NICOLET BANKSHARES INC - Quarter Report: 2015 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2015

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 333-90052
NICOLET BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

WISCONSIN	47-0871001
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

111 North Washington Street
Green Bay, Wisconsin 54301
(920) 430-1400
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of July 31, 2015 there were 3,960,701 shares of $0.01 par value common stock outstanding.

Nicolet Bankshares, Inc.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION		PAGE

	Item 1.	Financial Statements:

		Consolidated Balance Sheets June 30, 2015 (unaudited) and December 31, 2014	3

		Consolidated Statements of Income Three Months and Six Months Ended June 30, 2015 and 2014 (unaudited)	4

		Consolidated Statements of Comprehensive Income Three Months and Six Months Ended June 30, 2015 and 2014 (unaudited)	5

		Consolidated Statement of Changes in Stockholders’ Equity Six Months Ended June 30, 2015 (unaudited)	6

		Consolidated Statements of Cash Flows Six Months Ended June 30, 2015 and 2014 (unaudited)	7

		Notes to Unaudited Consolidated Financial Statements	8-26

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27-49

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50

	Item 4.	Controls and Procedures	50

PART II	OTHER INFORMATION

	Item 1.	Legal Proceedings	50

	Item 1A.	Risk Factors	50

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

	Item 3.	Defaults Upon Senior Securities	50

	Item 4.	Mine Safety Disclosures	50

	Item 5.	Other Information	50

	Item 6.	Exhibits	51

		Signatures	51-55

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS:

NICOLET BANKSHARES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets
(In thousands, except share and per share data)


	June 30, 2015 (Unaudited)			December 31, 2014 (Audited)
Assets
Cash and due from banks	$	22,998		$	23,975
Interest-earning deposits		35,364			43,169
Federal funds sold		404			1,564
Cash and cash equivalents		58,766			68,708
Certificates of deposit in other banks		4,168			10,385
Securities available for sale (“AFS”)		159,687			168,475
Other investments		8,117			8,065
Loans held for sale		3,884			7,272
Loans		883,302			883,341
Allowance for loan losses		(9,723	)		(9,288	)
Loans, net		873,579			874,053
Premises and equipment, net		31,198			31,924
Bank owned life insurance (“BOLI”)		27,976			27,479
Accrued interest receivable and other assets		17,901			18,924
Total assets	$	1,185,276		$	1,215,285

Liabilities and Stockholders’ Equity
Liabilities:
Demand	$	220,477		$	203,502
Money market and NOW accounts		417,231			494,945
Savings		129,788			120,258
Time		232,443			241,198
Total deposits		999,939			1,059,903
Short term borrowings		10,000			-
Notes payable		21,045			21,175
Junior subordinated debentures		12,427			12,328
Subordinated notes		11,831			-
Accrued interest payable and other liabilities		16,039			10,812
Total liabilities		1,071,281			1,104,218

Stockholders’ Equity:
Preferred equity		24,400			24,400
Common stock		40			41
Additional paid-in capital		43,097			45,693
Retained earnings		45,736			39,843
Accumulated other comprehensive income		595			1,031
Total Nicolet Bankshares, Inc. stockholders’ equity		113,868			111,008
Noncontrolling interest		127			59
Total stockholders’ equity and noncontrolling interest		113,995			111,067
Total liabilities, noncontrolling interest and stockholders’ equity	$	1,185,276		$	1,215,285

Preferred shares authorized (no par value)		10,000,000			10,000,000
Preferred shares issued and outstanding		24,400			24,400
Common shares authorized (par value $0.01 per share)		30,000,000			30,000,000
Common shares outstanding		3,966,785			4,058,208
Common shares issued		4,020,100			4,124,439

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except share and per share data) (Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015		2014
Interest income:
Loans, including loan fees	$	10,783	$	11,616		$	22,762	$	22,623
Investment securities:
Taxable		365		415			759		833
Non-taxable		264		170			535		343
Other interest income		119		128			219		263
Total interest income		11,531		12,329			24,275		24,062
Interest expense:
Money market and NOW accounts		558		572			1,124		1,165
Savings and time deposits		750		793			1,493		1,481
Short-term borrowings		-		4			-		7
Junior subordinated debentures		219		218			436		435
Subordinated notes		125		-			176		-
Notes payable		166		246			330		498
Total interest expense		1,818		1,833			3,559		3,586
Net interest income		9,713		10,496			20,716		20,476
Provision for loan losses		450		675			900		1,350
Net interest income after provision for loan losses		9,263		9,821			19,816		19,126
Noninterest income:
Service charges on deposit accounts		612		544			1,121		1,038
Trust services fee income		1,236		1,119			2,440		2,224
Mortgage income		985		431			1,859		646
Brokerage fee income		169		166			339		326
Bank owned life insurance		255		220			497		434
Rent income		282		288			566		588
Investment advisory fees		85		102			203		212
Gain (loss) on sale or writedown of assets, net		740		(442	)		951		308
Other		530		452			988		864
Total noninterest income		4,894		2,880			8,964		6,640
Noninterest expense:
Salaries and employee benefits		5,668		5,384			11,359		10,679
Occupancy, equipment and office		1,733		1,737			3,518		3,635
Business development and marketing		550		537			1,035		1,072
Data processing		890		775			1,721		1,529
FDIC assessments		163		203			327		387
Core deposit intangible amortization		260		315			535		650
Other		460		533			1,031		1,120
Total noninterest expense		9,724		9,484			19,526		19,072

Income before income tax expense		4,433		3,217			9,254		6,694
Income tax expense		1,463		641			3,171		1,873
Net income		2,970		2,576			6,083		4,821
Less: net income attributable to noncontrolling interest		35		22			68		53
Net income attributable to Nicolet Bankshares, Inc.		2,935		2,554			6,015		4,768
Less: preferred stock dividends		61		61			122		122
Net income available to common shareholders	$	2,874	$	2,493		$	5,893	$	4,646

Basic earnings per common share	$	0.72	$	0.59		$	1.47	$	1.10
Diluted earnings per common share	$	0.66	$	0.58		$	1.36	$	1.08
Weighted average common shares outstanding:
Basic		4,007,368		4,212,174			4,019,279		4,227,446
Diluted		4,366,295		4,332,016			4,337,780		4,312,005

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands) (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net income	$	2,970		$	2,576		$	6,083		$	4,821
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities AFS:
Net unrealized holding gains (loss) arising during the period		(1,010	)		446			(85	)		1,045
Reclassification adjustment for net gains included in net income		(630	)		-			(630	)		(341	)
Net unrealized gains (losses) on securities before tax expense		(1,640	)		446			(715	)		704
Income tax (expense) benefit		640			(173	)		279			(274	)
Total other comprehensive income (loss)		(1,000	)		273			(436	)		430
Comprehensive income	$	1,970		$	2,849		$	5,647		$	5,251

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity

(In thousands) (Unaudited)


	Nicolet Bankshares, Inc. Stockholders’ Equity
	Preferred Equity		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Noncontrolling Interest		Total
Balance December 31, 2014	$	24,400	$	41	$	45,693		$	39,843		$	1,031		$	59	$	111,067
Comprehensive income:
Net income		-		-		-			6,015			-			68		6,083
Other comprehensive income		-		-		-			-			(436	)		-		(436	)
Stock compensation expense		-		-		593			-			-			-		593
Exercise of stock options, net		-		-		550			-			-			-		550
Issuance of common stock		-		-		54			-			-			-		54
Purchase and retirement of common stock		-		(1)		(3,793	)		-			-			-		(3,794	)
Preferred stock dividends		-		-		-			(122	)		-			-		(122	)

Balance, June 30, 2015	$	24,400	$	40	$	43,097		$	45,736		$	595		$	127	$	113,995

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands) (Unaudited)


	Six Months Ended June 30,
	2015			2014
Cash Flows From Operating Activities:
Net income	$	6,083		$	4,821
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion		2,220			1,796
Provision for loan losses		900			1,350
Increase in cash surrender value of life insurance		(497	)		(434	)
Stock compensation expense		593			306
Gain on sale or writedown of assets, net		(951	)		(308	)
Gain on sale of loans held for sale, net		(1,859	)		(646	)
Proceeds from sale of loans held for sale		110,426			31,322
Origination of loans held for sale		(105,255	)		(32,779	)
Net change in:
Accrued interest receivable and other assets		(441	)		270
Accrued interest payable and other liabilities		1,028			(1,136	)
Net cash provided by operating activities		12,247			4,562
Cash Flows From Investing Activities:
Net decrease (increase) in certificates of deposit in other banks		6,217			(5,184	)
Net increase in loans		(707	)		(13,800	)
Purchases of securities AFS		(15,460	)		(23,107	)
Proceeds from sales of securities AFS		13,883			515
Proceeds from calls and maturities of securities AFS		13,863			11,782
Purchase of other investments		(52	)		(74	)
Net increase in premises and equipment		(503	)		(771	)
Proceeds from sales of other real estate and other assets		2,156			2,159
Purchase of BOLI		-			(2,750	)
Net cash provided (used) by investing activities		19,397			(31,230	)
Cash Flows From Financing Activities:
Net decrease in deposits		(59,964	)		(23,583	)
Net change in short-term borrowings		10,000			(3,717	)
Repayments of notes payable		(130	)		(5,123	)
Proceeds from issuance of subordinated notes, net		11,820			-
Purchase of common stock		(3,794	)		(2,504	)
Proceeds from issuance of common stock		54			29
Proceeds from exercise of common stock options, net		550			298
Cash dividends paid on preferred stock		(122	)		(122	)
Net cash used by financing activities		(41,586	)		(34,722	)
Net decrease in cash and cash equivalents		(9,942	)		(61,390	)
Cash and cash equivalents:
Beginning	$	68,708		$	146,978
Ending	$	58,766		$	85,588
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	3,579		$	3,761
Cash paid for taxes		2,040			2,060
Transfer of loans and bank premises to other real estate owned		830			1,061

See accompanying notes to unaudited consolidated financial statements.

NICOLET BANKSHARES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

General

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly Nicolet Bankshares, Inc. (the “Company”) and its subsidiaries, consolidated balance sheets, statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the periods presented, and all such adjustments are of a normal recurring nature. All material intercompany transactions and balances are eliminated. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted or abbreviated. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Critical Accounting Policies and Estimates

Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, the allowance for loan losses, useful lives for depreciation and amortization, fair value of financial instruments, deferred tax assets, uncertain income tax positions and contingencies. Estimates that are particularly susceptible to significant change for the Company include the determination of the allowance for loan losses, the assessment of deferred tax assets and liabilities, and the valuation of loans acquired in the 2013 acquisitions; therefore, these are critical accounting policies. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, changes in applicable banking regulations, and changes to deferred tax estimates. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period presented.

There have been no material changes or developments with respect to the assumptions or methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Recent Accounting Developments Adopted

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 2 – Earnings per Common Share

Basic earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares adjusted for the dilutive effect of common stock awards (outstanding stock options and unvested restricted stock), if any. Presented below are the calculations for basic and diluted earnings per common share.


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
(In thousands except per share data)
Net income, net of noncontrolling interest	$	2,935	$	2,554	$	6,015	$	4,768
Less: preferred stock dividends		61		61		122		122
Net income available to common shareholders	$	2,874	$	2,493	$	5,893	$	4,646
Weighted average common shares outstanding		4,007		4,212		4,019		4,227
Effect of dilutive stock instruments		359		120		319		85
Diluted weighted average common shares outstanding		4,366		4,332		4,338		4,312
Basic earnings per common share*	$	0.72	$	0.59	$	1.47	$	1.10
Diluted earnings per common share*	$	0.66	$	0.58	$	1.36	$	1.08

*Cumulative quarterly per share performance may not equal annual per share totals due to the effects of the amount and timing of capital increases. When computing earnings per share for an interim period, the denominator is based on the weighted-average shares outstanding during the interim period, and not on an annualized weighted-average basis. Accordingly, the sum of the quarters’ earnings per share data will not necessarily equal the year to date earnings per share data.

Options to purchase approximately 0.2 million shares and 0.3 million shares were outstanding at June 30, 2015 and June 30, 2014, respectively, but were excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

Note 3 – Stock-based Compensation

The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model. The fair values of stock options are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense recognized is included in personnel expense in the consolidated statements of income. Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the 2015 stock options granted were 7 years and represent the period of time that stock options are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grants and for the options granted in 2015 was a weighted average rate of 1.68%. The expected volatility was 25% and is based on the implied volatility of the Corporation’s stock, and the dividend yield used in the fair value calculation was 0%. The weighted average per share fair value of the options granted in 2015 was $8.11.

Activity in the Company’s Stock Incentive Plans is summarized in the following tables:


Stock Options	Weighted- Average Fair Value of Options Granted		Option Shares Outstanding			Weighted- Average Exercise Price		Exercisable Shares
Balance – December 31, 2013				793,157		$	17.86		600,846
Granted	$	7.42		221,000			23.80
Exercise of stock options*				(39,548	)		16.01
Forfeited				(6,750	)		16.80
Balance – December 31, 2014				967,859			19.30		630,121
Granted	$	8.11		162,000			26.66
Exercise of stock options*				(29,700	)		18.71
Forfeited				-			-
Balance – June 30, 2015				1,100,159		$	20.40		631,784

*The terms of the stock option agreements permit having a number of shares of stock withheld, the fair market value of which as of the date of exercise is sufficient to satisfy the exercise price and/or tax withholding requirements. Accordingly, 170 shares were withheld during the six months ended June 30, 2015 and no shares were withheld during the twelve months ended December 31, 2014.

Note 3 – Stock-based Compensation, continued

Options outstanding at June 30, 2015 are exercisable at option prices ranging from $16.50 to $30.80. There are 676,659 options outstanding in the range from $16.50 - $22.00 and 423,500 options outstanding in the range from $22.01 - $30.80. At June 30, 2015, the exercisable options have a weighted average remaining contractual life of approximately 2 years and a weighted average exercise price of $18.13.

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock options. The total intrinsic value of options exercised in the first six months of 2015, and full year of 2014 was approximately $246,000, and $193,000, respectively.


Restricted Stock	Weighted- Average Grant Date Fair Value		Restricted Shares Outstanding
Balance – December 31, 2013	$	16.50		62,363
Granted		23.80		33,136
Vested*		19.26		(29,268	)
Forfeited		-		-
Balance – December 31, 2014		18.94		66,231
Granted		-		-
Vested *		16.50		(12,916	)
Forfeited		-		-
Balance – June 30, 2015	$	19.53		53,315

*The terms of the restricted stock agreements permit the surrender of shares to the Company upon vesting in order to satisfy applicable tax withholding requirements at the minimum statutory withholding rate, and accordingly 2,562 shares were surrendered during the six months ended June 30, 2015 and 5,821 shares were surrendered during the twelve months ended December 31, 2014.

The Company recognized approximately $593,000 and $306,000 of stock-based employee compensation expense during the six months ended June 30, 2015 and 2014, respectively, associated with its stock equity awards. As of June 30, 2015, there was approximately $3.8 million of unrecognized compensation cost related to equity award grants. The cost is expected to be recognized over the weighted average remaining vesting period of approximately four years.

Note 4- Securities Available for Sale

Amortized costs and fair values of securities available for sale are summarized as follows:

June 30, 2015

(in thousands)

Amortized Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

U.S. government sponsored enterprises

285

293

State, county and municipals

100,067

261

544

99,784

Mortgage-backed securities

54,478

563

498

54,543

Corporate debt securities

1,140

Equity securities

2,742

1,213

3,927

158,712

2,045

1,070

159,687


	December 31, 2014
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Values
U.S. government sponsored enterprises	$	1,025	$	14	$	-	$	1,039
State, county and municipals		102,472		778		474		102,776
Mortgage-backed securities		61,497		639		459		61,677
Corporate debt securities		220		-		-		220
Equity securities		1,571		1,192		-		2,763
	$	166,785	$	2,623	$	933	$	168,475

Note 4- Securities Available for Sale, continued

The following table represents gross unrealized losses and the related fair value of investment securities available for sale, aggregated by investment category and length of time individual securities have been in a continuous unrealized loss position, at June 30, 2015 and December 31, 2014.

June 30, 2015

Less than 12 months

12 months or more

Total

(in thousands)

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

State, county and municipals

55,917

369

10,402

175

66,319

544

Mortgage-backed securities

10,288

15,131

427

25,419

498

Equity securities

180

66,385

468

25,533

602

91,918

1,070


	December 31, 2014
	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State, county and municipals	$	48,531	$	288	$	10,338	$	186	$	58,869	$	474
Mortgage-backed securities		5,944		20		19,351		439		25,295		459
	$	54,475	$	308	$	29,689	$	625	$	84,164	$	933

At June 30, 2015 we had $1.1 million of gross unrealized losses related to 184 securities. As of June 30, 2015, the Company does not consider securities with unrealized losses to be other-than-temporarily impaired as the unrealized losses in each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase. The Company has the ability and intent to hold its securities to maturity. There were no other-than-temporary impairments charged to earnings during the six-month periods ending June 30, 2015 or June 30, 2014.

The amortized cost and fair values of securities available for sale at June 30, 2015 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Fair values of securities are estimated based on financial models or prices paid for the same or similar securities. It is possible interest rates could change considerably, resulting in a material change in estimated fair value.


	June 30, 2015
(in thousands)	Amortized Cost		Fair Value
Due in less than one year	$	4,814	$	4,857
Due in one year through five years		76,386		76,103
Due after five years through ten years		18,591		18,537
Due after ten years		1,701		1,720
		101,492		101,217
Mortgage-backed securities		54,478		54,543
Equity securities		2,742		3,927
Securities available for sale	$	158,712	$	159,687

Proceeds from sales of securities available for sale during the first six months of 2015 and 2014 were approximately $13.9 million and $0.5 million respectively. Gains of approximately $0.6 million and $0.3 million were realized during the first six months of 2015 and 2014, respectively, and no losses were realized on sales of securities during the first six months of 2015 or 2014.

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality

The loan composition as of June 30, 2015 and December 31, 2014 is summarized as follows.


	Total
	June 30, 2015						December 31, 2014
(in thousands)	Amount			% of Total			Amount			% of Total
Commercial & industrial	$	309,103			35.0	%	$	289,379			32.7	%
Owner-occupied commercial real estate (“CRE”)		175,809			19.9			182,574			20.7
Agricultural (“AG”) production		14,432			1.6			14,617			1.6
AG real estate		40,783			4.6			42,754			4.8
CRE investment		82,486			9.3			81,873			9.3
Construction & land development		38,387			4.4			44,114			5.0
Residential construction		10,321			1.2			11,333			1.3
Residential first mortgage		153,857			17.4			158,683			18.0
Residential junior mortgage		52,433			6.0			52,104			5.9
Retail & other		5,691			0.6			5,910			0.7
Loans		883,302			100.0	%		883,341			100.0	%
Less allowance for loan losses		9,723						9,288
Loans, net	$	873,579					$	874,053
Allowance for loan losses to loans		1.10	%					1.05	%


	Originated
	June 30, 2015						December 31, 2014
(in thousands)	Amount			% of Total			Amount			% of Total
Commercial & industrial	$	292,535			40.7	%	$	268,654			38.3	%
Owner-occupied CRE		138,081			19.2			140,203			20.0
AG production		5,287			0.7			5,580			0.8
AG real estate		20,467			2.8			20,060			2.8
CRE investment		56,211			7.8			53,339			7.6
Construction & land development		28,662			4.0			33,865			4.8
Residential construction		10,321			1.4			11,333			1.6
Residential first mortgage		116,872			16.3			119,866			17.1
Residential junior mortgage		44,629			6.3			43,411			6.2
Retail & other		5,344			0.8			5,395			0.8
Loans		718,409			100.0	%		701,706			100.0	%
Less allowance for loan losses		7,945						9,288
Loans, net	$	710,464					$	692,418
Allowance for loan losses to loans		1.11	%					1.32	%


	Acquired
	June 30, 2015						December 31, 2014
(in thousands)	Amount			% of Total			Amount			% of Total
Commercial & industrial	$	16,568			10.0	%	$	20,725			11.4	%
Owner-occupied CRE		37,728			22.9			42,371			23.3
AG production		9,145			5.6			9,037			5.0
AG real estate		20,316			12.3			22,694			12.5
CRE investment		26,275			15.9			28,534			15.7
Construction & land development		9,725			5.9			10,249			5.6
Residential construction		-			-			-			-
Residential first mortgage		36,985			22.5			38,817			21.4
Residential junior mortgage		7,804			4.7			8,693			4.8
Retail & other		347			0.2			515			0.3
Loans		164,893			100.0	%		181,635			100.0	%
Less allowance for loan losses		1,778						-
Loans, net	$	163,115					$	181,635
Allowance for loan losses to loans		1.08	%					0.00	%

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

Practically all of the Company’s loans, commitments, financial letters of credit and standby letters of credit have been granted to customers in the Company’s market area. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of underlying collateral, if any.

The allowance for loan and lease losses (“ALLL”) represents management’s estimate of probable and inherent credit losses in the Company’s loan portfolio at the balance sheet date. In general, estimating the amount of the ALLL is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge-offs, trends in past due and impaired loans, and the level of potential problem loans, all of which may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses could be required that could adversely affect our earnings or financial position in future periods. Allocations to the ALLL may be made for specific loans but the entire ALLL is available for any loan that, in management’s judgment, should be charged-off or for which an actual loss is realized.

The allocation methodology used by the Company includes specific allocations for impaired loans evaluated individually for impairment based on collateral values and for the remaining loan portfolio collectively evaluated for impairment primarily based on historical loss rates and other qualitative factors. Loan charge-offs and recoveries are based on actual amounts charged-off or recovered by loan category. Management allocates the ALLL by pools of risk within each loan portfolio. As events have occurred in the acquired loan portfolios, an ALLL has been established for this pool of assets reflecting an increase in risk as some credits migrate to higher grades.

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

The following tables present the balance and activity in the ALLL by portfolio segment and the recorded investment in loans by portfolio at or for the six months ended June 30, 2015:


	TOTAL – Six Months Ended June 30, 2015
(in thousands) ALLL:	Commercial & industrial			Owner- occupied CRE			AG production			AG real estate			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
Beginning balance	$	3,191		$	1,230		$	53		$	226		$	511		$	2,685		$	140		$	866		$	337		$	49		$	9,288
Provision		646			453			3			66			151			(639	)		(16	)		151			74			11			900
Charge-offs		(288	)		(154	)		-			-			-			-			-			(32	)		(13	)		(22	)		(509	)
Recoveries		4			2			-			-			9			-			-			17			1			11			44
Net charge-offs		(284	)		(152	)		-			-			9			-			-			(15	)		(12	)		(11	)		(465	)
Ending balance	$	3,553		$	1,531		$	56		$	292		$	671		$	2,046		$	124		$	1,002		$	399		$	49		$	9,723
As percent of ALLL		36.5	%		15.7	%		0.6	%		3.0	%		6.9	%		21.0	%		1.4	%		10.3	%		4.1	%		0.5	%		100	%

ALLL:
Individually evaluated	$	-		$	-		$	-		$	-		$	-		$	287		$	-		$	-		$	-		$	-		$	287
Collectively evaluated		3,553			1,531			56			292			671			1,759			124			1,002			399			49			9,436
Ending balance	$	3,553		$	1,531		$	56		$	292		$	671		$	2,046		$	124		$	1,002		$	399		$	49		$	9,723

Loans:
Individually evaluated	$	48		$	697		$	38		$	403		$	1,050		$	4,361		$	-		$	723		$	148		$	-		$	7,468
Collectively evaluated		309,055			175,112			14,394			40,380			81,436			34,026			10,321			153,134			52,285			5,691			875,834
Total loans	$	309,103		$	175,809		$	14,432		$	40,783		$	82,486		$	38,387		$	10,321		$	153,857		$	52,433		$	5,691		$	883,302

Less ALLL	$	3,553		$	1,531		$	56		$	292		$	671		$	2,046		$	124		$	1,002		$	399		$	49		$	9,723
Net loans	$	305,550		$	174,278		$	14,376		$	40,491		$	81,815		$	36,341		$	10,197		$	152,855		$	52,034		$	5,642		$	873,579


	Originated – Six Months Ended June 30, 2015
(in thousands) ALLL:	Commercial & industrial			Owner- occupied CRE			AG production			AG real estate			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
Beginning balance	$	3,191		$	1,230		$	53		$	226		$	511		$	2,685		$	140		$	866		$	337		$	49		$	9,288
Provision		(41	)		57			(9	)		(19	)		(10	)		(711	)		(16	)		(121	)		(19	)		1			(888	)
Charge-offs		(288	)		(154	)		-			-			-			-			-			(32	)		-			(22	)		(496	)
Recoveries		4			2			-			-			9			-			-			15			-			11			41
Net charge-offs		(284	)		(152	)		-			-			9			-			-			(17	)		-			(11	)		(455	)
Ending balance	$	2,866		$	1,135		$	44		$	207		$	510		$	1,974		$	124		$	728		$	318		$	39		$	7,945
As percent of ALLL		36.1	%		14.3	%		0.6	%		2.6	%		6.4	%		24.8	%		1.6	%		9.2	%		4.0	%		0.4	%		100	%

ALLL:
Individually evaluated	$	-		$	-		$	-		$	-		$	-		$	287		$	-		$	-		$	-		$	-		$	287
Collectively evaluated		2,866			1,135			44			207			510			1,687			124			728			318			39			7,658
Ending balance	$	2,866		$	1,135		$	44		$	207		$	510		$	1,974		$	124		$	728		$	318		$	39		$	7,945

Loans:
Individually evaluated	$	47		$	-		$	-		$	-		$	-		$	3,652		$	-		$	-		$	-		$	-		$	3,699
Collectively evaluated		292,488			138,081			5,287			20,467			56,211			25,010			10,321			116,872			44,629			5,344			714,710
Total loans	$	292,535		$	138,081		$	5,287		$	20,467		$	56,211		$	28,662		$	10,321		$	116,872		$	44,629		$	5,344		$	718,409

Less ALLL	$	2,866		$	1,135		$	44		$	207		$	510		$	1,974		$	124		$	728		$	318		$	39		$	7,945
Net loans	$	289,669		$	136,946		$	5,243		$	20,260		$	55,701		$	26,688		$	10,197		$	116,144		$	44,311		$	5,305		$	710,464

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued


	Acquired – Six Months Ended June 30, 2015
(in thousands) ALLL:	Commercial & industrial			Owner- occupied CRE			AG production			AG real estate			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
Beginning balance	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Provision		687			396			12			85			161			72			-			272			93			10			1,788
Charge-offs		-			-			-			-			-			-			-			-			(13	)		-			(13	)
Recoveries		-			-			-			-			-			-			-			2			1			-			3
Net charge-offs		-			-			-			-			-			-			-			2			(12	)		-			(10	)
Ending balance	$	687		$	396		$	12		$	85		$	161		$	72		$	-		$	274		$	81		$	10		$	1,778
As percent of ALLL		38.6	%		22.3	%		0.7	%		4.8	%		9.1	%		4.0	%		-	%		15.4	%		4.6	%		0.5	%		100	%

Loans:
Individually evaluated	$	1		$	697		$	38		$	403		$	1,050		$	709		$	-		$	723		$	148		$	-		$	3,769
Collectively evaluated		16,567			37,031			9,107			19,913			25,225			9,016			-			36,262			7,656			347			161,124
Total loans	$	16,568		$	37,728		$	9,145		$	20,316		$	26,275		$	9,725		$	-		$	36,985		$	7,804		$	347		$	164,893

Less ALLL	$	687		$	396		$	12		$	85		$	161		$	72		$	-		$	274		$	81		$	10		$	1,778
Net loans	$	15,881		$	37,332		$	9,133		$	20,231		$	26,114		$	9,653		$	-		$	36,711		$	7,723		$	337		$	163,115

There was no ALLL allocated to individually evaluated loans at June 30, 2015, therefore the table reflecting the ALLL between individually evaluated loans and collectively evaluated loans was omitted.

The following table presents the balance and activity in the ALLL by portfolio segment and the recorded investment in loans by portfolio at or for the six months ended June 30, 2014.


	TOTAL – Six Months Ended June 30, 2014
(in thousands) ALLL:	Commercial & industrial			Owner- occupied CRE			AG production			AG real estate			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
Beginning balance	$	1,798		$	766		$	18		$	59		$	505		$	4,970		$	229		$	544		$	321		$	22		$	9,232
Provision		2,007			584			26			213			62			(2,174	)		(62	)		411			136			147			1,350
Charge-offs		(534	)		(268	)		-			-			-			(12	)		-			(123	)		(9	)		(33	)		(979	)
Recoveries		10			14			-			-			8			-			-			1			-			6			39
Net charge-offs		(524	)		(254	)		-			-			8			(12	)		-			(122	)		(9	)		(27	)		(940	)
Ending balance	$	3,281		$	1,096		$	44		$	272		$	575		$	2,784		$	167		$	833		$	448		$	142		$	9,642
As percent of ALLL		34.0	%		11.4	%		0.5	%		2.8	%		6.0	%		28.9	%		1.7	%		8.6	%		4.6	%		1.5	%		100	%

ALLL:
Individually evaluated	$	213		$	-		$	-		$	-		$	-		$	420		$	-		$	-		$	-		$	-		$	633
Collectively evaluated		3,068			1,096			44			272			575			2,364			167			833			448			142			9,009
Ending balance	$	3,281		$	1,096		$	44		$	272		$	575		$	2,784		$	167		$	833		$	448		$	142		$	9,642

Loans:
Individually evaluated	$	332		$	1,999		$	27		$	459		$	1,913		$	4,358		$	-		$	1,319		$	438		$	-		$	10,845
Collectively evaluated		269,045			185,226			13,955			41,475			77,726			41,146			11,895			153,394			49,806			5,573			849,241
Total loans	$	269,377		$	187,225		$	13,982		$	41,934		$	79,639		$	45,504		$	11,895		$	154,713		$	50,244		$	5,573		$	860,086

Less ALLL	$	3,281		$	1,096		$	44		$	272		$	575		$	2,784		$	167		$	833		$	448		$	142		$	9,642
Net loans	$	266,096		$	186,129		$	13,938		$	41,662		$	79,064		$	42,720		$	11,728		$	153,880		$	49,796		$	5,431		$	850,444

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued


	Originated – Six Months Ended June 30, 2014
(in thousands) ALLL:	Commercial & industrial			Owner- occupied CRE			AG production			AG real estate			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
Beginning balance	$	1,798		$	766		$	18		$	59		$	505		$	4,970		$	229		$	544		$	321		$	22		$	9,232
Provision		1,983			577			26			213			62			(2,186	)		(62	)		320			127			147			1,207
Charge-offs		(510	)		(252	)		-			-			-			-			-			(32	)		-			(33	)		(827	)
Recoveries		10			5			-			-			8			-			-			1			-			6			30
Net charge-offs		(500	)		(247	)		-			-			8			-			-			(31	)		-			(27	)		(797	)
Ending balance	$	3,281		$	1,096		$	44		$	272		$	575		$	2,784		$	167		$	833		$	448		$	142		$	9,642
As percent of ALLL		34.0	%		11.4	%		0.5	%		2.8	%		6.0	%		28.9	%		1.7	%		8.6	%		4.6	%		1.5	%		100	%

ALLL:
Individually evaluated	$	213		$	-		$	-		$	-		$	-		$	420		$	-		$	-		$	-		$	-		$	633
Collectively evaluated		3,068			1,096			44			272			575			2,364			167			833			448			142			9,009
Ending balance	$	3,281		$	1,096		$	44		$	272		$	575		$	2,784		$	167		$	833		$	448		$	142		$	9,642

Loans:
Individually evaluated	$	323		$	1,042		$	-		$	-		$	-		$	3,879		$	-		$	-		$	-		$	-		$	5,244
Collectively evaluated		241,827			128,273			4,653			18,189			50,929			30,622			11,895			110,084			40,913			4,847			642,232
Total loans	$	242,150		$	129,315		$	4,653		$	18,189		$	50,929		$	34,501		$	11,895		$	110,084		$	40,913		$	4,847		$	647,476

Less ALLL	$	3,281		$	1,096		$	44		$	272		$	575		$	2,784		$	167		$	833		$	448		$	142		$	9,642
Net loans	$	238,869		$	128,219		$	4,609		$	17,917		$	50,354		$	31,717		$	11,728		$	109,251		$	40,465		$	4,705		$	637,834


	Acquired – Six Months Ended June 30, 2014
(in thousands) ALLL:	Commercial & industrial			Owner- occupied CRE			AG production		AG real estate		CRE investment		Construction & land development			Residential construction		Residential first mortgage			Residential junior mortgage			Retail & other		Total
Provision	$	24		$	7		$	-	$	-	$	-	$	12		$	-	$	91		$	9		$	-	$	143
Charge-offs		(24	)		(16	)		-		-		-		(12	)		-		(91	)		(9	)		-		(152	)
Recoveries		-			9			-		-		-		-			-		-			-			-		9
Loans:
Individually evaluated	$	9		$	957		$	27	$	459	$	1,913	$	479		$	-	$	1,319		$	438		$	-	$	5,601
Collectively evaluated		27,218			56,953			9,302		23,286		26,797		10,524			-		43,310			8,893			726		207,009
Total loans	$	27,227		$	57,910		$	9,329	$	23,745	$	28,710	$	11,003		$	-	$	44,629		$	9,331		$	726	$	212,610

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

The following table presents nonaccrual loans by portfolio segment in total and then as a further breakdown by originated or acquired as of June 30, 2015 and December 31, 2014.


	Total
(in thousands)	June 30, 2015		% to Total			December 31, 2014		% to Total
Commercial & industrial	$	324		7.6	%	$	171		3.2	%
Owner-occupied CRE		813		19.1			1,667		30.9
AG production		16		0.4			21		0.4
AG real estate		383		9.0			392		7.3
CRE investment		738		17.4			911		16.9
Construction & land development		709		16.7			934		17.3
Residential construction		-		-			-		-
Residential first mortgage		1,112		26.2			1,155		21.4
Residential junior mortgage		152		3.6			141		2.6
Retail & other		-		-			-		-
Nonaccrual loans - Total	$	4,247		100.0	%	$	5,392		100.0	%


	Originated
(in thousands)	June 30, 2015		% to Total			December 31, 2014		% to Total
Commercial & industrial	$	292		61.2	%	$	130		11.5	%
Owner-occupied CRE		13		2.7			673		59.7
AG production		16		3.4			-		-
AG real estate		-		-			-		-
CRE investment		-		-			-		-
Construction & land development		-		-			165		14.6
Residential construction		-		-			-		-
Residential first mortgage		156		32.7			160		14.2
Residential junior mortgage		-		-			-		-
Retail & other		-		-			-		-
Nonaccrual loans - Originated	$	477		100.0	%	$	1,128		100.0	%


	Acquired
(in thousands)	June 30, 2015		% to Total			December 31, 2014		% to Total
Commercial & industrial	$	32		0.8	%	$	41		1.0	%
Owner-occupied CRE		800		21.2			994		23.3
AG production		-		-			21		0.5
AG real estate		383		10.2			392		9.2
CRE investment		738		19.6			911		21.4
Construction & land development		709		18.8			769		18.0
Residential construction		-		-			-		-
Residential first mortgage		956		25.4			995		23.3
Residential junior mortgage		152		4.0			141		3.3
Retail & other		-		-			-		-
Nonaccrual loans – Acquired	$	3,770		100.0	%	$	4,264		100.0	%

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

The following tables present total past due loans by portfolio segment as of June 30, 2015 and December 31, 2014:

June 30, 2015

(in thousands)

30-89 Days Past
Due (accruing)

90 Days & Over
or non-accrual

Current

Total

Commercial & industrial

203

324

308,576

309,103

Owner-occupied CRE

813

174,996

175,809

AG production

14,416

14,432

AG real estate

383

40,400

40,783

CRE investment

403

738

81,345

82,486

Construction & land development

709

37,678

38,387

Residential construction

10,321

Residential first mortgage

180

1,112

152,565

153,857

Residential junior mortgage

321

152

51,960

52,433

Retail & other

5,684

5,691

Total loans

1,114

4,247

877,941

883,302

As a percent of total loans

0.1

0.5

99.4

100.0


	December 31, 2014
(in thousands)	30-89 Days Past Due (accruing)			90 Days & Over or nonaccrual			Current			Total
Commercial & industrial	$	167		$	171		$	289,041		$	289,379
Owner-occupied CRE		54			1,667			180,853			182,574
AG production		-			21			14,596			14,617
AG real estate		118			392			42,244			42,754
CRE investment		426			911			80,536			81,873
Construction & land development		-			934			43,180			44,114
Residential construction		-			-			11,333			11,333
Residential first mortgage		399			1,155			157,129			158,683
Residential junior mortgage		-			141			51,963			52,104
Retail & other		-			-			5,910			5,910
Total loans	$	1,164		$	5,392		$	876,785		$	883,341
As a percent of total loans		0.1	%		0.6	%		99.3	%		100.0	%

A description of the loan risk categories used by the Company follows:

1-4 Pass: Credits exhibit adequate cash flows, appropriate management and financial ratios within industry norms and/or are supported by sufficient collateral. Some credits in these rating categories may require a need for monitoring but elements of concern are not severe enough to warrant an elevated rating.

5 Watch: Credits with this rating are adequately secured and performing but are being monitored due to the presence of various short-term weaknesses which may include unexpected, short-term adverse financial performance, managerial problems, potential impact of a decline in the entire industry or local economy and delinquency issues. Loans to individuals or loans supported by guarantors with marginal net worth or collateral may be included in this rating category.

6 Special Mention: Credits with this rating have potential weaknesses that, without the Company’s attention and correction may result in deterioration of repayment prospects. These assets are considered Criticized Assets. Potential weaknesses may include adverse financial trends for the borrower or industry, repeated lack of compliance with Company requests, increasing debt to net worth, serious management conditions and decreasing cash flow.

7 Substandard: Assets with this rating are characterized by the distinct possibility the Company will sustain some loss if deficiencies are not corrected. All foreclosures, liquidations, and non-accrual loans are considered to be categorized in this rating, regardless of collateral sufficiency.

8 Doubtful: Assets with this rating exhibit all the weaknesses as one rated Substandard with the added characteristic that such weaknesses make collection or liquidation in full highly questionable.

9 Loss: Assets in this category are considered uncollectible. Pursuing any recovery or salvage value is impractical but does not preclude partial recovery in the future.

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

The following tables present total loans by loan grade as of June 30, 2015 and December 31, 2014:


	June 30, 2015
(in thousands)	Grades 1- 4			Grade 5			Grade 6			Grade 7			Grade 8		Grade 9		Total
Commercial & industrial	$	287,019		$	16,928		$	709		$	4,447		$	-	$	-	$	$309,103
Owner-occupied CRE		164,410			7,075			1,279			3,045			-		-		175,809
AG production		13,703			691			-			38			-		-		14,432
AG real estate		39,515			385			57			826			-		-		40,783
CRE investment		79,477			859			907			1,243			-		-		82,486
Construction & land development		30,466			7,103			109			709			-		-		38,387
Residential construction		9,411			910			-			-			-		-		10,321
Residential first mortgage		150,697			987			459			1,714			-		-		153,857
Residential junior mortgage		52,038			219			-			176			-		-		52,433
Retail & other		5,691			-			-			-			-		-		5,691
Total loans	$	832,427		$	35,157		$	3,520		$	12,198		$	-	$	-	$	883,302
Percent of total		94.2	%		4.0	%		0.4	%		1.4	%		-		-		100	%


	December 31, 2014
(in thousands)	Grades 1- 4			Grade 5			Grade 6			Grade 7			Grade 8		Grade 9		Total
Commercial & industrial	$	268,140		$	15,940		$	2,588		$	2,711		$	-	$	-	$	289,379
Owner-occupied CRE		170,544			6,197			2,919			2,914			-		-		182,574
AG production		14,018			244			-			355			-		-		14,617
AG real estate		32,315			9,548			59			832			-		-		42,754
CRE investment		78,229			2,203			-			1,441			-		-		81,873
Construction & land development		35,649			7,417			114			934			-		-		44,114
Residential construction		10,101			1,232			-			-			-		-		11,333
Residential first mortgage		155,916			686			592			1,489			-		-		158,683
Residential junior mortgage		51,843			99			-			162			-		-		52,104
Retail & other		5,904			6			-			-			-		-		5,910
Total loans	$	822,659		$	43,572		$	6,272		$	10,838		$	-	$	-	$	883,341
Percent of total		93.2	%		4.9	%		0.7	%		1.2	%		-		-		100	%

Management considers a loan to be impaired when it is probable the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. For determining the adequacy of the ALLL, management defines impaired loans as nonaccrual credit relationships over $250,000, plus additional loans with impairment risk characteristics. At the time an individual loan goes into nonaccrual status, however, management evaluates the loan for impairment and possible charge-off regardless of loan size.

In determining the appropriateness of the ALLL, management includes allocations for specifically identified impaired loans and loss factor allocations for all remaining loans, with a component primarily based on historical loss rates and another component primarily based on other qualitative factors. Impaired loans are individually assessed and are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

Loans that are determined not to be impaired are collectively evaluated for impairment, stratified by type and allocated loss ranges based on the Company’s actual historical loss ratios for each strata, and adjustments are also provided for certain current environmental and qualitative factors. An internal loan review function rates loans using a grading system based on nine different categories. Loans with grades of seven or higher (“classified loans”) represent loans with a greater risk of loss and may be assigned allocations for loss based on specific review of the weaknesses observed in the individual credits if classified as impaired. Classified loans are constantly monitored by the loan review function to ensure early identification of any deterioration.

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

The following tables present impaired loans as of June 30, 2015 and December 31, 2014. As a further breakdown, impaired loans are also summarized by originated and acquired for the periods presented. Purchased credit impaired loans acquired were initially recorded at a fair value of $16.7 million on their respective acquisition dates, net of an initial $12.2 million non-accretable mark and a zero accretable mark. At June 30, 2015, $3.1 million of the $16.7 million remain in impaired loans and $0.7 million of acquired loans have subsequently become impaired, bringing acquired impaired loans to $3.8 million. Included in the June 30, 2015 and December 31, 2014 impaired loans is one troubled debt restructuring totaling $3.7 million and $3.8 million, respectively, described below under “Troubled Debt Restructurings.”


	Total Impaired Loans – June 30, 2015
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial & industrial	$	48	$	59	$	-	$	40	$	4
Owner-occupied CRE		697		1,763		-		782		65
AG production		38		58		-		38		2
AG real estate		403		511		-		406		13
CRE investment		1,050		2,869		-		1,110		73
Construction & land development*		4,361		4,903		287		4,163		49
Residential construction		-		-		-		-		-
Residential first mortgage		723		2,037		-		753		47
Residential junior mortgage		148		489		-		151		11
Retail & Other		-		15		-		-		1
Total	$	7,468	$	12,704	$	287	$	7,443	$	265


	Originated – June 30, 2015
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial & industrial	$	47	$	47	$	-	$	37	$	1
Owner-occupied CRE		-		-		-		-		-
AG production		-		-		-		-		-
AG real estate		-		-		-		-		-
CRE investment		-		-		-		-		-
Construction & land development*		3,652		3,652		287		3,715		19
Residential construction		-		-		-		-		-
Residential first mortgage		-		-		-		-		-
Residential junior mortgage		-		-		-		-		-
Retail & Other		-		-		-		-		-
Total	$	3,699	$	3,699	$	287	$	3,752	$	20


	Acquired – June 30, 2015
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial & industrial	$	1	$	12	$	-	$	3	$	3
Owner-occupied CRE		697		1,763		-		782		65
AG production		38		58		-		38		2
AG real estate		403		511		-		406		13
CRE investment		1,050		2,869		-		1,110		73
Construction & land development		709		1,251		-		448		30
Residential construction		-		-		-		-		-
Residential first mortgage		723		2,037		-		753		47
Residential junior mortgage		148		489		-		151		11
Retail & Other		-		15		-		-		1
Total	$	3,769	$	9,005	$	-	$	3,691	$	245

*One construction and land development loan with a balance of $3.7 million had a specific reserve of $287,000. No other loans had a related allowance at June 30, 2015 and, therefore, the above disclosure was not expanded to include loans with and without a related allowance.

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued


	Total Impaired Loans – December 31, 2014
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial & industrial**	$	35	$	35	$	30	$	36	$	2
Owner-occupied CRE		1,724		2,838		-		2,029		226
AG production		60		126		-		45		10
AG real estate		392		460		-		398		22
CRE investment		1,219		3,807		-		1,344		217
Construction & land development**		4,098		4,641		358		4,236		90
Residential construction		-		-		-		-		-
Residential first mortgage		985		2,723		-		1,107		155
Residential junior mortgage		153		502		-		156		20
Retail & Other		-		22		-		-		2
Total	$	8,666	$	15,154	$	388	$	9,351	$	744


	Originated – December 31, 2014
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial & industrial**	$	30	$	30	$	30	$	30	$	-
Owner-occupied CRE		673		673		-		859		47
AG production		-		-		-		-		-
AG real estate		-		-		-		-		-
CRE investment		-		-		-		-		-
Construction & land development**		3,777		3,777		358		3,854		39
Residential construction		-		-		-		-		-
Residential first mortgage		-		-		-		-		-
Residential junior mortgage		-		-		-		-		-
Retail & Other		-		-		-		-		-
Total	$	4,480	$	4,480	$	388	$	4,743	$	86

	Acquired – December 31, 2014
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial & industrial	$	5	$	5	$	-	$	6	$	2
Owner-occupied CRE		1,051		2,165		-		1,170		179
AG production		60		126		-		45		10
AG real estate		392		460		-		398		22
CRE investment		1,219		3,807		-		1,344		217
Construction & land development		321		864		-		382		51
Residential construction		-		-		-		-		-
Residential first mortgage		985		2,723		-		1,107		155
Residential junior mortgage		153		502		-		156		20
Retail & other		-		22		-		-		2
Total	$	4,186	$	10,674	$	-	$	4,608	$	658

** One commercial & industrial loan with a balance of $30,000 had a specific reserve of $30,000. One construction & land development loan with a balance of $3.8 million had a specific reserve of $358,000. No other loans had a related allowance at December 31, 2014, and therefore, the above disclosure was not expanded to include loans with and without a related allowance.

Note 5 – Loans, Allowance for Loan Losses, and Credit Quality, continued

Troubled Debt Restructurings

At June 30, 2015, there were twelve loans classified as troubled debt restructurings totaling $4.4 million. One loan had a pre-modification balance of $3.9 million and at June 30, 2015, had a balance of $3.7 million, was in compliance with its modified terms, was not past due, and was included in impaired loans with a specific reserve allocation of approximately $287,000. This loan is performing but is disclosed as impaired as a result of its classification as a troubled debt restructuring. The remaining eleven loans had a combined pre-modification balance of $1.8 million and a combined outstanding balance of $787,000 at June 30, 2015. There were no other loans which were modified and classified as troubled debt restructurings at June 30, 2015. There were no loans classified as troubled debt restructurings during the previous twelve months that subsequently defaulted as of June 30, 2015.

Note 6 - Notes Payable

The Company had the following long-term notes payable:


(in thousands)	June 30, 2015		December 31, 2014
Joint venture note	$	9,545	$	9,675
Federal Home Loan Bank (“FHLB”) advances		11,500		11,500
Notes payable	$	21,045	$	21,175

At the completion of the construction of the Company’s headquarters building in 2005 and as part of a joint venture investment related to the building, the Company and the other joint venture partners guaranteed a joint venture note to finance certain costs of the building. This note is secured by the building, bears a fixed rate of 5.81% and requires monthly principal and interest payments until its maturity on June 1, 2016.

The Company’s FHLB advances are all fixed rate, require interest-only monthly payments, and have maturities through February 2018. The weighted average rates of FHLB advances were 0.71% at June 30, 2015 and December 31, 2014. The FHLB advances are collateralized by a blanket lien on qualifying first mortgages, home equity loans, multi-family loans and certain farmland loans which totaled approximately $170 million and $164 million at June 30, 2015 and December 31, 2014, respectively.

The following table shows the maturity schedule of the notes payable as of June 30, 2015:


Maturing in	(in thousands		)
2015	$	5,633
2016		14,412
2017		-
2018		1,000
	$	21,045

Note 7 - Junior Subordinated Debentures

The Company’s carrying value of junior subordinated debentures was $12.4 million at June 30, 2015 and $12.3 million at December 31, 2014. In July 2004 Nicolet Bankshares Statutory Trust I (the “Statutory Trust”), issued $6.0 million of guaranteed preferred beneficial interests (“trust preferred securities”) that qualify as Tier I capital under Federal Reserve Board guidelines. All of the common securities of the Statutory Trust are owned by the Company. The proceeds from the issuance of the common securities and the trust preferred securities were used by the Statutory Trust to purchase $6.2 million of junior subordinated debentures of the Company, which pay an 8% fixed rate. Interest on these debentures is current. The debentures may be redeemed in part or in full, on or after July 15, 2009 at par plus any accrued but unpaid interest. The maturity date of the debenture, if not redeemed, is July 15, 2034.

As part of the 2013 acquisition of Mid-Wisconsin Financial Services, Inc., the Company assumed $10.3 million of junior subordinated debentures related to $10.0 million of issued trust preferred securities. The trust preferred securities and the debentures mature on December 15, 2035 and have a floating rate of the three-month LIBOR plus 1.43% adjusted quarterly. Interest on these debentures is current. The debentures may be called at par in part or in full, on or after December 15, 2010 or within 120 days of certain events. At acquisition in April 2013 the debentures were recorded at a fair value of $5.8 million, with the discount being accreted to interest expense over the remaining life of the debentures. At June 30, 2015, the carrying value of these junior debentures was $6.2 million, and the $5.9 million carrying value of related trust preferred securities qualifies as Tier 1 capital.

Note 8 – Subordinated Notes

On February 17, April 28, and June 29, 2015, the Company placed an aggregate of $12 million in subordinated Notes in private placements with certain accredited investors. All Notes were issued with 10-year maturities, have a fixed annual interest rate of 5% payable quarterly, are callable on or after the fifth anniversary of their respective issuances dates, and qualify for Tier 2 capital for regulatory purposes.

The Company elected to early adopt ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The $180,000 debt issuance costs associated with the $12 million Notes are being amortized on a straight line basis over the first five years, representing the no-call periods, as additional interest expense. As of June 30, 2015, $169,000 of unamortized debt issuance costs remain and are reflected as a deduction to the outstanding debt.

Note 9 - Fair Value Measurements

As provided for by accounting standards, the Company records and/or discloses financial instruments on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. These levels are: Level 1 - quoted market prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date; Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 – significant unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the fair value measurement is based on inputs from different levels, the level within which the entire fair value measurement will be categorized is based on the lowest level input that is significant to the fair value measurement in its entirety; this assessment of the significance of an input requires management judgment.

Disclosure of the fair value of financial instruments, whether recognized or not recognized in the balance sheet, is required for those instruments for which it is practicable to estimate that value, with the exception of certain financial instruments and all nonfinancial instruments as provided for by the accounting standards. For financial instruments recognized at fair value in the consolidated balance sheets, the fair value disclosure requirements also apply.

Fair value (i.e. the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date), among other things, is based on exit price versus entry price, should include assumptions about risk such as nonperformance risk in liability fair values, and is a market-based measurement versus an entity-specific measurement.

Note 9 - Fair Value Measurements, continued

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented. One security classified as Level 3 was purchased for $0.9 million during the first quarter of 2015. There were no other changes in Level 3 values to report during the first six months of 2015.


			Fair Value Measurements Using
Measured at Fair Value on a Recurring Basis:	Total		Level 1		Level 2		Level 3
(in thousands)
U.S. government sponsored enterprises	$	293	$	-	$	293	$	-
State, county and municipals		99,784		-		99,208		576
Mortgage-backed securities		54,543		-		54,543		-
Corporate debt securities		1,140		-		-		1,140
Equity securities		3,927		3,927		-		-
Securities AFS, June 30, 2015	$	159,687	$	3,927	$	154,044	$	1,716

(in thousands)
U.S. government sponsored enterprises	$	1,039	$	-	$	1,039	$	-
State, county and municipals		102,776		-		102,200		576
Mortgage-backed securities		61,677		-		61,677		-
Corporate debt securities		220		-		-		220
Equity securities		2,763		2,763		-		-
Securities AFS, December 31, 2014	$	168,475	$	2,763	$	164,916	$	796

The following is a description of the valuation methodologies used by the Company for the Securities AFS noted in the tables of this footnote. Where quoted market prices on securities exchanges are available, the investment is classified as Level 1. Level 1 investments primarily include exchange-traded equity securities available for sale. If quoted market prices are not available, fair value is generally determined using prices obtained from independent pricing vendors who use pricing models (with typical inputs including benchmark yields, reported trades for similar securities, issuer spreads or relationship to other benchmark quoted securities), or discounted cash flows, and are classified as Level 2. Examples of these investments include mortgage-related securities and obligations of state, county and municipals. Finally, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, investments are classified within Level 3 of the hierarchy. Examples of these include auction rate securities available for sale (for which there has been no liquid market since 2008) and corporate debt securities, which include trust preferred security investments. At June 30, 2015 and December 31, 2014, it was determined that carrying value was the best approximation of fair value for these Level 3 securities, based primarily on receipt of par from refinances for the auction rate securities and the internal analysis on the corporate debt securities.

The following table presents the Company’s impaired loans and other real estate owned (“OREO”) measured at fair value on a nonrecurring basis for the periods presented.

Measured at Fair Value on a Nonrecurring Basis

Fair Value Measurements Using

(in thousands)		Total		Level 1		Level 2		Level 3
June 30, 2015:
Impaired loans	$	7,181	$	-	$	-	$	7,181
OREO		964		-		-		964
December 31, 2014:
Impaired loans	$	8,278	$	-	$	-	$	8,278
OREO		1,966		-		-		1,966

Note 9 - Fair Value Measurements, continued

The following is a description of the valuation methodologies used by the Company for the items noted in the table above, including the general classification of such instruments in the fair value hierarchy. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. For OREO, the fair value is based upon the estimated fair value of the underlying collateral adjusted for the expected costs to sell.

The carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2015 and December 31, 2014 are shown below.

June 30, 2015

(in thousands)

Carrying
Amount

Estimated
Fair Value

Level 1

Level 2

Level 3

Financial assets:

Cash and cash equivalents

58,766

Certificates of deposit in other banks

4,168

4,186

Securities AFS

159,687

3,927

154,044

1,716

Other investments

8,117

5,976

2,141

Loans held for sale

3,884

3,931

Loans, net

873,579

885,298

Bank owned life insurance

27,976

Financial liabilities:

Deposits

999,939

1,001,955

Short-term borrowings

10,000

Notes payable

21,045

23,961

11,524

12,437

Junior subordinated debentures

12,427

11,806

Subordinated notes

11,831

11,545


December 31, 2014
(in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	68,708	$	68,708	$	68,708	$	-	$	-
Certificates of deposit in other banks		10,385		10,421		-		10,421		-
Securities AFS		168,475		168,475		2,763		164,916		796
Other investments		8,065		8,065		-		5,924		2,141
Loans held for sale		7,272		7,272		-		7,272		-
Loans, net		874,053		881,793		-		-		881,793
Bank owned life insurance		27,479		27,479		27,479		-		-

Financial liabilities:
Deposits	$	1,059,903	$	1,062,262	$	-	$	-	$	1,062,262
Notes payable		21,175		24,212		-		11,526		12,686
Junior subordinated debentures		12,328		11,711		-		-		11,711

Not all the financial instruments listed in the table above are subject to the disclosure provisions of ASC 820, as certain assets and liabilities result in their carrying value approximating fair value. These include cash and cash equivalents, other investments, bank owned life insurance, short-term borrowings, and nonmaturing deposits. For those financial instruments not previously disclosed the following is a description of the evaluation methodologies used.

Certificates of deposits in other banks: Fair values are estimated using discounted cash flow analysis based on current interest rates being offered by instruments with similar terms and represents a Level 2 measurement.

Note 9 - Fair Value Measurements, continued

Other investments: The carrying amount of Federal Reserve Bank, Bankers Bank, Farmer Mac, and FHLB stock is a reasonably accepted fair value estimate given their restricted nature. Fair value is the redeemable (carrying) value based on the redemption provisions of the instruments which is considered a Level 2 measurement. The carrying amount of the remaining other investments (particularly common stocks of companies or other banks that are not publicly traded) approximates their fair value, determined primarily by analysis of company financial statements and recent capital issuances of the respective companies or banks, if any, and represents a Level 3 measurement.

Loans held for sale: The fair value estimation process for the loans held for sale portfolio is segregated by loan type. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics and represents a Level 2 measurement.

Loans, net: For variable-rate loans that reprice frequently and with no significant change in credit risk or other optionality, fair values are based on carrying values. Fair values for all other loans are estimated by discounting contractual cash flows using estimated market discount rates, which reflect the credit and interest rate risk inherent in the loan. Collateral-dependent impaired loans are included in loans, net. The fair value of loans is considered to be a Level 3 measurement due to internally developed discounted cash flow measurements.

Deposits: The fair value of deposits with no stated maturity (such as demand deposits, savings, interest and non-interest checking, and money market accounts) is, by definition, equal to the amount payable on demand at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market place on certificates of similar remaining maturities. Use of internal discounted cash flows provides a Level 3 fair value measurement.

Notes payable: The fair value of the Federal Home Loan Bank advances is obtained from the Federal Home Loan Bank which uses a discounted cash flow analysis based on current market rates of similar maturity debt securities and represents a Level 2 measurement. The fair values of remaining notes payable are estimated using discounted cash flow analysis based on current interest rates being offered by instruments with similar terms and credit quality which represents a Level 3 measurement.

Junior subordinated debentures and subordinated notes: The fair values of these debt instruments utilize a discounted cash flow analysis based on an estimate of current interest rates being offered by instruments with similar terms and credit quality. Since the market for these instruments is limited, the internal evaluation represents a Level 3 measurement.

Off-balance-sheet instruments: The estimated fair value of letters of credit at June 30, 2015 and December 31, 2014 was insignificant. Loan commitments on which the committed interest rate is less than the current market rate are also insignificant at June 30, 2015 and December 31, 2014.

Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Fair value estimates may not be realizable in an immediate settlement of the instrument. In some instances, there are no quoted market prices for the Company’s various financial instruments, in which case fair values may be based on estimates using present value or other valuation techniques, or based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of the financial instruments, or other factors. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. Subsequent changes in assumptions could significantly affect the estimates.

Note 10 – Subsequent Events

On July 21, 2015 the Company’s Board of Directors approved to modify its current common stock repurchase program, adding $6 million more to repurchase up to 175,000 more shares of its outstanding common stock, which when combined with the previous authorizations, provides for utilization of up to $18 million to repurchase up to 800,000 shares of its common stock. Life-to-date through June 30, 2015, the Company has repurchased 390,595 shares of its common stock for $9.4 million.

Effective August 7, 2015 Nicolet National Bank sold its Neillsville, WI and Fairchild, WI branches to another community bank (the “Buyer”). The Buyer assumed $38 million in deposits and purchased $13 million in loans and other assets. The sale resulted in an overall net gain of approximately $0.2 million.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Nicolet Bankshares, Inc. is a bank holding company headquartered in Green Bay, Wisconsin, providing a diversified range of traditional banking and wealth management services to individuals and businesses in its market area through the 23 branch offices of its banking subsidiary, Nicolet National Bank, in northeastern and central Wisconsin and Menominee, Michigan.

At June 30, 2015, Nicolet Bankshares, Inc. and its subsidiaries (“Nicolet” or the “Company”) had total assets of $1.2 billion, loans of $883 million, deposits of $1.0 billion and total shareholders’ equity of $114 million. Nicolet’s profitability is significantly dependent upon net interest income (interest income earned on loans and other interest-earning assets such as investments, net of interest expense on deposits and other borrowed funds), and noninterest income sources (including but not limited to service charges on deposits, trust and brokerage fees, mortgage income from sales of residential mortgages into the secondary market, and other fees or revenue from financial services provided to customers or ancillary to loans and deposits), offset by the level of the provision for loan losses, noninterest expenses (largely employee compensation and overhead expenses tied to processing and operating the Bank’s business), and income taxes. Business volumes and pricing drive revenue potential and tend to be influenced by overall economic factors, including market interest rates, business spending, consumer confidence, economic growth and competitive conditions within the marketplace. For the six months ended June 30, 2015, Nicolet earned net income of $6.0 million, and after $122,000 of preferred stock dividends, net income available to common shareholders was $5.9 million or $1.36 per diluted common share.

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. Stockholders 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:


	•	operating, legal and regulatory risks, including the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations promulgated thereunder, as well as the rules by the Federal bank regulatory agencies to implement the Basel III capital accord;
	•	economic, 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;
	•	potential difficulties in integrating the operations of Nicolet with those of acquired entities, if any;
	•	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 analyses 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.

Critical Accounting Policies

The consolidated financial statements of Nicolet are prepared in conformity with U.S. GAAP and follow general practices within the industry in which it operates. This preparation requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the consolidated financial statements. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates that are particularly susceptible to significant change include the valuation of loans acquired in business combinations, as well as the determination of the allowance for loan losses and income taxes and, therefore, are critical accounting policies.

Valuation of Loans Acquired in Business Combinations

Acquisitions accounted for under FASB ASC Topic 805, Business Combinations, require the use of the acquisition method of accounting. Assets acquired and liabilities assumed in a business combination are recorded at estimated fair value on their purchase date. In particular, the valuation of acquired loans involves significant estimates, assumptions and judgment based on information available as of the acquisition date. Substantially all loans acquired in the transaction are evaluated either individually or in pools of loans with similar characteristics; and since the estimated fair value of acquired loans includes a credit consideration, no carryover of any previously recorded allowance for loan losses is recorded at acquisition. A number of factors are considered in determining the estimated fair value of purchased loans including, among other things, the remaining life of the acquired loans, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, estimated holding periods, contractual interest rates compared to market interest rates, and net present value of cash flows expected to be received.

In determining the Day 1 Fair Values of acquired loans, management calculates a non-accretable difference (the credit mark component of the acquired loans) and an accretable difference (the market rate or yield component of the acquired loans). The non-accretable difference is the difference between the undiscounted contractually required payments and the undiscounted cash flows expected to be collected in accordance with management’s determination of the Day 1 Fair Values. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows will result in a reversal of the provision for loan losses to the extent of prior charges and then an adjustment to the accretable and non-accretable differences, which would have a positive impact on interest income.

The accretable yield on acquired loans is the difference between the expected cash flows and the initial investment in the acquired loans. The accretable yield is recognized into earnings using the effective yield method over the term of the loans. Management separately monitors the acquired loan portfolio and periodically reviews loans contained within this portfolio against the factors and assumptions used in determining the Day 1 Fair Values.

Allowance for Loan Losses (“ALLL”)

The ALLL is a reserve for estimated credit losses on individually evaluated loans determined to be impaired as well as estimated credit losses inherent in the loan portfolio. Actual credit losses, net of recoveries, are deducted from the ALLL. Loans are charged off when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL. A provision for loan losses, which is a charge against earnings, is recorded to bring the ALLL to a level that, in management’s judgment, is adequate to absorb probable losses in the loan portfolio. Management’s evaluation process used to determine the appropriateness of the ALLL is subject to the use of estimates, assumptions, and judgment. The evaluation process involves gathering and interpreting many qualitative and quantitative factors which could affect probable credit losses. Because interpretation and analysis involves judgment, current economic or business conditions can change, and future events are inherently difficult to predict, the anticipated amount of estimated loan losses and therefore the appropriateness of the ALLL could change significantly.

The allocation methodology applied by Nicolet is designed to assess the appropriateness of the ALLL and includes allocations for specifically identified impaired loans and loss factor allocations for all remaining loans, with a component primarily based on historical loss rates and a component primarily based on other qualitative factors. The methodology includes evaluation and consideration of several factors, such as, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and nonaccrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or circumstances underlying the collectability of loans. Because each of the criteria used is subject to change, the allocation of the ALLL is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular loan category. The total allowance is available to absorb losses from any segment of the loan portfolio. Management believes the ALLL is appropriate at June 30, 2015. The allowance analysis is reviewed by the board of directors on a quarterly basis in compliance with regulatory requirements. In addition, various regulatory agencies periodically review the ALLL. These agencies may require Nicolet to make additions to the ALLL based on their judgments of collectability based on information available to them at the time of their examination.

Income taxes

The assessment of income tax assets and liabilities involves the use of estimates, assumptions, interpretation, and judgment concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings.

Nicolet files a consolidated federal income tax return and a combined state income tax return (both of which include Nicolet and its wholly owned subsidiaries). Accordingly, amounts equal to tax benefits of those companies having taxable federal losses or credits are reimbursed by the companies that incur federal tax liabilities. Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax law rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through provision for income tax expense. Valuation allowances are established when it is more likely than not that a portion of the full amount of the deferred tax asset will not be realized. In assessing the ability to realize deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. Nicolet may also recognize a liability for unrecognized tax benefits from uncertain tax positions. Unrecognized tax benefits represent the differences between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured in the financial statements. Penalties related to unrecognized tax benefits are classified as income tax expense.

Management’s Discussion and Analysis

The following discussion is Nicolet management’s analysis of the consolidated financial condition as of June 30, 2015 and December 31, 2014 and results of operations for the three and six-month periods ended June 30, 2015 and 2014. It should be read in conjunction with Nicolet’s audited consolidated financial statements as of December 31, 2014 and 2013, and for the two years ended December 31, 2014, included in Nicolet’s Annual Report on Form 10-K for the year ended December 31, 2014.

Performance Summary

Nicolet reported net income of $6.0 million for the six months ended June 30, 2015, compared to $4.8 million for the first six months of 2014. After $122,000 of preferred stock dividends, net income available to common shareholders was $5.9 million, or $1.36 per diluted common share for the first half of 2015. Comparatively, after $122,000 of preferred stock dividends, net income available to common shareholders was $4.6 million, or $1.08 per diluted common share for the first half of 2014.


•	Net interest income was $20.7 million for the first six months of 2015, an increase of $0.2 million or 1% over the first six months of 2014. The improvement was primarily the result of favorable volume variances in excess of unfavorable rate variances. On a tax-equivalent basis, the net interest margin for the first six months of 2015 was 3.89%, up 10 basis points (“bps”) from 3.79% for the comparable 2014 period. Between the comparable six-month periods, the earning asset yield increased 10 bps to 4.55%, while the cost of interest bearing liabilities increased by 4 bps to 0.83%, resulting in a 6 bps increase in the interest rate spread between the comparable six-month periods.

•	Loans were $883 million at June 30, 2015, unchanged from $883 million at December 31, 2014, but up $23 million or 3% over $860 million at June 30, 2014. Between the comparative six-month periods, average loans grew 4%, to $884 million for 2015 yielding 5.14%, compared to $851 million for 2014 yielding 5.31%. The loan yields for both six-month periods included similar discount accretion on acquired loans.

•	Total deposits were $1.0 billion at June 30, 2015, down $60 million or 6% from $1.1 billion at December 31, 2014 (following a customary pattern of deposit decline historically following year ends through the first six months of the year). Between the comparative six-month periods, average total deposits were unchanged at $1.0 billion, with interest-bearing deposits costing 0.64% for the first half of 2015, compared to 0.62% for the same period in 2014.


•	Asset quality measures were strong at June 30, 2015. Nonperforming assets were $5.2 million at June 30, 2015, down 29% from year end 2014 and down 40% from a year ago. Nonperforming assets represented 0.44%, 0.61% and 0.74% of total assets at June 30, 2015, December 31, 2014, and June 30, 2014, respectively. The allowance for loan losses was $9.7 million or 1.10% of loans at June 30, 2015, compared to $9.3 million or 1.05%, respectively at year end 2014, and $9.6 million or 1.12%, respectively at June 30, 2014. The provision for loan losses was $0.9 million with net charge offs of $0.5 million for the first six months of 2015, versus provision of $1.4 million with $0.9 million of net charge offs for the comparable 2014 period.

•	Noninterest income was $9.0 million for the first six months of 2015 (including $1.0 million net gain on sales or write-downs of assets) compared to $6.6 million for the first six months of 2014 (which included $0.3 million net gain on sales or write-downs of assets). Removing these net gains, noninterest income was up $1.7 million or 27% between the six-month periods. The most notable increase over prior year was mortgage income which was up $1.2 million or 188%, resulting from significantly stronger production in the first half of 2015 compared to the first half of 2014.

•	Noninterest expense was $19.5 million for the first six months of 2015, up $0.5 million or 2% over the first six months of 2014. Between the six-month periods, salaries and benefits were up $0.7 million or 6% largely a result of merit increases, incentive accruals and higher stock compensation expense. Processing costs were up $0.2 million or 13% mostly commensurate with growth in the number of accounts and enhanced fraud software implemented in 2015. All other noninterest expense categories in the first half of 2015 were down compared to the first half of 2014, with occupancy, equipment and office expense showing the most notable decrease as a result of a less harsh 2015 winter than the prior year, and final integration costs for phones and systems expensed in the first half of 2014.

Net Interest Income

Nicolet’s earnings are substantially dependent on net interest income. Net interest income is the primary source of Nicolet’s revenue and is the difference between interest income earned on interest earning assets, such as loans and investments, and interest expense on interest-bearing liabilities, such as deposits and other borrowings. Net interest income is directly impacted by the sensitivity of the balance sheet to changes in interest rates and by the amount and composition of earning assets and interest-bearing liabilities, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities, and repricing frequencies.

Net interest income in the consolidated statements of income (which excludes any taxable equivalent adjustment) was $20.7 million in the first six months of 2015, 1% higher than $20.5 million in the first six months of 2014. Taxable equivalent adjustments (adjustments to bring tax-exempt interest to a level that would yield the same after-tax income had that been subject to a 34% tax rate) were $0.6 million and $0.3 million for the first six months of 2015 and 2014, respectively, resulting in taxable equivalent net interest income of $21.3 million and $20.8 million, respectively.

Taxable 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.

Tables 1 through 5 present information to facilitate the review and discussion of selected average balance sheet items, taxable equivalent net interest income, interest rate spread and net interest margin.

Table 1: Year-To-Date Net Interest Income Analysis


	For the Six Months Ended June 30,
	2015							2014
(in thousands)	Average Balance		Interest		Average Rate			Average Balance		Interest		Average Rate
ASSETS
Earning assets
Loans, including loan fees (1)(2)	$	883,794	$	22,822		5.14	%	$	851,033	$	22,686		5.31	%
Investment securities
Taxable		77,145		759		1.97	%		86,676		833		1.92	%
Tax-exempt (2)		86,430		1,048		2.43	%		41,539		609		2.93	%
Other interest-earning assets		41,779		219		1.05	%		112,790		263		0.47	%
Total interest-earning assets		1,089,148	$	24,848		4.55	%		1,092,038	$	24,391		4.45	%
Cash and due from banks		30,154							36,078
Other assets		70,047							64,996
Total assets	$	1,189,349						$	1,193,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities
Savings	$	124,086	$	151		0.25	%	$	103,854	$	128		0.25	%
Interest-bearing demand		204,373		828		0.82	%		205,956		752		0.74	%
MMA		258,947		296		0.23	%		273,851		396		0.29	%
Core CDs and IRAs		207,284		1,134		1.10	%		231,590		1,123		0.98	%
Brokered deposits		30,577		208		1.37	%		43,871		247		1.13	%
Total interest-bearing deposits		825,267		2,617		0.64	%		859,122		2,646		0.62	%
Other interest-bearing liabilities		41,352		942		4.54	%		53,722		940		3.48	%
Total interest-bearing liabilities		866,619		3,559		0.83	%		912,844		3,586		0.79	%
Noninterest-bearing demand		200,392							165,177
Other liabilities		8,982							7,997
Total equity		113,356							107,094
Total liabilities and stockholders’ equity	$	1,189,349						$	1,193,112
Net interest income and rate spread			$	21,289		3.72	%			$	20,805		3.66	%
Net interest margin						3.89	%						3.79	%


(1)	Nonaccrual loans 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 34% and adjusted for the disallowance of interest expense.

Table 2: Year-To-Date Volume/Rate Variance

Comparison of the six months ended June 30, 2015 versus the six months ended June 30, 2014 follows:


	Increase (decrease) Due to Changes in
(in thousands)	Volume			Rate			Net
Earning assets

Loans	$	859		$	(723	)	$	136
Investment securities
Taxable		(80	)		6			(74	)
Tax-exempt		560			(121	)		439
Other interest-earning assets		(30	)		(14	)		(44	)

Total interest-earning assets	$	1,309		$	(852	)	$	457

Interest-bearing liabilities
Savings deposits	$	25		$	(2	)	$	23
Interest-bearing demand		(6	)		82			76
MMA		(21	)		(79	)		(100	)
Core CDs and IRAs		(125	)		136			11
Brokered deposits		(84	)		45			(39	)

Total interest-bearing deposits		(211	)		182			(29	)
Other interest-bearing liabilities		106			(104	)		2

Total interest-bearing liabilities		(105	)		78			(27	)
Net interest income	$	1,414		$	(930	)	$	484

Table 3: Quarterly Net Interest Income Analysis


	For the Three Months Ended June 30,
	2015							2014
(in thousands)	Average Balance		Interest		Average Rate			Average Balance		Interest		Average Rate
ASSETS
Earning assets
Loans, including loan fees (1)(2)	$	878,753	$	10,813		4.88	%	$	855,315	$	11,647		5.40	%
Investment securities
Taxable		75,776		365		1.93	%		85,326		415		1.95	%
Tax-exempt (2)		86,180		520		2.41	%		46,062		312		2.71	%
Other interest-earning assets		38,746		119		1.24	%		96,859		128		0.52	%
Total interest-earning assets		1,079,455	$	11,817		4.35	%		1,083,562	$	12,502		4.58	%
Cash and due from banks		29,925							29,367
Other assets		69,372							64,725
Total assets	$	1,178,752						$	1,177,654
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities
Savings	$	126,195	$	78		0.25	%	$	107,025	$	67		0.25	%
Interest-bearing demand		205,531		423		0.82	%		208,668		384		0.74	%
MMA		242,269		135		0.22	%		262,779		185		0.28	%
Core CDs and IRAs		205,409		567		1.11	%		229,251		614		1.08	%
Brokered deposits		30,569		105		1.38	%		36,509		115		1.26	%
Total interest-bearing deposits		809,973		1,308		0.65	%		844,232		1,365		0.65	%
Other interest-bearing liabilities		43,795		510		4.60	%		50,815		468		3.64	%
Total interest-bearing liabilities		853,768		1,818		0.85	%		895,047		1,833		0.82	%
Noninterest-bearing demand		201,783							165,909
Other liabilities		9,052							8,885
Total equity		114,149							107,813
Total liabilities and stockholders’ equity	$	1,178,752						$	1,177,654
Net interest income and rate spread			$	9,999		3.50	%			$	10,669		3.76	%
Net interest margin						3.67	%						3.90	%


(1)	Nonaccrual loans 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 34% and adjusted for the disallowance of interest expense.

Table 4: Quarterly Volume/Rate Variance

Comparison of the three months ended June 30, 2015 versus the three months ended June 30, 2014 follows:


	Increase (decrease) Due to Changes in
(in thousands)	Volume			Rate			Net
Earning assets

Loans	$	311		$	(1,145	)	$	(834	)
Investment securities
Taxable		(39	)		(11	)		(50	)
Tax-exempt		245			(37	)		208
Other interest-earning assets		(9	)		-			(9	)

Total interest-earning assets	$	508		$	(1,193	)	$	(685	)

Interest-bearing liabilities
Savings deposits	$	12		$	(1	)	$	11
Interest-bearing demand		(6	)		45			39
MMA		(14	)		(36	)		(50	)
Core CDs and IRAs		(65	)		18			(47	)
Brokered deposits		(20	)		10			(10	)

Total interest-bearing deposits		(93	)		36			(57	)
Other interest-bearing liabilities		90			(48	)		42

Total interest-bearing liabilities		(3	)		(12	)		(15	)
Net interest income	$	511		$	(1,181	)	$	(670	)

Table 5: Interest Rate Spread, Margin and Average Balance Mix — Taxable-Equivalent Basis


	Six Months Ended June 30,
	2015								2014
(in thousands)	Averag Balance		% of Earning Assets			Yield/Rate			Average Balance		% of Earning Assets			Yield/Rate
Total loans	$	883,794		81.1	%		5.14	%	$	851,033		77.9	%		5.31	%
Securities and other earning assets		205,354		18.9	%		1.98	%		241,005		22.1	%		1.42	%
Total interest-earning assets	$	1,089,148		100	%		4.55	%	$	1,092,038		100	%		4.45	%

Interest-bearing liabilities	$	866,619		79.6	%		0.83	%	$	912,844		83.6	%		0.79	%

Noninterest-bearing funds, net		222,529		20.4	%					179,194		16.4	%
Total funds sources	$	1,089,148		100	%		0.64	%	$	1,092,038		100	%		0.66	%
Interest rate spread							3.72	%							3.66	%
Contribution from net free funds							0.17	%							0.13	%
Net interest margin							3.89	%							3.79	%

Taxable-equivalent net interest income was $21.3 million for the first six months of 2015, an increase of $0.5 million or 2% over the same period in 2014. Taxable equivalent interest income increased $0.5 million (or 2%) between the six-month periods driven by loans, including $0.9 million more interest income from higher loan volumes offset by $0.7 million from lower loan yields, and aided by greater deployment of low-earning cash into investments. Interest expense remained consistent between the periods.

The taxable-equivalent net interest margin was 3.89% for the first six months of 2015, up 10 bps versus the first six months of 2014. With a favorable increase in earning asset yield to 4.55% (up 10 bps) and a 4 bps rise in the cost of funds (to 0.83%), the interest rate spread rose 6 bps between the first half periods. In general, there has been and will be underlying downward margin pressure as assets mature in this prolonged low-rate environment, with current reinvestment rates substantially lower than previous rates and less opportunity to offset such with similar changes in the already low cost of funds. Additionally, while both 2015 and 2014 periods are experiencing favorable income from discount accretion on acquired loans, particularly where such loans pay or resolve at better than their carrying values, such favorable interest flow can be sporadic and will likely diminish over time.

The earning asset yield was influenced mainly by loans, representing 81% of average earning assets and yielding 5.14% for the first six months of 2015, compared to 78% and 5.31%, respectively, for the first six months of 2014. The 17 bps decrease in loan yield between the six-month periods was largely due to lower loan yields in the prolonged rate environment, as aggregate discount accretion on acquired loans was similar between the six-month periods. Non-loan earning assets represented 19% of average earning assets and yielded 1.98%, versus 22% and 1.42%, respectively for the comparable six-month period in 2014. A significantly lower proportion of low-earning cash was the main reason for the 56 bps increase in the non-loan yield between the six-month periods (i.e. interest-bearing cash representing 4% of average earning assets for the first half of 2015 versus 10% a year ago).

Nicolet’s cost of funds increased 4 bps to 0.83% for the first six months of 2015 compared to a year ago. The average cost of interest-bearing deposits (which represent over 90% of average interest-bearing liabilities for both periods), was 0.64% for the first six months of 2015, up 2 bps over the first six months of 2014. The cost of interest-bearing demand deposits increased 8 bps as a result of mix changes with average balances remaining steady. Costs associated with money market accounts decreased 6 bps in conjunction with a drop in deposit rates compared to last year. The costs related to time deposits (both CDs and brokered deposits) increased as lower costing time deposits matured leaving a base of higher costing funds but at lower average balances. Average other interest-bearing liabilities (comprised of short- and long-term borrowings) decreased $12.4 million and cost 106 bps more between the six-month periods as lower cost advances matured and were not renewed and subordinated debt was added to the funding mix in the first half of 2015.

Average interest-earning assets were $1.1 billion for the first six months of 2015 and 2014. While the balance of average interest-earning assets was consistent, the mix improved, led by an increase in total loans of $33 million (to $884 million, up 4%) offset by a decrease in average non-loan earning assets of $36 million (comprised of a $71 million decline in interest-bearing cash and a $35 million increase in investments) to $205 million.

Average interest-bearing liabilities were $867 million, down $46 million or 5% versus the first six months of 2014, comprised of a $34 million decrease in interest-bearing deposits (to $825 million, representing 95% of average interest-bearing liabilities), and an $12 million decrease in average other interest-bearing liabilities (to $41 million) led by lower repurchase agreements and FHLB advances offset partly by new subordinated debt.

Provision for Loan Losses

The provision for loan losses for the six months ended June 30, 2015 and 2014 was $0.9 million and $1.4 million, respectively, exceeding net charge offs of $0.5 million and $0.9 million, respectively. Asset quality trends remained strong with continued resolutions of problem loans. The ALLL was $9.7 million (1.10% of loans) at June 30, 2015, compared to $9.3 million (1.05% of loans) at December 31, 2014 and $9.6 million (1.12% of loans) at June 30, 2014.

The provision for loan losses is predominantly a function of Nicolet’s methodology and judgment as to qualitative and quantitative factors used to determine the adequacy of the ALLL. The adequacy of the ALLL 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 factors which could affect potential credit losses. For additional information regarding asset quality and the ALLL, see “Balance Sheet Analysis — Loans,” “— Allowance for Loan and Lease Losses,” and “— Impaired Loans and Nonperforming Assets.

Noninterest Income

Table 6: Noninterest Income


	For the three months ended June 30,											For the six months ended June 30,
	2015		2014			$ Change			% Change			2015		2014		$ Change			% Change
(in thousands)
Service charges on deposit accounts	$	612	$	544		$	68			12.5	%	$	1,121	$	1,038	$	83			8.0	%
Trust services fee income		1,236		1,119			117			10.5			2,440		2,224		216			9.7
Mortgage income		985		431			554			128.5			1,859		646		1,213			187.8
Brokerage fee income		169		166			3			1.8			339		326		13			4.0
Bank owned life insurance (“BOLI”)		255		220			35			15.9			497		434		63			14.5
Rent income		282		288			(6	)		(2.1	)		566		588		(22	)		(3.7	)
Investment advisory fees		85		102			(17	)		(16.7	)		203		212		(9	)		(4.2	)
Gain on sale or write-down of assets, net		740		(442	)		1,182			N/M*			951		308		643			N/M*
Other income		530		452			78			17.3			988		864		124			14.4
Total noninterest income	$	4,894	$	2,880		$	2,014			69.9	%	$	8,964	$	6,640	$	2,324			35.0	%
Noninterest income without net gains	$	4,154	$	3,322		$	832			25.0	%	$	8,013	$	6,332	$	1,681			26.5	%

*N/M means not meaningful.

Comparison of the six months ending June 30, 2015 versus 2014

Noninterest income was $9.0 million for the first six months of 2015 (including $1.0 million of net gain on sales of assets), compared to $6.6 million for the first six months of 2014 (including $0.3 million of net gain on sale of assets). Removing these net gains, noninterest income was up $1.7 million or 26.5% between the six-month periods.

Net gain on sale or write-down of assets was $1.0 million and $0.3 million for the six months of 2015 and 2014, respectively. The 2015 activity consisted of $0.6 million net gains on sales of investments and $0.3 million net gains on sales of OREO while the 2014 activity consisted of a $0.3 million gain on the sale of an equity security holding, $0.6 million net gain on sales of OREO and a $0.6 million write-down of an acquired former branch building moved to OREO in second quarter 2014.

Service charges on deposit accounts were $1.1 million for the first six months of 2015, up $0.1 million (or 8.0%) over the comparable period of 2014, mainly due to the increase in the number of accounts.

Trust service fees increased to $2.4 million for the first six months of 2015, up $0.2 million (or 9.7%) over the comparable 2014 period. Brokerage fees were $0.3 million, up 4.0% over the first six months of 2014. Both benefited from continued market improvement over last year and net new business, as well as on rising assets under management on which trust fees are based.

Mortgage income represents predominantly net gains received from the sale of residential real estate loans service-released into the secondary market and, to a smaller degree, some related income. The first half of 2015 saw a significantly more robust mortgage market and strong production compared to the first half of 2014 (with six-month originations of $105 million for 2015 versus $33 million for 2014). As a result, mortgage income was $1.9 million for first half 2015 compared to $0.6 million for first half 2014 (up $1.2 million or 187.8% between the six-month periods).

The remaining income categories included modest increases. BOLI income was $0.5 million for the first six months of 2015, up 14.5% over the comparable period in 2014 in line with the 15% increase in the average BOLI balance. Rent income, investment advisory fees and other noninterest income combined were $1.8 million for the first six months of 2015 compared to $1.7 million for the comparable 2014 period, with the increase mostly attributable to ancillary fees tied to deposit-related products, such as debit card and wire fee income.

Noninterest Expense

Table 7: Noninterest Expense


	For the three months ended June 30,										For the six months ended June 30,
	2015		2014		$ Change			% Change			2015		2014		$ Change			% Change
(in thousands)
Salaries and employee benefits	$	5,668	$	5,384		284		$	5.3	%	$	11,359	$	10,679	$	680			6.4	%
Occupancy, equipment and office		1,733		1,737		(4	)		(0.2	)		3,518		3,635		(117	)		(3.2	)
Business development and marketing		550		537		13			2.4			1,035		1,072		(37	)		(3.5	)
Data processing		890		775		115			14.8			1,721		1,529		192			12.6
FDIC assessments		163		203		(40	)		(19.7	)		327		387		(60	)		(15.5	)
Core deposit intangible amortization		260		315		(55	)		(17.5	)		535		650		(115	)		(17.7	)
Other		460		533		(73	)		(13.7	)		1,031		1,120		(89	)		(7.9	)
Total noninterest expense	$	9,724	$	9,484	$	240			2.5	%	$	19,526	$	19,072	$	454			2.4	%

Comparison of the six months ending June 30, 2015 versus 2014

Total noninterest expense was $19.5 million for the first six months of 2015, up $0.5 million, or 2.4% over the first six months of 2014 in line with a continual focus on expense management. Salaries and employee benefits and data processing were up while all other expense categories were down compared to the same period in 2014.

Salaries and employee benefits expense was $11.4 million for the first six months of 2015, up $0.7 million or 6.4% compared to the first six months of 2014, primarily the result of merit increases, incentive accruals and higher stock based compensation. Average full time equivalent employees for the first six months of 2015 were 284, up 1% over 280 for the comparable 2014 period.

Occupancy, equipment and office expense decreased $0.1 million to $3.5 million for the first six months of 2015 compared to 2014. This 3.2% decrease was primarily the result of a less harsh 2015 winter than 2014 resulting in lower expenses for utilities and snowplowing. The first six months of 2014 also included final integration costs on systems and phones not recurring in 2015.

Business development and marketing expense decreased slightly between the comparable six-month periods, with similar spending on promotional materials and media advertising.

Data processing expenses, which are primarily volume-based, rose $0.2 million or 12.6% between the six-month periods, in line with the increase in number of accounts, enhanced fraud software implemented in 2015 and increased services.

Core deposit intangible amortization declined as the intangible has aged under an accelerated amortization schedule. FDIC assessments were lower between the six-month periods mostly due to a lower assessment rate, and other expense declined mostly from lower OREO and foreclosure costs.

Income Taxes

For the six-month periods ending June 30, 2015 and 2014, income tax expense was $3.2 million and $1.9 million, respectively. GAAP requires that deferred income taxes be analyzed to determine if a valuation allowance is required. A valuation allowance is required if it is more likely than not that some portion of the deferred tax asset will not be realized. No valuation allowance was determined to be necessary as of June 30, 2015 or December 31, 2014.

Comparison of the three months ending June 30, 2015 versus 2014

Nicolet reported net income of $2.9 million for the three months ended June 30, 2015, compared to $2.6 million for the comparable period of 2014. Net income available to common shareholders for the second quarter of 2015 was $2.9 million, or $0.66 per diluted common share, compared to net income available to common shareholders of $2.5 million, or $0.58 per diluted common share, for the second quarter of 2014.

Net interest income in the consolidated statements of income (which excludes any taxable equivalent adjustment) was $9.7 million in the second quarter of 2015 versus $10.5 million in the second quarter of 2014. Taxable equivalent adjustments (adjustments to bring tax-exempt interest to a level that would yield the same after-tax income had that been subject to a 34% tax rate) were $0.3 million and $0.2 million for the three months ended June 30, 2015 and 2014, respectively, resulting in taxable equivalent net interest income of $10.0 million and $10.7 million, respectively. Taxable equivalent net interest income for second quarter 2015 was down $0.7 million or 6% versus second quarter 2014, with $1.2 million of the decrease due to rate variances (predominately in loans, with the 2014 quarter carrying higher levels of discount accretion on resolving acquired loans including one that resolved at $0.3 million greater than its estimated fair value, as well as underlying loan yield pressure) offset with a $0.5 million increase from favorable volume variances (especially in earning assets).

The earning asset yield was 4.35% for second quarter 2015, 23 bps lower than second quarter 2014, mainly due to a decline in the yield on loans (as explained above) offset by a lower percentage of average non-loan earning assets (19% for second quarter 2015 versus 21% of earning assets for second quarter 2014) which earn less than loan assets.

Between the second quarter periods, the cost of funds increased 3 bps to 0.85% in 2015 versus 2014. The increase in cost of funds was driven mainly by the 2015 quarter carrying new 5% subordinated debt in other interest-bearing liabilities which cost 4.60% in 2015, up 96 bps over the 2014 quarter, while the cost of interest-bearing deposits remained unchanged at 0.65% in both the second quarter of 2015 and 2014.

Noninterest income was $4.9 million for second quarter 2015, up $2.0 million from $2.9 million for the second quarter 2014. Noninterest income without net gains was up $0.8 million or 25%, largely due to mortgage income (up $0.6 million given higher production), and trust and brokerage fees (up $0.1 million combined given increased business and market improvements). Net gain on sale or write-down of assets for second quarter 2015 consisted of a $0.2 million net gain on OREO resolutions and $0.6 million gains on sales of investments, while second quarter 2014 included a $0.6 million write-down of an acquired former branch building moved to OREO offset by a $0.2 million net gain on OREO resolutions.

Noninterest expense was $9.7 million for the second quarter of 2015, up $0.2 million or 3% from second quarter 2014. Salaries and employee benefits for the second quarter of 2015 were $0.3 million or 5% higher than the second quarter of 2014 driven mostly by merit increases, incentive accruals and higher stock option expense. Data processing was $0.1 million higher than second quarter 2014 from increased accounts and enhanced fraud software implemented in 2015. All other expenses combined decreased $0.2 million between the second quarter periods due to factors consistent with the reduction in year to date expenses noted earlier.

The provision for loan losses for the three months ended June 30, 2015 and 2014 was $0.5 million and $0.7 million respectively. Net charge offs for the quarter ending June 30, 2015 were $0.3 million compared to $0.3 million for the same period in 2014. At June 30, 2015, the ALLL was $9.7 million (or 1.10% of total loans) compared to $9.6 million (or 1.12% of total loans) at June 30, 2014.

Income tax expense was $1.5 million and $0.6 million for the second quarters of 2015 and 2014, respectively. The effective tax rates were 33% for second quarter 2015 and 20% for second quarter 2014.

BALANCE SHEET ANALYSIS

Loans

Nicolet services a diverse customer base throughout Northeast and Central Wisconsin and in Menominee, Michigan including the following industries: manufacturing, agriculture, wholesaling, retail, service, and businesses supporting the general building industry. It continues to concentrate its efforts in originating loans in its local markets and assisting its current loan customers. It actively utilizes government loan programs such as those provided by the U.S. Small Business Administration to help customers weather current economic conditions and position their businesses for the future.

Nicolet’s primary lending function is to make 1) commercial loans, consisting of commercial and industrial business loans, agricultural (“AG”) production, and owner-occupied commercial real estate (“CRE”) loans; 2) CRE loans, consisting of commercial investment real estate loans, AG real estate, and construction and land development loans; 3) residential real estate loans, including residential first mortgages, residential junior mortgages (such as home equity loans and lines), and residential construction loans; and 4) retail and other loans. Using these four broad groups the mix of loans at June 30, 2015 was 56% commercial, 18% CRE loans, 25% residential real estate, and 1% retail and other loans; and grouped further the loan mix was 74% commercial-based and 26% retail-based.

Total loans were $883 million at June 30, 2015 compared to $883 million at December 31, 2014 (essentially unchanged). Compared to June 30, 2014, loans grew $23 million or 2.7%. On average, loans were $884 million and $851 million for the first six months of 2015 and 2014, respectively, up 4%.

Table 8: Period End Loan Composition


	June 30, 2015					December 31, 2014					June 30, 2014
	Amount		% of Total			Amount		% of Total			Amount		% of Total
Commercial & industrial	$	309,103		35.0	%	$	289,379		32.7	%	$	269,377		31.3	%
Owner-occupied CRE		175,809		19.9			182,574		20.7			187,225		21.8
AG production		14,432		1.6			14,617		1.6			13,982		1.6
AG real estate		40,783		4.6			42,754		4.8			41,934		4.9
CRE investment		82,486		9.3			81,873		9.3			79,639		9.3
Construction & land development		38,387		4.4			44,114		5.0			45,504		5.3
Residential construction		10,321		1.2			11,333		1.3			11,895		1.4
Residential first mortgage		153,857		17.4			158,683		18.0			154,713		18.0
Residential junior mortgage		52,433		6.0			52,104		5.9			50,244		5.8
Retail & other		5,691		0.6			5,910		0.7			5,573		0.6
Total loans	$	883,302		100	%	$	883,341		100	%	$	860,086		100	%

Broadly, commercial-based loans versus retail-based loans were unchanged at 74% commercial-based and 26% retail-based at June 30, 2015 and December 31, 2014. 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 as well as the commercial balance per borrower is typically larger than that for retail-based loans, implying higher potential losses on an individual customer basis.

Commercial and industrial loans consist primarily of commercial loans to small businesses and, to a lesser degree, to municipalities within a diverse range of industries. The credit risk related to commercial and industrial 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. Commercial and industrial loans increased $20 million since year end 2014. Commercial and industrial loans continue to be the largest segment of Nicolet’s portfolio and increased to 35.0% of the total portfolio at June 30, 2015, up from 32.7% at December 31, 2014.

Owner-occupied CRE loans declined to 19.9% of loans at June 30, 2015 from 20.7% at December 31, 2014 and primarily consist of loans within a diverse range of industries secured by business real estate that is occupied by borrowers (i.e. who operate their businesses out of the underlying collateral) and who may also have commercial and industrial loans. The credit risk related to owner-occupied CRE loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations, or on the value of underlying collateral.

AG production and AG real estate loans combined consist of loans secured by farmland and related farming operations. The credit risk related to agricultural loans is largely influenced by the prices farmers can get for their production and/or the underlying value of the farmland. In total, agricultural loans decreased $2 million since year end 2014, representing 6.2% of total loans at June 30, 2015, versus 6.4% at December 31, 2014.

The CRE investment loan classification primarily includes commercial-based mortgage loans that are secured by non-owner occupied, nonfarm/nonresidential real estate properties, and multi-family residential properties. Lending in this segment has been focused on loans that are secured by commercial income-producing properties as opposed to speculative real estate development. The balance of these loans increased $0.6 million since year end 2014, representing 9.3% of total loans at June 30, 2015 and December 31, 2014.

Loans in the construction and land development portfolio provide financing for the development of commercial income properties, multi-family residential development, and land designated for future development. Nicolet controls the credit risk on these types of loans by making loans in familiar markets, reviewing the merits of individual projects, controlling loan structure, and monitoring the progress of projects through the analysis of construction advances. Credit risk is managed by employing sound underwriting guidelines, lending primarily to borrowers in local markets, periodically evaluating the underlying collateral, and formally reviewing the borrower’s financial soundness and relationships on an ongoing basis. Lending on originated loans in this category has remained relatively steady as a percent of loans. Since December 31, 2014, balances have decreased $5.7 million, and this category represented 4.4% and 5.0% of total loans at June 30, 2015 and year-end 2014, respectively.

On a combined basis, Nicolet’s residential real estate loans represent 24.6% of total loans at June 30, 2015, down slightly from 25.2% at December 31, 2014. Residential first mortgage loans include conventional first-lien home mortgages. Residential junior mortgage real estate loans consist mainly of home equity lines and term loans secured by junior mortgage liens. Across the industry, home equities generally involve loans that are in second or junior lien positions, but Nicolet has secured many such loans in a first lien position, further mitigating the portfolio risks. Nicolet has not experienced significant losses in its residential real estate loans; however, if market values in the residential real estate markets decline, particularly in Nicolet’s market area, rising loan-to-value ratios could cause an increase in the provision for loan losses. 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 without retaining the servicing rights. Mortgage loans retained in the portfolio are typically of high quality and have historically had low net charge off rates. While mortgage loans normally hold terms of 30 years, Nicolet’s portfolio mortgages have an average contractual life of less than 15 years.

Loans in the retail and other classification represent less than 1% of the total loan portfolio, and include predominantly short-term and other personal installment loans not secured by real estate. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and/or guaranty positions. The loan balances in this portfolio remained relatively unchanged from December 31, 2014 to June 30, 2015.

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 adequate ALLL, and sound nonaccrual and charge-off policies. An active credit risk management process is used for commercial loans to further 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.

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, 2015, no significant industry concentrations existed in Nicolet’s portfolio in excess of 25% of total loans. Nicolet has also developed guidelines to manage its exposure to various types of concentration risks.

Allowance for Loan and Lease Losses

In addition to the discussion that follows, see also Note 1, “Basis of Presentation,” and Note 5, “Loans, Allowance for Loan Losses and Credit Quality,” in the notes to the unaudited consolidated financial statements and the “Critical Accounting Policies” within management’s discussion and analysis.

Credit risks within the loan portfolio are inherently different for each loan type as described under “Balance Sheet Analysis-Loans.” Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and on-going 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.

The ALLL is established through a provision for loan losses charged to expense to appropriately provide for potential credit losses in the existing loan portfolio. Loans are charged off against the ALLL when management believes that the collection of principal is unlikely. The level of the ALLL represents management’s estimate of an amount of reserves that provides for estimated probable credit losses in the loan portfolio at the balance sheet date. To assess the ALLL, 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 and forecasted economic conditions; (ix) the fair value of underlying collateral; and (x) other qualitative and quantitative factors which could affect potential credit losses. Nicolet’s methodology reflects guidance by regulatory agencies to all financial institutions.

Management allocates the ALLL by pools of risk within each loan portfolio segment. The allocation methodology consists of the following components. First, a specific reserve for the estimated shortfall is established for all loans determined to be impaired. The specific reserve in the ALLL is equal to the aggregate collateral or discounted cash flow shortfall calculated from the impairment analyses. Loans measured for impairment include nonaccrual loans, non-performing troubled debt-restructurings (“restructured loans”), or other loans determined to be impaired by management. Second, Nicolet’s management allocates ALLL with historical loss rates by loan segment. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels on an annual basis. Beginning in the first quarter of 2014, management extended the look-back period on which the average historical loss rates are determined, from a prior three-year period to a rolling 20-quarter (5 year) average, as a means of capturing more of a full credit cycle now that recent period loss levels are stabilizing. Contrarily, the six-year average (used by the Company’s methodology during 2009-2013) was considered more appropriate for the severe and prolonged economic downturn particularly evidenced by higher net charge off levels in 2008 through 2011. Lastly, management allocates ALLL to the remaining loan portfolio 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.

Management performs ongoing intensive analyses of its loan portfolio to allow for early identification of customers experiencing financial difficulties, maintains prudent underwriting standards, understands the economy in its markets, and considers the trend of deterioration in loan quality in establishing the level of the ALLL.

Consolidated net income and stockholders’ equity could be affected if management’s estimate of the ALLL necessary to cover expected losses is subsequently materially different, requiring a change in the level of provision for loan losses to be recorded. While management uses currently available information to recognize losses on loans, future adjustments to the ALLL may be necessary based on newly received appraisals, updated commercial customer financial statements, rapidly deteriorating customer cash flow, and changes in economic conditions that affect Nicolet’s customers. As an integral part of their examination process, federal regulatory agencies also review the ALLL. Such agencies may require additions to the ALLL or may require that certain loan balances be charged-off or downgraded into criticized loan categories when their credit evaluations differ from those of management based on their judgments about information available to them at the time of their examination.

At June 30, 2015, the ALLL was $9.7 million compared to $9.3 million at December 31, 2014. The six-month increase was a result of a 2015 provision of $0.9 million exceeding 2015 net charge offs of $0.5 million. Comparatively, the provision for loan losses in the first six months of 2014 was $1.4 million and net charge offs were $0.9 million. Annualized net charge offs as a percent of average loans were 0.11% in the first six months of 2015 compared to 0.22% for the first six months of 2014 and 0.31% for the entire 2014 year. Loans charged off are subject to continuous review, and specific efforts are taken to achieve maximum recovery of principal, accrued interest, and related expenses. The level of the provision for loan losses is directly correlated to the assessment of the adequacy of the allowance, including, but not limited to, consideration of the amount of net charge-offs, loan growth, levels of nonperforming loans, and trends in the risk profile of the loan portfolio.

The ratio of the ALLL as a percentage of period-end loans was 1.10% at June 30, 2015 compared to 1.05% at December 31, 2014 and 1.12% at June 30, 2014. The ALLL to loans ratio is impacted by the accounting treatment of the 2013 acquisitions, which combined at their acquisition dates added no ALLL to the numerator and $284 million of loans into the denominator. Acquired loans with no ALLL were $163 million and $182 million at June 30, 2015 and December 31, 2014, respectively. As events have occurred in the acquired loan portfolios, an ALLL has been established in 2015 for this pool of assets reflecting an increase in risk as some acquired credits age and migrate to higher grades. Growth in the ALLL to loans ratio is mostly a result of the provision for loan losses exceeding net charge offs.

The largest portions of the ALLL were allocated to construction and land development loans and commercial & industrial loans combined, representing 57.5% and 63.3% of the ALLL at June 30, 2015 and December 31, 2014, respectively. The increased allocation to these categories since December 31, 2014 was the result of minor changes to allowance allocations in conjunction with changes in loss histories and balance mix changes.

Table 9: Loan Loss Experience


	For the six months ended						Year ended
(in thousands)	June 30, 2015			June 30, 2014			December 31, 2014
Allowance for loan losses (ALLL):
Balance at beginning of period	$	9,288		$	9,232		$	9,232
Provision for loan losses		900			1,350			2,700
Charge-offs		509			979			2,743
Recoveries		(44	)		(39	)		(99	)
Net charge-offs		465			940			2,644
Balance at end of period	$	9,723		$	9,642		$	9,288

Net loan charge-offs (recoveries):
Commercial & industrial	$	284		$	524		$	1,868
Owner-occupied CRE		152			254			453
Agricultural production		-			-			-
Agricultural real estate		-			-			-
CRE investment		(9	)		(8	)		(14	)
Construction & land development		-			12			12
Residential construction		-			-			-
Residential first mortgage		15			122			216
Residential junior mortgage		12			9			80
Retail & other		11			27			29
Total net loans charged-off	$	465		$	940		$	2,644

ALLL to total loans		1.10	%		1.12	%		1.05	%
Net charge-offs to average loans, annualized		0.11	%		0.22	%		0.31	%

The allocation of the ALLL is based on Nicolet’s estimate of loss exposure by category of loans and is shown in Table 10 for June 30, 2015 and December 31, 2014.

Table 10: Allocation of the Allowance for Loan Losses


(in thousands)	June 30, 2015			% of Loan Type to Total Loans			December 31, 2014			% of Loan Type to Total Loans
ALLL allocation
Commercial & industrial	$	3,553			35.0	%	$	3,191			32.7	%
Owner-occupied CRE		1,531			19.9			1,230			20.7
Agricultural production		56			1.6			53			1.6
Agricultural real estate		292			4.6			226			4.8
CRE investment		671			9.3			511			9.3
Construction & land development		2,046			4.4			2,685			5.0
Residential construction		124			1.2			140			1.3
Residential first mortgage		1,002			17.4			866			18.0
Residential junior mortgage		399			6.0			337			5.9
Retail & other		49			0.6			49			0.7
Total ALLL	$	9,723			100	%	$	9,288			100	%

ALLL category as a percent of total ALLL:
Commercial & industrial		36.5	%					34.4	%
Owner-occupied CRE		15.7						13.2
Agricultural production		0.6						0.6
Agricultural real estate		3.0						2.4
CRE investment		6.9						5.5
Construction & land development		21.0						28.9
Residential construction		1.4						1.5
Residential first mortgage		10.3						9.3
Residential junior mortgage		4.1						3.6
Retail & other		0.5						0.6
Total ALLL		100	%					100	%

Impaired Loans and Nonperforming Assets

As part of its overall credit risk management process, Nicolet’s management has been 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.

Nonperforming loans are considered one indicator of potential future loan losses. Nonperforming loans are defined as nonaccrual loans, including those defined as impaired under current accounting standards, 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 were $4.2 million (consisting of $0.5 million originated loans and $3.7 million acquired loans) at June 30, 2015 compared to $5.4 million at December 31, 2014 (consisting of $1.1 million originated loans and $4.3 million acquired loans). Of the $16.7 million nonaccrual loans initially acquired in the 2013 acquisitions, $3.1 million remain which is included in the $3.7 million of nonaccruals within the acquired loan portfolio at June 30, 2015. Nonperforming assets (which include nonperforming loans and other real estate owned “OREO”) were $5.2 million at June 30, 2015 compared to $7.4 million at December 31, 2014. OREO decreased from $2.0 million at year end 2014 to $1.0 million at June 30, 2015. OREO at June 30, 2015 included bank land which was moved from active fixed assets to inactive status at its fair value of $0.5 million. Nonperforming assets as a percent of total assets were 0.48% at June 30, 2015 compared to 0.61% at December 31, 2014.

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 adequacy of the ALLL. 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 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 $8.0 million (0.9% of loans) and $5.4 million (0.6% of loans) at June 30, 2015 and December 31, 2014, 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 11: Nonperforming Assets


(in thousands)	June 30, 2015			December 31, 2014			June 30, 2014
Nonaccrual loans:
Commercial & industrial	$	324		$	171		$	517
Owner-occupied CRE		813			1,667			1,975
AG production		16			21			27
AG real estate		383			392			461
CRE investment		738			911			1,607
Construction & land development		709			934			479
Residential construction		—			—			—
Residential first mortgage		1,112			1,155			1,671
Residential junior mortgage		152			141			461
Retail & other		—			—			—
Total nonaccrual loans		4,247			5,392			7,198
Accruing loans past due 90 days or more		—			—			—
Total nonperforming loans	$	4,247		$	5,392		$	7,198
OREO:
CRE investment	$	220		$	697		$	558
Owner-occupied CRE		33			139			259
Construction & land development		139			630			418
Residential real estate owned		72			500			67
Bank property real estate owned		500			—			200
Total OREO		964			1,966			1,502
Total nonperforming assets	$	5,211		$	7,358		$	8,700
Total restructured loans accruing	$	3,652		$	3,777		$	3,879
Ratios
Nonperforming loans to total loans		0.48	%		0.61	%		0.84	%
Nonperforming assets to total loans plus OREO		0.59	%		0.80	%		1.01	%
Nonperforming assets to total assets		0.44	%		0.61	%		0.74	%
ALLL to nonperforming loans		228.9	%		172.3	%		134.0	%
ALLL to total loans		1.10	%		1.05	%		1.12	%

Table 12: Investment Securities Portfolio


	June 30, 2015							December 31, 2014
(in thousands)	Amortized Cost		Fair Value		% of Fair Value			Amortized Cost		Fair Value		% of Fair Value
U.S. Government sponsored enterprises	$	285	$	293		-	%	$	1,025	$	1,039		1	%
State, county and municipals		100,067		99,784		63			102,472		102,776		61
Mortgage-backed securities		54,478		54,543		34			61,497		61,677		37
Corporate debt securities		1,140		1,140		1			220		220		-
Equity securities		2,742		3,927		2			1,571		2,763		1
Total	$	158,712	$	159,687		100	%	$	166,785	$	168,475		100	%

At June 30, 2015 the total carrying value of investment securities was $160 million, down from $168 million at December 31, 2014, and represented 13.5% and 13.9% of total assets at June 30, 2015 and December 31, 2014, respectively. At June 30, 2015, the securities portfolio did not contain securities of any single issuer that were payable from and secured by the same source of revenue or taxing authority where the aggregate carrying value of such securities exceeded 10% of shareholders’ equity.

In addition to securities available for sale, Nicolet had other investments of $8 million at June 30, 2015 and December 31, 2014, consisting of capital stock in the Federal Reserve and the FHLB (required as members of the Federal Reserve Bank System and the Federal Home Loan Bank System), and the Federal Agricultural Mortgage Corporation, as well as equity investments in other privately-traded companies. The FHLB and Federal Reserve investments are “restricted” in that they can only be sold back to the respective institutions or another member institution at par, and are thus, not liquid, have no ready market or quoted market value, and are carried at cost. The remaining investments have no quoted market prices, and are carried at cost less other than temporary impairment (“OTTI”) charges, if any. Nicolet’s management evaluates all these other investments periodically for impairment, considering financial condition and other available relevant information. There were no OTTI charges recorded in 2014 or year to date 2015.

Table 13: Investment Securities Portfolio Maturity Distribution


	As of June 30, 2015
	Within One Year						After One but Within Five Years						After Five but Within Ten Years						After Ten Years						Mortgage- related and Equity Securities						Total Amortized Cost					Total Fair Value
	Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount		Yield			Amount
(in thousands)
U.S. government sponsored enterprises	$	—			—	%	$	145			1.5	%	$	140			2.1	%	$	—			—	%	$	—			—	%	$	285		1.8	%	$	293
State and county municipals (1)		4,814			2.7			76,241			2.3			18,451			2.7			561			4.4			—			—			100,067		2.4			99,784
Mortgage-backed securities		—			—			—			—			—			—			—			—			54,478			3.2			54,478		3.2			54,543
Corporate debt securities		—			—			—			—			—			—			1,140			6.0			—			—			1,140		6.0			1,140
Equity securities		—			—			—			—			—			—			—			—			2,742			6.2			2,742		6.2			3,927

Total amortized cost	$	4,814			2.7	%	$	76,386			2.3	%	$	18,591			2.7	%	$	1,701			5.5	%	$	57,220			3.3	%	$	158,712		2.8	%	$	159,687
Total fair value and carrying value	$	4,857					$	76,103					$	18,537					$	1,720					$	58,470										$	159,687

As a percent of total fair value		3	%					48	%					12	%					1	%					36	%										100	%

(1)	The yield on tax-exempt investment securities is computed on a tax-equivalent basis using a federal tax rate of 34% adjusted for the disallowance of interest expense.

Deposits

Deposits represent Nicolet’s largest source of funds. Nicolet competes with other bank and nonbank institutions for deposits, as well as with a growing number of non-deposit investment alternatives available to depositors, such as mutual funds, money market funds, annuities, and other brokerage investment products. Challenges to deposit growth include price changes on deposit products given movements in the rate environment and other competitive pricing pressures, and customer preferences regarding higher-costing deposit products or non-deposit investment alternatives. Included in total deposits in Table 14 are brokered deposits of $31 million at June 30, 2015 and December 31, 2014.

Table 14: Deposits


	June 30, 2015					December 31, 2014
(in thousands)	Amount		% of Total			Amount		% of Total
Demand	$	220,477		22.1	%	$	203,502		19.2	%
Money market and NOW accounts		417,231		41.7	%		494,945		46.7	%
Savings		129,788		13.0	%		120,258		11.3	%
Time		232,443		23.2	%		241,198		22.8	%
Total deposits	$	999,939		100	%	$	1,059,903		100	%

Total deposits were $1.0 billion at June 30, 2015, down $60 million or 6% since December 31, 2014. On average for the first six months of 2015, total deposits were $1.03 billion, almost unchanged from the comparable 2014 period. On average, the mix of deposits changed between the comparable first quarter periods, with 2015 carrying more demand (i.e. noninterest bearing) and savings deposits and less time, money market, and NOW accounts.

Table 15: Average Deposits


	For the six months ended
	June 30, 2015					June 30, 2014
(in thousands)	Amount		% of Total			Amount		% of Total
Demand	$	200,392		19.5	%	$	165,177		16.1	%
Money market and NOW accounts		463,320		45.2	%		485,895		47.5	%
Savings		124,086		12.1	%		103,854		10.1	%
Time		237,861		23.2	%		269,373		26.3	%
Total	$	1,025,659		100	%	$	1,024,299		100	%

Table 16: Maturity Distribution of Certificates of Deposit


(in thousands)	June 30, 2015
3 months or less	$	33,101
Over 3 months through 6 months		24,686
Over 6 months through 12 months		48,255
Over 12 months		126,401

Total	$	232,443

Other Funding Sources

Other funding sources, which include short-term and long-term borrowings (notes payable, junior subordinated debentures, and subordinated notes), were $55 million and $34 million at June 30, 2015 and December 31, 2014, respectively. Short-term borrowings consist mainly of customer repurchase agreements maturing in less than six months or federal funds purchased. There were $10 million short-term borrowings outstanding at June 30, 2015 and no short-term borrowings outstanding at December 31, 2014. Long-term borrowings include notes payable, consisting of a joint venture note and FHLB advances, totaling $21 million at June 30, 2015 and December 31, 2014. Junior debentures are another long-term funding source carried at $12 million at June 30, 2015 and December 31, 2014, with $11.9 million qualifying as Tier 1 capital for regulatory purposes. Further information regarding these notes payable and junior subordinated debentures is located in “Note 6 – Notes Payable” and “Note 7 – Junior Subordinated Debentures” in the notes to the unaudited consolidated financial statements. Subordinated notes provide additional funding and qualify as Tier 2 capital. At June 30, 2015, total subordinated notes were $12 million, with $8 million and $4 million issued in the first and second quarter of 2015, respectively. Further information regarding these subordinated notes is located in “Note 8 – Subordinated Notes” in the notes to the unaudited consolidated financial statements.

Additional funding sources consist of a $10 million available and unused line of credit at the holding company, $75 million of available and unused federal funds purchased lines, and available total borrowing capacity at the FHLB of $65 million of which $21.5 million was used at June 30, 2015.

Off-Balance Sheet Obligations

As of June 30, 2015 and December 31, 2014, Nicolet had the following commitments that did not appear on its balance sheet:

Table 17: Commitments


(in thousands)	June 30, 2015		December 31, 2014
Commitments to extend credit — fixed and variable rate	$	269,769	$	269,648
Financial letters of credit		2,720		2,996
Standby letters of credit		4,396		3,629

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 pay dividends to shareholders, service debt, invest in subsidiaries, repurchase common stock, and satisfy other operating requirements.

Funds are available from a number of basic banking activity sources including but not limited to the core deposit base, the repayment and maturity of loans, investment securities calls, maturities, and sales, and funds obtained through brokered deposits. All investment securities are classified as available for sale and are reported at fair value on the consolidated balance sheet. Approximately $22 million of the $160 million investment securities portfolio on hand at June 30, 2015 was pledged to secure public deposits, short-term borrowings, repurchase agreements, or for other purposes as required by law. Other funding sources available include short-term borrowings, federal funds purchased, and long-term borrowings.

Cash and cash equivalents at June 30, 2015 and December 31, 2014 were approximately $59 million and $69 million, respectively. These levels have declined slightly through the first six months of 2015 as is typical of Nicolet’s historical deposit behaviors. Nicolet’s liquidity resources were sufficient as of June 30, 2015 to fund loans, accommodate deposit trends and cycles, and to meet other cash needs as necessary.

Interest Rate Sensitivity Management

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 director’s 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.

Nicolet assessed the impact on net interest income in the event of a gradual +/-100 bps and +/-200 bps decrease in market rates (parallel to the change in prime rate) over a one-year time horizon to a static (flat) balance sheet. 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 this analysis on financial data at June 30, 2015, the projected changes in net interest income over a one-year time horizon, versus the baseline, was -2.0%, -1.0%, -0.1% and -0.2% for the -200, -100, +100 and +200 bps scenarios, respectively; such results are within Nicolet’s guidelines of not greater than -15% for +/- 100 bps and not greater than -20% for +/- 200 bps.

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.

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 for shareholder return.

At June 30, 2015, Nicolet’s capital structure includes $24.4 million (or 21%) of preferred stock and $89.6 million (or 79%) of common stock equity. Beginning in the fourth quarter of 2013, given growth in qualifying small business loans, Nicolet qualified for a 1% annual dividend rate on its preferred stock issued to the Treasury related to its participation in the SBLF, compared to the previous 5% annual rate paid by Nicolet. This 1% rate will adjust to 9% effective March 1, 2016 according to the terms of the Securities Purchase Agreement, if the preferred stock is not redeemed prior to that time.

Nicolet’s common equity to total assets was 7.55% at June 30, 2015, increased from 7.13% at December 31, 2014 and continues to reflect capacity to capitalize on opportunities. Further, Nicolet’s investors have demonstrated a strong commitment to capital, providing common capital when needed, with the two most recent examples being a December 2008 private placement raising $9.5 million in common capital as we entered the economic crisis and the April 2013 private placement raising $2.9 million in common capital alongside the predominately stock-for-stock Mid-Wisconsin Financial Services, Inc. merger which added $9.7 million in common capital. Book value per common share increased to $22.55 at June 30, 2015 from $21.34 at year end 2014 aided by retained earnings exceeding share reductions. During 2014, a common stock repurchase program was authorized to use up to $12 million to repurchase up to 625,000 shares of Nicolet common stock as an alternative use of capital. On July 21, 2015, a modification to the current stock repurchase program was approved, adding $6 million more to repurchase up to 175,000 more shares of its common stock, bringing the total authorization to up to $18 million to repurchase up to 800,000 shares of outstanding common stock. During the first six months of 2015, $3.7 million was used to repurchase 133,304 shares at a weighted average price of $27.95 per share including commissions. Since beginning the repurchase program in February 2014, total shares repurchased were 390,595 utilizing $9.4 million for an average cost of $24.00 per share.

As shown in Table 18, all of Nicolet’s regulatory capital ratios remain strong and are well above the minimum regulatory ratios. At June 30, 2015, Nicolet’s Total, Tier 1, Common Equity Tier 1 (“CET1”) risk-based ratios and its Leverage ratios were 15.2%, 12.9%, 9.1% and 10.4%, respectively, all above the well-capitalized ratios of 10%, 8%, 6.5% and 5%, respectively. Nicolet’s Total Capital ratio increased since year-end 2014 largely from inclusion of the new subordinated debt as Tier 2 capital. Additionally, the Bank’s regulatory ratios at June 30, 2015 and December 31, 2014 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.

A source of income and funds for Nicolet as the parent company of Nicolet National Bank are dividends from the Bank. Dividends declared by the Bank that exceed the retained net income for the most current year plus retained net income for the preceding two years must be approved by federal regulatory agencies. At June 30, 2015, the Bank could pay dividends of approximately $11.3 million without seeking regulatory approval. During 2014, the Bank paid $9 million of dividends to the parent company, and paid $3 million during the first six months of 2015.

A summary of Nicolet’s and Nicolet National Bank’s regulatory capital amounts and ratios as of June 30, 2015 and December 31, 2014 are presented in the following table.

Table 18: Capital


	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions (2)
	Amount		Ratio (1)			Amount		Ratio (1)			Amount		Ratio (1)
(in thousands)
As of June 30, 2015:
Company
Total capital	$	144,351		15.2	%	$	75,974		8.0	%
Tier I capital		122,797		12.9			56,981		6.0
CET1 capital		86,679		9.1			42,736		4.5
Leverage		122,797		10.4			46,955		4.0

Bank
Total capital	$	122,321		13.1	%	$	74,680		8.0	%	$	93,350		10.0	%
Tier I capital		112,598		12.0			56,010		6.0			74,680		8.0
CET1 capital		112,598		12.0			42,008		4.5			60,678		6.5
Leverage		112,598		9.7			46,415		4.0			58,019		5.0

As of December 31, 2014:
Company
Total capital	$	126,336		14.0	%	$	72,045		8.0	%
Tier I capital		117,048		13.0			36,023		4.0
Leverage		117,048		9.7			48,473		4.0

Bank
Total capital	$	115,891		13.0	%	$	71,134		8.0	%	$	88,917		10.0	%
Tier I capital		106,603		12.0			35,567		4.0			53,350		6.0
Leverage		106,603		8.9			47,977		4.0			59,972		5.0

(1)	The total capital ratio is defined as tier1 capital plus tier 2 capital divided by total risk-weighted assets. The tier 1 capital ratio is defined as tier1 capital divided by total risk-weighted assets. The leverage ratio is defined as tier1 capital divided by the most recent quarter’s average total assets, adjusted in accordance with regulatory guidelines.

(2)	Prompt corrective action provisions are not applicable at the bank holding company level.

As disclosed in the Nicolet’s Annual Report on Form 10-K for the year ended December 31, 2014, in July 2013, the Federal Reserve Board and the OCC issued final rules implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revise minimum capital requirements and adjust prompt corrective action thresholds. The final rules revise the regulatory capital elements, add a new common equity Tier I capital ratio, increase the minimum Tier 1 capital ratio requirements and implement a new capital conservation buffer. The rules also permit certain banking organizations to retain, through a one-time election, the existing treatment for accumulated other comprehensive income. The Company and Bank have made the election to retain the existing treatment for accumulated other comprehensive income. The final rules took effect for the Company and Bank on January 1, 2015, subject to a transition period for certain parts of the rules.

For 2015 information only, the table above calculates and presents regulatory capital based upon the new regulatory capital ratio requirements under Basel III that became effective on January 1, 2015. Beginning in 2016, an additional capital conservation buffer will be added to the minimum requirements for capital adequacy purposes, subject to a three year phase-in period. The capital conservation buffer will be fully phased-in on January 1, 2019 at 2.5 percent. A banking organization with a conservation buffer of less than 2.5 percent (or the required phase-in amount in years prior to 2019) will be subject to limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. At the present time, the ratios for the Company and Bank are sufficient to meet the fully phased-in conservation buffer.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required pursuant to Instruction to Item 305(c) of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management, under the supervision, and with the participation, of our Chief Executive Officer and President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term in Rule 13a-15(e) and 15d-15(e) under the Exchange Act pursuant to Exchange Act Rule 13a-15. Based upon, and as of the date of such evaluation, the Chief Executive Officer and President and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.

There have been no changes in the Company’s internal controls or, to the Company’s knowledge, in other factors during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We and our subsidiaries may be involved from time to time in various routine legal proceedings incidental to our respective businesses. Neither we nor any of our subsidiaries are currently engaged in any legal proceedings that are expected to have a material adverse effect on our results of operations or financial position.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:


Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation of Nicolet Bankshares, Inc., as amended (1)
4.1		Form of Subordinated Note (2)
31.1		Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002
32.1		Certification of CEO Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2		Certification of CFO Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101*		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statement of Cash Flows, and (vi) Notes to Consolidated Financial Statements tagged as blocks of text.

*Indicates information that is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s 2013 Report on Form 10-K filed on March 12, 2014.

(2) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 17, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		NICOLET BANKSHARES, INC.

August 7, 2015		/s/ Robert B. Atwell
		Robert B. Atwell Chairman, President and Chief Executive Officer

August 7, 2015		/s/ Ann K. Lawson
		Ann K. Lawson Chief Financial Officer