,013

Interest-bearing liabilities
 
1,892,775

 
1,946,210

 
1,867,327

 
1,931,119

 
2,084,361

 
1,919,345

 
2,005,341

Goodwill and other intangibles, net
 
122,841

 
123,892

 
124,930

 
125,798

 
126,646

 
123,363

 
127,220

Stockholders’ equity
 
404,345

 
391,027

 
379,846

 
375,507

 
364,988

 
397,723

 
365,492

Financial Ratios: (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets
 
2.46
%
 
1.37
 %
 
1.44
%
 
1.45
%
 
1.28
%
 
1.91
%
 
1.31
%
Return on average common equity
 
18.40

 
10.65

 
11.35

 
11.47

 
10.70

 
14.61

 
10.66

Return on average tangible common equity (1)
 
26.43

 
15.59

 
16.91

 
17.25

 
16.39

 
21.18

 
16.35

Average equity to average assets
 
13.38

 
12.83

 
12.68

 
12.64

 
11.99

 
13.11

 
12.30

Stockholders’ equity to assets
 
13.47

 
13.11

 
12.49

 
12.57

 
12.68

 
13.47

 
12.68

Tangible common equity to tangible assets (1)
 
9.86

 
9.44

 
8.83

 
8.76

 
8.74

 
9.86

 
8.74

Loan yield
 
5.66

 
5.51

 
5.38

 
5.35

 
5.10

 
5.59

 
5.25

Earning asset yield
 
5.11

 
4.89

 
4.76

 
4.75

 
4.46

 
5.00

 
4.63

Cost of interest-bearing deposits
 
1.05

 
1.04

 
0.98

 
0.87

 
0.77

 
1.04

 
0.73

Cost of funds
 
1.19

 
1.18

 
1.12

 
1.01

 
0.91

 
1.19

 
0.87

Net interest margin
 
4.28

 
4.05

 
3.98

 
4.02

 
3.77

 
4.16

 
3.98

Net loan charge-offs to average loans
 
0.02

 
(0.00
)
 
0.01

 
0.04

 
0.08

 
0.01

 
0.08

Nonperforming loans to total loans
 
0.35

 
0.40

 
0.25

 
0.48

 
0.51

 
0.35

 
0.51

Nonperforming assets to total assets
 
0.26

 
0.30

 
0.19

 
0.38

 
0.41

 
0.26

 
0.41

Allowance for loan losses to loans
 
0.62

 
0.61

 
0.61

 
0.61

 
0.60

 
0.62

 
0.60

Efficiency ratio
 
64.01

 
61.91

 
58.03

 
61.08

 
63.49

 
63.00

 
63.38

Effective tax rate
 
13.19

 
24.46

 
26.83

 
23.00

 
24.88

 
17.58

 
24.05

Selected Items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income resolved PCI loans (rounded)
 
$
1,300

 
$
200

 
$
100

 
$
300

 
$
100

 
$
1,500

 
$
1,600

Tax-equivalent adjustment net interest income
 
263

 
272

 
278

 
285

 
289

 
535

 
587

Tax benefit on stock-based compensation
 
(739
)
 
(144
)
 
(23
)
 

 

 
(883
)
 
(159
)
Common stock repurchased (dollars) (3)
 
$
9,142

 
$
5,600

 
$
5,233

 
$
4,428

 
$
4,541

 
$
14,742

 
$
12,516

Common stock repurchased (full shares) (3)
 
151,098

 
102,655

 
100,245

 
81,280

 
81,929

 
253,753

 
226,546


1
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.
2
Income statement-related ratios for partial-year periods are annualized.
3
Reflects common stock repurchased under board of director authorizations for the common stock repurchase program.