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FRY-6
0 COPY OMB Number 7100-0297 Approval expires December 31 2015 Page 1of2
Board of Governors of the Federal Reserve System
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year This Report is required by law Section 5(c)(1)(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11(a)(1) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1 ) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 211 13(c)) and Section 2255(b) of Regulation Y (12 CFR sect 2255(b)) and section 10(c)(2)(H) of the Home Owners Loan Act Return to the appropriate Federal Reserve Bank the original and the number of copies specified
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company This individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshyman of the board must sign the report
1 Scot G Thompson Name of the Holding Company Director and Official
President amp Director Title of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief
With respect to information regarding individuals contained in this report the Reporter certifies that it has the authority to provide this information to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or object to public release of information regarding that individual The Federal Reserve may assume in the absence of a request for confidential treatment submitted in accordance with the Boards Rules Regarding Availability of Information 12 CFR Part 261 that the Reporter and individual consent to public release of all conMdual
03112015 Date of Signature
For holding companies 1Q1 registered with the SEC-Indicate status of Annual Report to Shareholders
18J is included with the FR Y-6 report
D will be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only RSSDID
CI Id- 2 Zf 2 I
This report form is to be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a person) is not required to respond to an information collection unless it displays a currently valid OMB control number
Date of Report (top-tier holding companys fiscal year-end)
December 31 2014 Month I Day I Year
NIA
Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporters Name Street and Mailing Address
Denmark Bancshares Inc Legal Title of Holding Company
PO Box middot130 (Mailing Address of the Holding Company) Street I PO Box Denmark-= WI 54208-0130 City State Zip Code
103 E Main St Denmark WI 54208-0130 Physical Location (if different from mailing address)
Person to whom questions about this report should be directed Kim Andre Controller Name
920-863-1065 Area Code I Phone Number I Extension
920-863-8622 Area Code I FAX Number kimadenmarkstatecom E-mail Address
wwwdenmarkstatecom
Title
Address (URL) for the Holding Companys web page
Does the reporter request confidential treatment for any portion of this
submission
0 Yes Please identify the report items to which this request applies
IZJ No
O In accordance with the instructions on pages GEN-2 and 3 a letter justifying the request is being provided
O The information for which confidential treatment is sought
is being submitted separately labeled Confidential
Public reporting burden for this information collection Is estimated to vary from 13 to 101 hours per response with an average of 525 hours per response including time to gather and maintain data in the required form and to review instructions and complete the information collection Send comments regarding this burden estimate or any other aspect of this collection of information including suggestions for reducing this burden to Secretary Board of Governors of the Federal Reserve System 2oth and C Streets NW Washington DC 20551 and to the Office of Management and Budget Paperwork Reduction Project (7100-0297) Washington DC 20503
1012014
Denmark Bancshares Inc Denmark Wisconsin
For the Year Ending December 31 2014
Form FR Y-6
Report lte 1 Annual Report to Shareholders
I See Annuali Report included
Report ltemi 2a Organization Chart
See ExhibitiA
middot Report lterri 2b Domestic Branch Listing
See Exhibie(B i
I Report ltem3 Shareholders l I
None
ii Report lterh 4 Insiders
h j l
See ExhibrtC
middotbull
J
TABLE OF CONTENTS
middot
Seledted Financial Data - r
Repiprt of Independent Registered Public Accounting Firm t
Consblidated Financial Statements 1 I Note to Consolidated Financial Statements
Direstors and Executive Officers
2
3
4
9
35
Denm Bancshares_ Inc (DBI) headquartered in Denmark Wisconsin is a diversified one-bank holding compaliy Denmark State Bank (DSB) DBIs subsidiary bank offers six full service batiking offices located in the V)11ges of Denmark Bellevue Maribel Reedsville Vhiteaw and Wrightstown serving primarily Brown Kewalitle Manitovioc and Outagamie Counties DBI also extends farm credit through its subsidiary Denmark Agriciiitliral Credit Corporation (DACC)
+l 1- 1
1
SELECTED FINANICAL DATA
Year Ended December 31 2014 2013 2012 201 1 2010
INCOME STATEMENT DATA Interest income $16550 $16245 $17212 $17877 $19495 Interest expense 3176 2699 3247 4104 4986
1fet interestincome $13374 $13546 $13965 $13773 $14509 Less Provision for credit losses 420 400 600 600 1 240
1fet interest income after provision for credit losses $12954 $13146 $13365 $13173 $13269
Plus 1foninterest income $1743 $2027 $2646 $2023 $2084 Less Noninterest expense 13221 9624 10293 9985 10709
1fet noninterest expense ($1 1478) ($7597) ($7647) ($7962) ($8625) Income before income taxes $1476 $5549 $5718 $5211 $4644 Income tax expense 359 1648 1962 1600 1202
1fet income $1117 $3901 $3756 $361 1 $3442
PER SHARE DATA 1fet income $946 $3292 $3166 $3037 $2894 Cash dividends declared 1470 1465 1450 1450 1450
middotBook value (year-end) 50818 50172 49190 47111 45347
BALANCE SHEET DATA Average balances
Total loans (includes loans held for sale) $322326 $305942 $301298 $297568 $301339 Investment securities 86126 83702 77375 65943 64317 Assets 443676 430265 421914 410188 403890 Deposits 348627 334573 325350 311 701 303667 Stockholders equity 61289 592 1 1 57424 54264 5 191 8
Year-end balances Total loans $327690 $315952 $298466 $297832 $299355 Allowance for possible credit losses 5728 6123 61 85 6578 6864 Investment securities 76164 87143 83141 6761 1 63050 Assets 436130 449596 432113 425986 4203 15 Deposits 354625 352223 337057 327793 320499 Long-term debt 14734 28524 26049 28482 29700 Stockholders equity 59905 59403 58324 56023 53926
FINANCIAL RATIOS Return on average equity 181 659 654 665 663 Return on average assets 025 091 089 088 085 1fet interest spread (tax-equivalent) 302 323 338 345 385 Dividend Payout Ratio 1 5556 4450 4577 4775 5010 Average equity to average assets 1382 1376 1361 1323 1283 Allowance for credit losses to loans 175 194 207 221 229
1fon-perforrning loans to allowance for credit losses 6891 9071 7209 13 159 12577
Dollars in thousands except per share data
2
WIPFLi Independent Auditors Report Board of Directors Denmark Bancshares Inc Denmark Wisconsin
Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Denmark Bancshares Inc and Subsidiaries which comprise the consolidated statements of financial condition as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income changes in stockholders equity and cash flows for each of the years in the three-year period ended December 31 2014 and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Denmark Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31 2014 in accordance with accounting principles generally accepted in the United States
WW4-JLLP Wipfli LLP
February 25 2015 Green Bay Wisconsin
3
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Financial Condition
As of December 31
Assets Cash and due from banks Federal funds sold Investment securities available-for-sale at fair value Loans Allowance for loan losses Net loans Loans held for sale Premises and equipment net Other investments at cost Accrued interest receivable Other assets
TOTAL ASSETS
Liabilities Deposits
Noninterest-bearing Interest-bearing
iotal Deposits
Short-term borrowings Accrued ipterest payable Other liabilities Long-term debt
Total Liabilities
Stockholders Equity Common stock no par value authorized 600000 Class A shares outstanding 1 14052 at 12312014 and 1 14523 at 123 12013 Conunon stock no par value authorized 40000 Class B nonshyvoting shares outstanding 3830 at 12312014 and 3875 at 12312013 Treasury stock shares at cost (3648 at 12312014 and 3132 at 123 12013) Paid in capital Retained earnings Accumulated other comprehensive income (loss)
Total Stockholders Equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
2014
$13164076 6646000
76163590 327690395 (5727634)
$321962761 0
3695785 1609300 1268060
1 1620208
$436129 780
$62126048 292499073
$354625121
4367246 179543
23 1 8 189 14734242
$376224341
$17559940
614035
(2608041) 469986
43504438 365081
$59905439
$436129780
The accompanying notes are an integral part of these financial statements
4
2013
$22708999 9532000
87143163 3 15952164 (6122914)
$309829250 197292
6891893 1677600 1297889
103 17762
$449595848
$54168278 298054602
$352222880
7213001 254343
1978268 28523882
$390192374
$17559940
614035
(2350190) 469986
44120718 (1011 015)
$59403474
$449595848
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc Denmark Wisconsin
For the Year Ending December 31 2014
Form FR Y-6
Report lte 1 Annual Report to Shareholders
I See Annuali Report included
Report ltemi 2a Organization Chart
See ExhibitiA
middot Report lterri 2b Domestic Branch Listing
See Exhibie(B i
I Report ltem3 Shareholders l I
None
ii Report lterh 4 Insiders
h j l
See ExhibrtC
middotbull
J
TABLE OF CONTENTS
middot
Seledted Financial Data - r
Repiprt of Independent Registered Public Accounting Firm t
Consblidated Financial Statements 1 I Note to Consolidated Financial Statements
Direstors and Executive Officers
2
3
4
9
35
Denm Bancshares_ Inc (DBI) headquartered in Denmark Wisconsin is a diversified one-bank holding compaliy Denmark State Bank (DSB) DBIs subsidiary bank offers six full service batiking offices located in the V)11ges of Denmark Bellevue Maribel Reedsville Vhiteaw and Wrightstown serving primarily Brown Kewalitle Manitovioc and Outagamie Counties DBI also extends farm credit through its subsidiary Denmark Agriciiitliral Credit Corporation (DACC)
+l 1- 1
1
SELECTED FINANICAL DATA
Year Ended December 31 2014 2013 2012 201 1 2010
INCOME STATEMENT DATA Interest income $16550 $16245 $17212 $17877 $19495 Interest expense 3176 2699 3247 4104 4986
1fet interestincome $13374 $13546 $13965 $13773 $14509 Less Provision for credit losses 420 400 600 600 1 240
1fet interest income after provision for credit losses $12954 $13146 $13365 $13173 $13269
Plus 1foninterest income $1743 $2027 $2646 $2023 $2084 Less Noninterest expense 13221 9624 10293 9985 10709
1fet noninterest expense ($1 1478) ($7597) ($7647) ($7962) ($8625) Income before income taxes $1476 $5549 $5718 $5211 $4644 Income tax expense 359 1648 1962 1600 1202
1fet income $1117 $3901 $3756 $361 1 $3442
PER SHARE DATA 1fet income $946 $3292 $3166 $3037 $2894 Cash dividends declared 1470 1465 1450 1450 1450
middotBook value (year-end) 50818 50172 49190 47111 45347
BALANCE SHEET DATA Average balances
Total loans (includes loans held for sale) $322326 $305942 $301298 $297568 $301339 Investment securities 86126 83702 77375 65943 64317 Assets 443676 430265 421914 410188 403890 Deposits 348627 334573 325350 311 701 303667 Stockholders equity 61289 592 1 1 57424 54264 5 191 8
Year-end balances Total loans $327690 $315952 $298466 $297832 $299355 Allowance for possible credit losses 5728 6123 61 85 6578 6864 Investment securities 76164 87143 83141 6761 1 63050 Assets 436130 449596 432113 425986 4203 15 Deposits 354625 352223 337057 327793 320499 Long-term debt 14734 28524 26049 28482 29700 Stockholders equity 59905 59403 58324 56023 53926
FINANCIAL RATIOS Return on average equity 181 659 654 665 663 Return on average assets 025 091 089 088 085 1fet interest spread (tax-equivalent) 302 323 338 345 385 Dividend Payout Ratio 1 5556 4450 4577 4775 5010 Average equity to average assets 1382 1376 1361 1323 1283 Allowance for credit losses to loans 175 194 207 221 229
1fon-perforrning loans to allowance for credit losses 6891 9071 7209 13 159 12577
Dollars in thousands except per share data
2
WIPFLi Independent Auditors Report Board of Directors Denmark Bancshares Inc Denmark Wisconsin
Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Denmark Bancshares Inc and Subsidiaries which comprise the consolidated statements of financial condition as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income changes in stockholders equity and cash flows for each of the years in the three-year period ended December 31 2014 and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Denmark Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31 2014 in accordance with accounting principles generally accepted in the United States
WW4-JLLP Wipfli LLP
February 25 2015 Green Bay Wisconsin
3
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Financial Condition
As of December 31
Assets Cash and due from banks Federal funds sold Investment securities available-for-sale at fair value Loans Allowance for loan losses Net loans Loans held for sale Premises and equipment net Other investments at cost Accrued interest receivable Other assets
TOTAL ASSETS
Liabilities Deposits
Noninterest-bearing Interest-bearing
iotal Deposits
Short-term borrowings Accrued ipterest payable Other liabilities Long-term debt
Total Liabilities
Stockholders Equity Common stock no par value authorized 600000 Class A shares outstanding 1 14052 at 12312014 and 1 14523 at 123 12013 Conunon stock no par value authorized 40000 Class B nonshyvoting shares outstanding 3830 at 12312014 and 3875 at 12312013 Treasury stock shares at cost (3648 at 12312014 and 3132 at 123 12013) Paid in capital Retained earnings Accumulated other comprehensive income (loss)
Total Stockholders Equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
2014
$13164076 6646000
76163590 327690395 (5727634)
$321962761 0
3695785 1609300 1268060
1 1620208
$436129 780
$62126048 292499073
$354625121
4367246 179543
23 1 8 189 14734242
$376224341
$17559940
614035
(2608041) 469986
43504438 365081
$59905439
$436129780
The accompanying notes are an integral part of these financial statements
4
2013
$22708999 9532000
87143163 3 15952164 (6122914)
$309829250 197292
6891893 1677600 1297889
103 17762
$449595848
$54168278 298054602
$352222880
7213001 254343
1978268 28523882
$390192374
$17559940
614035
(2350190) 469986
44120718 (1011 015)
$59403474
$449595848
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
J
TABLE OF CONTENTS
middot
Seledted Financial Data - r
Repiprt of Independent Registered Public Accounting Firm t
Consblidated Financial Statements 1 I Note to Consolidated Financial Statements
Direstors and Executive Officers
2
3
4
9
35
Denm Bancshares_ Inc (DBI) headquartered in Denmark Wisconsin is a diversified one-bank holding compaliy Denmark State Bank (DSB) DBIs subsidiary bank offers six full service batiking offices located in the V)11ges of Denmark Bellevue Maribel Reedsville Vhiteaw and Wrightstown serving primarily Brown Kewalitle Manitovioc and Outagamie Counties DBI also extends farm credit through its subsidiary Denmark Agriciiitliral Credit Corporation (DACC)
+l 1- 1
1
SELECTED FINANICAL DATA
Year Ended December 31 2014 2013 2012 201 1 2010
INCOME STATEMENT DATA Interest income $16550 $16245 $17212 $17877 $19495 Interest expense 3176 2699 3247 4104 4986
1fet interestincome $13374 $13546 $13965 $13773 $14509 Less Provision for credit losses 420 400 600 600 1 240
1fet interest income after provision for credit losses $12954 $13146 $13365 $13173 $13269
Plus 1foninterest income $1743 $2027 $2646 $2023 $2084 Less Noninterest expense 13221 9624 10293 9985 10709
1fet noninterest expense ($1 1478) ($7597) ($7647) ($7962) ($8625) Income before income taxes $1476 $5549 $5718 $5211 $4644 Income tax expense 359 1648 1962 1600 1202
1fet income $1117 $3901 $3756 $361 1 $3442
PER SHARE DATA 1fet income $946 $3292 $3166 $3037 $2894 Cash dividends declared 1470 1465 1450 1450 1450
middotBook value (year-end) 50818 50172 49190 47111 45347
BALANCE SHEET DATA Average balances
Total loans (includes loans held for sale) $322326 $305942 $301298 $297568 $301339 Investment securities 86126 83702 77375 65943 64317 Assets 443676 430265 421914 410188 403890 Deposits 348627 334573 325350 311 701 303667 Stockholders equity 61289 592 1 1 57424 54264 5 191 8
Year-end balances Total loans $327690 $315952 $298466 $297832 $299355 Allowance for possible credit losses 5728 6123 61 85 6578 6864 Investment securities 76164 87143 83141 6761 1 63050 Assets 436130 449596 432113 425986 4203 15 Deposits 354625 352223 337057 327793 320499 Long-term debt 14734 28524 26049 28482 29700 Stockholders equity 59905 59403 58324 56023 53926
FINANCIAL RATIOS Return on average equity 181 659 654 665 663 Return on average assets 025 091 089 088 085 1fet interest spread (tax-equivalent) 302 323 338 345 385 Dividend Payout Ratio 1 5556 4450 4577 4775 5010 Average equity to average assets 1382 1376 1361 1323 1283 Allowance for credit losses to loans 175 194 207 221 229
1fon-perforrning loans to allowance for credit losses 6891 9071 7209 13 159 12577
Dollars in thousands except per share data
2
WIPFLi Independent Auditors Report Board of Directors Denmark Bancshares Inc Denmark Wisconsin
Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Denmark Bancshares Inc and Subsidiaries which comprise the consolidated statements of financial condition as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income changes in stockholders equity and cash flows for each of the years in the three-year period ended December 31 2014 and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Denmark Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31 2014 in accordance with accounting principles generally accepted in the United States
WW4-JLLP Wipfli LLP
February 25 2015 Green Bay Wisconsin
3
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Financial Condition
As of December 31
Assets Cash and due from banks Federal funds sold Investment securities available-for-sale at fair value Loans Allowance for loan losses Net loans Loans held for sale Premises and equipment net Other investments at cost Accrued interest receivable Other assets
TOTAL ASSETS
Liabilities Deposits
Noninterest-bearing Interest-bearing
iotal Deposits
Short-term borrowings Accrued ipterest payable Other liabilities Long-term debt
Total Liabilities
Stockholders Equity Common stock no par value authorized 600000 Class A shares outstanding 1 14052 at 12312014 and 1 14523 at 123 12013 Conunon stock no par value authorized 40000 Class B nonshyvoting shares outstanding 3830 at 12312014 and 3875 at 12312013 Treasury stock shares at cost (3648 at 12312014 and 3132 at 123 12013) Paid in capital Retained earnings Accumulated other comprehensive income (loss)
Total Stockholders Equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
2014
$13164076 6646000
76163590 327690395 (5727634)
$321962761 0
3695785 1609300 1268060
1 1620208
$436129 780
$62126048 292499073
$354625121
4367246 179543
23 1 8 189 14734242
$376224341
$17559940
614035
(2608041) 469986
43504438 365081
$59905439
$436129780
The accompanying notes are an integral part of these financial statements
4
2013
$22708999 9532000
87143163 3 15952164 (6122914)
$309829250 197292
6891893 1677600 1297889
103 17762
$449595848
$54168278 298054602
$352222880
7213001 254343
1978268 28523882
$390192374
$17559940
614035
(2350190) 469986
44120718 (1011 015)
$59403474
$449595848
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
SELECTED FINANICAL DATA
Year Ended December 31 2014 2013 2012 201 1 2010
INCOME STATEMENT DATA Interest income $16550 $16245 $17212 $17877 $19495 Interest expense 3176 2699 3247 4104 4986
1fet interestincome $13374 $13546 $13965 $13773 $14509 Less Provision for credit losses 420 400 600 600 1 240
1fet interest income after provision for credit losses $12954 $13146 $13365 $13173 $13269
Plus 1foninterest income $1743 $2027 $2646 $2023 $2084 Less Noninterest expense 13221 9624 10293 9985 10709
1fet noninterest expense ($1 1478) ($7597) ($7647) ($7962) ($8625) Income before income taxes $1476 $5549 $5718 $5211 $4644 Income tax expense 359 1648 1962 1600 1202
1fet income $1117 $3901 $3756 $361 1 $3442
PER SHARE DATA 1fet income $946 $3292 $3166 $3037 $2894 Cash dividends declared 1470 1465 1450 1450 1450
middotBook value (year-end) 50818 50172 49190 47111 45347
BALANCE SHEET DATA Average balances
Total loans (includes loans held for sale) $322326 $305942 $301298 $297568 $301339 Investment securities 86126 83702 77375 65943 64317 Assets 443676 430265 421914 410188 403890 Deposits 348627 334573 325350 311 701 303667 Stockholders equity 61289 592 1 1 57424 54264 5 191 8
Year-end balances Total loans $327690 $315952 $298466 $297832 $299355 Allowance for possible credit losses 5728 6123 61 85 6578 6864 Investment securities 76164 87143 83141 6761 1 63050 Assets 436130 449596 432113 425986 4203 15 Deposits 354625 352223 337057 327793 320499 Long-term debt 14734 28524 26049 28482 29700 Stockholders equity 59905 59403 58324 56023 53926
FINANCIAL RATIOS Return on average equity 181 659 654 665 663 Return on average assets 025 091 089 088 085 1fet interest spread (tax-equivalent) 302 323 338 345 385 Dividend Payout Ratio 1 5556 4450 4577 4775 5010 Average equity to average assets 1382 1376 1361 1323 1283 Allowance for credit losses to loans 175 194 207 221 229
1fon-perforrning loans to allowance for credit losses 6891 9071 7209 13 159 12577
Dollars in thousands except per share data
2
WIPFLi Independent Auditors Report Board of Directors Denmark Bancshares Inc Denmark Wisconsin
Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Denmark Bancshares Inc and Subsidiaries which comprise the consolidated statements of financial condition as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income changes in stockholders equity and cash flows for each of the years in the three-year period ended December 31 2014 and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Denmark Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31 2014 in accordance with accounting principles generally accepted in the United States
WW4-JLLP Wipfli LLP
February 25 2015 Green Bay Wisconsin
3
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Financial Condition
As of December 31
Assets Cash and due from banks Federal funds sold Investment securities available-for-sale at fair value Loans Allowance for loan losses Net loans Loans held for sale Premises and equipment net Other investments at cost Accrued interest receivable Other assets
TOTAL ASSETS
Liabilities Deposits
Noninterest-bearing Interest-bearing
iotal Deposits
Short-term borrowings Accrued ipterest payable Other liabilities Long-term debt
Total Liabilities
Stockholders Equity Common stock no par value authorized 600000 Class A shares outstanding 1 14052 at 12312014 and 1 14523 at 123 12013 Conunon stock no par value authorized 40000 Class B nonshyvoting shares outstanding 3830 at 12312014 and 3875 at 12312013 Treasury stock shares at cost (3648 at 12312014 and 3132 at 123 12013) Paid in capital Retained earnings Accumulated other comprehensive income (loss)
Total Stockholders Equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
2014
$13164076 6646000
76163590 327690395 (5727634)
$321962761 0
3695785 1609300 1268060
1 1620208
$436129 780
$62126048 292499073
$354625121
4367246 179543
23 1 8 189 14734242
$376224341
$17559940
614035
(2608041) 469986
43504438 365081
$59905439
$436129780
The accompanying notes are an integral part of these financial statements
4
2013
$22708999 9532000
87143163 3 15952164 (6122914)
$309829250 197292
6891893 1677600 1297889
103 17762
$449595848
$54168278 298054602
$352222880
7213001 254343
1978268 28523882
$390192374
$17559940
614035
(2350190) 469986
44120718 (1011 015)
$59403474
$449595848
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
WIPFLi Independent Auditors Report Board of Directors Denmark Bancshares Inc Denmark Wisconsin
Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Denmark Bancshares Inc and Subsidiaries which comprise the consolidated statements of financial condition as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income changes in stockholders equity and cash flows for each of the years in the three-year period ended December 31 2014 and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Denmark Bancshares Inc and Subsidiaries as of December 31 2014 and 2013 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31 2014 in accordance with accounting principles generally accepted in the United States
WW4-JLLP Wipfli LLP
February 25 2015 Green Bay Wisconsin
3
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Financial Condition
As of December 31
Assets Cash and due from banks Federal funds sold Investment securities available-for-sale at fair value Loans Allowance for loan losses Net loans Loans held for sale Premises and equipment net Other investments at cost Accrued interest receivable Other assets
TOTAL ASSETS
Liabilities Deposits
Noninterest-bearing Interest-bearing
iotal Deposits
Short-term borrowings Accrued ipterest payable Other liabilities Long-term debt
Total Liabilities
Stockholders Equity Common stock no par value authorized 600000 Class A shares outstanding 1 14052 at 12312014 and 1 14523 at 123 12013 Conunon stock no par value authorized 40000 Class B nonshyvoting shares outstanding 3830 at 12312014 and 3875 at 12312013 Treasury stock shares at cost (3648 at 12312014 and 3132 at 123 12013) Paid in capital Retained earnings Accumulated other comprehensive income (loss)
Total Stockholders Equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
2014
$13164076 6646000
76163590 327690395 (5727634)
$321962761 0
3695785 1609300 1268060
1 1620208
$436129 780
$62126048 292499073
$354625121
4367246 179543
23 1 8 189 14734242
$376224341
$17559940
614035
(2608041) 469986
43504438 365081
$59905439
$436129780
The accompanying notes are an integral part of these financial statements
4
2013
$22708999 9532000
87143163 3 15952164 (6122914)
$309829250 197292
6891893 1677600 1297889
103 17762
$449595848
$54168278 298054602
$352222880
7213001 254343
1978268 28523882
$390192374
$17559940
614035
(2350190) 469986
44120718 (1011 015)
$59403474
$449595848
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Financial Condition
As of December 31
Assets Cash and due from banks Federal funds sold Investment securities available-for-sale at fair value Loans Allowance for loan losses Net loans Loans held for sale Premises and equipment net Other investments at cost Accrued interest receivable Other assets
TOTAL ASSETS
Liabilities Deposits
Noninterest-bearing Interest-bearing
iotal Deposits
Short-term borrowings Accrued ipterest payable Other liabilities Long-term debt
Total Liabilities
Stockholders Equity Common stock no par value authorized 600000 Class A shares outstanding 1 14052 at 12312014 and 1 14523 at 123 12013 Conunon stock no par value authorized 40000 Class B nonshyvoting shares outstanding 3830 at 12312014 and 3875 at 12312013 Treasury stock shares at cost (3648 at 12312014 and 3132 at 123 12013) Paid in capital Retained earnings Accumulated other comprehensive income (loss)
Total Stockholders Equity
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
2014
$13164076 6646000
76163590 327690395 (5727634)
$321962761 0
3695785 1609300 1268060
1 1620208
$436129 780
$62126048 292499073
$354625121
4367246 179543
23 1 8 189 14734242
$376224341
$17559940
614035
(2608041) 469986
43504438 365081
$59905439
$436129780
The accompanying notes are an integral part of these financial statements
4
2013
$22708999 9532000
87143163 3 15952164 (6122914)
$309829250 197292
6891893 1677600 1297889
103 17762
$449595848
$54168278 298054602
$352222880
7213001 254343
1978268 28523882
$390192374
$17559940
614035
(2350190) 469986
44120718 (1011 015)
$59403474
$449595848
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Income
For the Years Ended December 31 2014 2013 2012
Interest Income Loans including fees $14543227 $14329200 $15219460 Investment securities
Taxable 127971 1 1 1 83666 1 164892 Tax-exempt 601235 598415 697403
Interest on federal funds sold 121 10 10838 13886 Other interest income 1 13025 122995 1 15908
$16549308 $16245114 $1721 1 549 Interest Expense
Deposits $1580861 $1854213 $2255653 Short-term borrowings 30085 41556 55849 Long-term debt 1564719 803630 935707
$3175665 $2699399 $3247209 1et interest income $13373643 $13545715 $13964340
Provision for Credit Losses 420000 400000 600000 Net interest income after
provision for credit losses $12953643 $13145715 $13364340 Other Income
Service fees and commissions $830538 $957208 $977524 Investment security gains (losses) (1) (13 1815) (90478) 204192 Loan sale gains 172266 365017 651789 Bank owned life insurance 260595 268507 356491 Other 61 1003 527141 455849
$1742587 $2027395 $2645845 Other-than-Temporary Impairment Losses Net (1)
Total other-than-temporary impairment losses $235013 $246705 $1515787 Amount in other comprehensive income before taxes ($137236) ($246705) ($1377421)
$97777 $0 $13 8366 Other Expense
Salaries and employee benefits $6609220 $6214798 $6341494 Occupancy expenses 882433 873641 9 1 0096 Data processing expenses 1193930 969354 860698 FDIC Insurance Premiums 279544 273092 300449 Marketing expenses 135143 147092 13 1985 Directors fees 191500 165750 166775 Professional fees 494266 260583 429723 Printing and supplies 1 1 1108 1 14421 122402 Amortization of intangibles 0 0 1 12228 Building impairment write-downs 2379075 0 0 Loss (gain) on sale of other real estate 34836 (6808) 259226 Other real estate expenses 102618 109748 3 1 630 Other operating expenses 709524 501958 487610
$13123197 $9623629 $101543 16 Income before income taxes $1475256 $5549481 $5717503 Income tax expense 358671 1648194 1961585
1ET INCOME $1116585 $3901287 $375591 8
EAR1INGS PER COMM01 SHARE $946 $3292 $31 66 (1) All losses were reclassified out of accumulated other comprehensive income As part of this reclassification income tax
benefit of$90391 was recognized in the income tax expense in the 2014 consolidated statement of income
The accompanying notes are an integral part of these financial statements 5
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
+-
------middot-
Denmark Banestares Inc and Subsidiaries Consolidated State111entsof Comprehensive Income
For the Years E1ided December 31
middot -middot ----- ---gtmiddot middot-middotmiddot bull middot- bull _ -middot
--- bull --------------- middot-middot-----middot---middot--middotmiddotmiddot --middot middot--middot--middot-middot ---middotmiddot
Netmiddotincome Other comprehensive income net of tax
Unrealized gains on securities Unrealized holding gains (losses) arising during period Less Reclassification adjustment for gains (losses) included in net income
Other comprehensive income (loss) Income tax benefit (expense) related to items of other comprehensive income Other comprehensive income (loss) net of tax
Comprehensive income
The accompanying notes are an integral part of these financial statements
6
2014 $1116585
2063900 (229592) 2293492 (917397)
$1376096 $2492681
2013 $3901287
(1769853) (90478)
(l679375) 671749
($1007626) $2893661
2012 $375591 8
845149 65826
779323 (368870) $410453
$4166371
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
BALANCE DECEMBER 31 2011
Net income Other comprehensive income net oftax Treasury stock acquisitions Reclassification to Class B shares Cash dividend $1450 per share BALANCE DECEMBER 31 2012
Net income Other comprehensive loss net of tax Treasury stock acquisitions Cash dividend $1465 per share BALANCE DECEMBER 31 2013
Net income Other comprehensive income net of tax Treasury stock acquisitions Cash dividend $1470 per share BALANCE DECEMBER 31 2014
Denmark Bancshares Inc rmd Subsidiaries Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31
Common Stock Common Stock Class A (1) Class B
Paid in Shares Amount Shares Amount Capital 118917 $16048110 0 $0 $469986
(349) (146580) (4006) (614035) 4006 614035
114562 $15287495 4006 $614035 $469986
(39) (17955) (131) (59790)
114523 $15269540 3875 54245 $469986
(471) (235500) (45) (22351)
114052 $15034040 3830 $531895 $469986
Accumulated Other
Retained Comprehensive Earnings Income (loss) Total
$39918706 ($413842) $56022960
3755918 3755918 410453 410453
(146580) 0
(1719236) (1719236) $41955388 ($3389) $58323515
3901287 3901287 (l007626) (l007626)
(77745) (l735957) (l735957)
$44120718 ($1011015) $59403474
1116585 1116585 1376096 1376096
(257851) ( 1 732865) ( l 732865)
$43504438 $365081 $59905439
(1) Common Stock was renamed Class A Common Stock on December 27 20121 following shareholder approval of amended Articles of Incorporation and a reclassification of existing Common Stock held by record holders of less than 15 shares to Class B non-voting Common Stock All Treasury Stock shares at December 31 2012 are Class A shares
The accompanying notes are an integral parl of these financial statements
7
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Consolidated Statements of Cash Flows
For the Years Ended December 31
2014 Cash Flows from Operating Activities
Net income $1116585 Adjustments to reconcile net income to
net cash provided by operating activities Depreciation 369697 Provision for credit losses 420000 Gains on sales ofloans (172266) Loss (gain) on sale of other real estate and other assets 34836 Loss on building impairment writedowns 2379075 Loss (gain) on sale of securities 131815 Loss on investment securities impairment writedowns 97777 Amortization of bond premium 620436 Accretion of bond discount (467) Mortgage loans originated for sale (9 242653) Proceeds from sale of mortgage loans 9439765 Income from bank owned life insurance (260595) Decrease (increase) in interest receivable 29829 Decrease in interest payable (74800) Decrease in prepaid FDIC insurance premiums 0 Other net (677087)
Net Cash Provided by Operating Activities $4211947 Cash Flows from Investing Activities
Maturities paydowns calls and sales of AFS securities 18956248 Purchases of AFS securities (6532744) Proceeds from sale(purchase) ofFHLB common stock (6700) Proceeds from sale of Agribank common stock 75000 Federal funds sold net 2886000 Proceeds from sale of foreclosed assets 175164 Net increase in loans made to customers (12746065) Capital expenditures (335860)
Net Cash Provided by (used in) Investing Activities $2471043 Cash Flows from Financing Activities
Net increase in deposits $2402241 Purchase of treasury stock (257851) Dividends paid (1736908) Debt proceeds 12654243 Debt repayments (29289638)
Net Cash Provided by (used in) Financing Activities ($16227913) Net (decrease) increase in cash and cash equivalents ($9544923) Cash and cash equivalents beginning 22708999
CASH AND CASH EQUIVALENTS ENDING $13164076 iYoncash Investing Activities
Buildings classified as held for sale transferred to other assets $783196
Loans transferred to foreclosed properties $365000
Total increase (decrease) in unrealized loss on securities available-for-sale ($2293492)
The accompanying notes are an integral part of these financial statements 8
2013 2012
$3901287 $3755918
366570 376290 400000 600000
(365017) (651789) (6962) 259226
0 0 90478 (204192)
0 138366 827242 821370
(103899) (98617) (23821776) (39184343)
24502389 38792363 (268507) (356491)
926 (54342) (7664) (72171)
402053 277886 593436 582370
$6510556 $4981844
23218108 29193725 (29713344) (44601759)
660801 2066410 0 0
992000 9663000 529906 429466
(17758154) (l275024) (148415) (400555)
($22219098) ($4924737)
$15166258 $9263531 (77745) (146580)
(1725099) (1721766) 13752070 7577070
(12724917) (12908200) $14390567 $2064055 ($1317975) $2121162
24026974 21905812 $22708999 $24026974
$0 $0
$175000 $299764
$1679375 ($779323)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
TOTE 1- FfrANCIAL STATElVIBlTS
Nature of Organization Denmark Bancshares Inc (DBI) is a bank holding company as defined in the Bank Holding Company Act of 1956 as amended As such it exercises control over Denmark State Bank (DSB) Denmark Agricultural Credit Corporation (DACC) and DBI Properties Inc A majority of DBIs assets are held by DSB DBI Properties Inc was formed in February 2009 for the purpose of holding certain foreclosed properties
DSB a wholly owned subsidiary of DBI operates under a state bank charter and provides full banking services to its customers Denmark Investments Inc (DII) is a wholly owned subsidiary of DSB DBI and its subsidiary make agribusiness commercial and residential loans to customers throughout the state but primarily in eastern Wisconsin DBI and its subsidiary have a diversified loan portfolio however a substantial portion of their debtors ability to honor their contract is dependent upon the agribusiness economic sector The main loan and deposit accounts are fully disclosed in Notes 4 and 6 The significant risks associated with financial institutions include interest rate risk credit risk liquidity risk and concentration risk
While DBIs revenue streams are monitored for certain individual products and services operations are managed and financial performance is evaluated on a company-wide basis Accordingly all ofDBIs banking operations are considered to be aggregated in one reportable operating segment
Basis of Consolidation The consolidated financial statements include the accounts of Denmark Bancshares Inc and its subsidiaries All intercompany balances and transactions have been eliminated in consolidation
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates Significant estimates in the financial statements include allowance for credit losses and account for the impairment of loans which are discussed specifically in the following sections of this footnote
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand and amounts due from banks Cash flows from demand deposits NOW accounts savings accounts federal funds purchased and sold cash receipts and payments of loans and time deposits are reported net For purposes of cash flow reporting income taxes paid were $1338847 $1195500 and $1513000 and interest paid was $3258367 $2710864 and $3326505 for the years ended December 31 2014 2013 and 2012 respectively
Investment Securities Investment securities are designated as available-for-sale Debt and equity securities classified as available-for-sale are stated at estimated fair value with unrealized gains and losses net of any applicable deferred income taxes reported as a separate component of stockholders equity Realized gains or losses on dispositions are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method
Declines in fair value of securities that are deemed to be other-than-temporary if applicable are reflected in earnings as realized losses In estimating other-than-temporary impairment losses management considers the length of time and the extent to which fair value has been less than cost the financial condition and near-term prospects of the issuer and the intent and ability of DBI to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value
Loans Loans are reported at the principal amount outstanding net of the allowance for loan losses Interest on loans is calculated and accrued by using the simple interest method on the daily balance of the principal amount outstanding Loan origination fees are credited to income when received and the related loan origination costs are expensed as incurred Capitalization of the fees net of the related costs would not have a material effect on the consolidated financial statements
9
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DB Is customer information system tracks the past due status of all loans beginning with the first day a payment is late On a weekly basis lenders are given a report with all loans past due one day or more to allow them to actively monitor the portfolio and attempt to keep past due levels to a minimum
All loans are given an internal risk rating when the loan is originated On a quarterly basis risk rating reports are distributed to the lenders to ensure that loans are appropriately rated All business and agricultural loans over $250000 are reviewed by the loan officer andor credit analyst within an 18-month cycle A sample of smaller loans are also selected and reviewed to ensure risk ratings are appropriate All loans over $1 million are independently reviewed annually by the Chief Credit Officer An independent third party also performs periodic reviews of risk ratings to ensure that loans are accurately graded
The internal risk ratings are defined as bull Non-classified loans are assigned a risk rating of 1 - 4 with a one-rated credit being the highest quality Nonshyclassified loans have credit quality that ranges from well above average quality to some inherent weaknesses that may present higher than average risk due to conditions affecting the borrower the borrowers industry or economic environment bull Special mention loans are assigned a risk rating of 5 Potential weaknesses exist that deserve managements close attention If left uncorrected the potential weaknesses may result in deterioration of repayment prospects orin DSBs credit position at some future date bull Substandard loans are assigned a risk rating of 6 These loans are inadequately protected by the current worth and borrowing capacity of the borrower Well-defined weaknesses exist that may jeopardize the liquidation of the debt There is a possibility of some loss ifthe deficiencies are not corrected At this point the loan may still be performing and accruing
Dozibifitl loans are risk rated 7 and have all the weaknesses of a substandard credit plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of current facts conditions and values highly questionable and improbable The possibility of loss is extremely high but because of certain important and reasonable specific pending factors which may work to the advantage of strengthening the asset its classification as an estimated loss is deferred until its more exact status can be determined bull Loss loans are internally risk rated as an 8 A loss amount has been determined and this has been charged-off against the allowance for loan losses All or a portion of the charge-off may be recovered in the future and any such recoveries would aiso be recorded through the allowance
DBIs policy is to place into nonaccrual status all loans that are contractually past due 90 days or more along with other loans as to which reasonable doubt exists to the full and timely collection of principal andor interest based on managements view of the financial condition of the borrower When a loan is placed on nonaccrual all interest previously accrued but not collected is reversed against current period interest income Income on such Joans is then recognized only to the extent that cash is received and where the future collection of principal is probable Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when in the judgment of management the loans are estimated to be fully collectible as to both principal and interest
Loan charge-offs for all loans will occur as soon as there is a reasonable probability ofloss When the amount of the Joss can be readily calculated the charge-off will be recorded as soon as practical within the calendar quarter the loss was identified Loans that are partially charged-off will be placed in nonaccrual status unless the remaining loan is restructured th adequate collateral and payments are assured and current
A loan is impaired when based on current information and events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Interest income is recognized in the same manner described above for nonaccrual loans Further detail on the analysis of impaired loans can be found below in the discussion of the Allowance for Loan Losses
Allowance for Loan Losses The allowance for Joan losses is an estimate of the losses that have been incurred in the loan portfolio The allowance is based on two basic accounting principles (1) Financial Accounting Standards Board (FASB) Accounting Standarfa Codification (JSC) Topic 310-10 Receivables- Overall (formerly FAS 114) which requires that losses be accrued when it is probable that DBI will not collect all principal and interest payments according to the Joans contractual terms and (2) FASB ASC Topic 450 Contingencies (formerly FAS 5) which requires that losses be accrued when they are probable of occurring and estimable The FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses provides additional guidance on the allowance methodology
10
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
On a quarterly basis management utilizes a systematic methodology to determine an appropriate allowance for loan losses This methodology includes a loan grading system that requires quarterly reviews identification of loans to be evaluated on an individual basis for impairment results of independent reviews of asset quality and the adequacy of the allowance by regulatory agencies consideration of current trends and volumes of nonperforming past-due nonaccrual and potential problem loans as well as national and local economic trends and industry conditions
In applying the methodology all troubled debt restructurings ( TDRs) regardless of size are considered impaired and will be individually evaluated All nonaccrual and watchlist commercial real estate construction and land development agricultural real estate multifamily residential real estate commercial and agricultural production loans over $50000 are evaluated individually to determine if they are impaired Nonaccrual residential real estate or consumer loans thatare larger than customary for DBI will also be considered impaired and evaluated individually as there would be no pool of similar loans to evaluate these loans under ASC Topic 450 Impaired loans are measured at the estimated fair value of the collateral If the estimated fair value of the impaired loan is less than the recorded investment in the loan an impairment is recognized by creating a valuation allowance in conjunction withASC Topic 310-10
Loans that are not impaired are segmented into groups by type of loan The following loan types are utilized so each segment of loans will have similar risk factors (1) residential real estate (2) agricultural real estate (3) commercial real estate (4) construction and land development (5) commercial (6) agricultural (7) consumer (8) guaranteed loans and (9) other These loans are further segmented by internal risk ratings of non-classified special mention substandard and doubtful which are defined above
Risk factor percentages are applied to the risk rating segments of the non-impaired Joans to calculate an allowance allocation in conjunction with ASC Topic 450 The risk factor percentages are based on historical loan loss experience for each loan type and are adjusted for current economic conditions and trends as well as internal Joan quality trends The historical Joan Joss percentages are applied to the non-classified portion of the portfolio to determine the required allocation to the allowance The historical loan loss percentages are then multiplied by a factor based on current economic conditions to calculate the allocation for each of the remaining risk rating categories of the non-impaired Joans The current economic conditions take into account items such as vacancy rates for rental properties property values based on actual sales transactions income projections based on current prices such as dairy commodities and other available economic data
The above steps result in calculations thatestimate the credit losses inherent in the portfolio at that time The calculations are used to confirm the adequacy and appropriateness of the actual balarice of the allowance recognizing that the allowance represents an aggregation of judgments and estimates by management Such calculations will influence the amount of future provisions for loan losses charged to expense
The calculation is submitted to DSBs Board of Directors quarterly along with a recommendation for the amount of the monthly provision to the allowance If the mix and amount of future charge-offs differ significantly from those assumptions used by management in making its determination the allowance and provision expense could be materially affected In addition various regulatory agencies periodically review the allowance for loan losses These agencies may require additions to the allowance for loan losses based on their judgments of collectability
Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at lower of cost or estimated fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to income
1ortgage Servicing Rights DBI recognizes as assets the rights to service mortgage loans for others known as mortgage servicing rights ( MSRs) DBI services the single-family mortgages it sells to the Federal National Mortgage Association (FNMA or Fannie Mae) DBI determines the fair value of MSRs at the date the loan is transferred To determine the fair value of MSRs DBI calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees
Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income MSRs are evaluated for impairment based on the fair value of those assets Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MSRs exceeds fair value a valuation reserve is established through a charge to earnings The valuation reserve is adjusted as
11
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
the fair value changes MSRs are included in the other assets category in the accompanying Consolidated Statements of Financial Condition
Other Real Estate Owned Other real estate owned represents real estate of which DBI has taken control in partial or total satisfaction of loans Other real estate owned is carried at fair value less estimated costs to sell Losses at the time the property is classified as other real estate owned are charged to the allowance for loan losses Subsequent gains and losses as well as operating income or expense related to other real estate owned are charged to expense Other real estate owned which is included in other assets totaled $220000 and $65000 at December 31 2014 and 2013 respectively
Other Investments Other investments are carried at cost and consist primarily of Federal Home Loan Bank (FHLB) stock money market funds held by the investment subsidiary and AgriBank stock Other investments are evaluated for impairment on an annual basis As a member of the FHLB DSB is required to hold stock in the FHLB based on the anticipated amount ofFHLB borrowings to be advanced This stock is recorded at cost which approximates fair value Transfer of the stock is substantially restricted
Premises and Equipment Premises and equipmeut owned are stated at cost less accumulated depreciation which is computed principally on the straight-line method over the estimated useful lives of the assets The estimated useful lives of the assets are forty years for buildings fifteen years for leaseh9ld improvements and three to seven years for furniture and equipment
Intangible Assets DBI hadbullacore deposit intangible asset that was originated in connection with DSBs expansion through acquisition of an established branch operation in 1997 The acquisition did not meet the definition of a business combination in accordance with ASC Topic 805 - Accounting for Business Combinations Occurring in Periods Beginning before December 15 2008 As such DBI amortized the intangible asset related to the acquisition over a period of fifteen years This intangible was fully amortized as of July 2012
Income Taxes Deferred income tax assets and liabilities are determined using the liability method Under this method the net deferred income taxes are provided for timing differences between book and tax bases of assets and liabilities in the consolidated financial statements and those reported for income tax purposes A liability may also be recognized 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 Interest and penalties related to unrecognized tax benefits are classified as income taxes
Treasury Stock Treasury stock consists of3648 and 3132 shares at a cost of$2608041 and $2350190 as ofDecember 31 2014 and 2013 respectively
Earnings per Common Share Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during each year DBI does not have any stock-based compensation plans therefore basic and diluted earnings per share are presented as one number The number of shares used in computing basic earnings per share is 118002 118511 and 118650 for the years ended December 31 2014 2013 and 2012 respectively
Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year
Deregistration On August 31 2012 following passage of the Jumpstart Our Business Startups Act which increased the number of shareholders of record threshold for deregistration under Section 12(g) of the Securities Exchange Act of 1934 (the Exchange Act) for banks and bank holding companies DBI filed a Schedule 13E-3 and preliminary proxy statement with the Securities and Exchange Commission (SEC) related to a proposed going-private transaction that would subject to shareholder approval establish Lwo separate and distinct classes ofDBIs common stock Class A voting common stock and Class B non-voting common stock and reclassif shareholders of record of less than 15 shares ofDBIs common stock into
12
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
shares of Class B common stock DBI held a special meeting of its shareholders on December 27 2012 to approve the goingshyprivate transaction On December 28 2012 DBI filed a Form 15 with the SEC giving notice of termination of the registration of DBIs common stock under Section 12(g) of the Exchange Act The termination of DBIs registration became effective 90 days after filing the Form 15 and as a result DBI is no longer required to file annual or periodic reports under Section 13 or 15(d) of the Exchange Act including annual reports on Form 10-K quarterly reports on Form 10-Q and current reports on Form 8-K or to comply with the proxy rules or file proxy materials under section 14 of the Exchange Act Furthermore DBIs directors and executive officers are no longer required to comply with the requirements of Section 16 of the Exchange Act DBI is not required to re-register its common stock until such time as it has 2000 or more shareholders of record in any one class of its common stock as of the end of any calendar year
New Accounting Pronouncements
In February 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-02 Comprehensive Income Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income This guidance requires additional information about the amounts redassified out of accumulated other comprehensive income by component including the respective line items of net income significantly affected by those reclassifications DBI adopted this new accounting standard effective January 1 2014 which required DBI to disclose the impact of significant amounts reclassified out of accumulated other comprehensive income on the respective line items on the statements of income
In January 2014 FASB issued ASU No 2014-04 Reclassification of Residential Real Estate Collateralized Consumer Afortgage Loans upon Foreclosure The primary purpose of this new guidance is to clarify for residential mortgage loans when an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing amiddot residential mortgage loan This new accounting standard is effective for financial statements issued for annual periods and interim periods within those annual periods beginning after December 15 2014 DBI does not believe this will have a significant impact on its financial statements
In May 2014 FASB issued ASU No 2014-09 Revenueji-om Contracts with Customers The objective of this new standard is to provide a common revenue standard for all entities that enter into contracts with customers to transfer goods or services or contracts to transfer nonfinancial assets This new accounting standard is effective for financial statements issued for annual reporting periods beginning after December 15 2016 DBI is evaluating what impact this new standard will have on its financial statements
In August 2014 FASB issued ASU No 2014-14 Classification of Certain Government-Guaranteed Mortgage L oans upon Foreclosure This standard requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met DBI adopted this new accounting standard for the year ended December 3 1 2014 The adoption of this accounting standard did not have a significant effect on DB Is financial statements
NOTE 2 - RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS
DSB is required to maintain noninterest-bearing deposits on hand or with the Federal Reserve Bank Reserves of $2018000 and $1522000 were required as of December 3 1 2014 and 2013 respectively A reserve requirement with the Federal Reserve Bank of $140000 was maintained at December 31 2014 while the requirements at December 3 1 2013 were fully satisfied by currency and coin holdings Accounts at each institution where DBI maintains a correspondent banking relationship were insured in full by the Federal Deposit Insurance Corporation Transaction Guarantee Program until December 3 1 2012 after which time the insurance reverted back to $250000
13
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 3 - INVESTMENT SECURITIES
The amortized cost and estimated fair market value of securities available-for-sale were as follows
US Governrnent-sponsored agencies US Government-sponsored agency JvIBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
US Government-sponsored agencies US Government-sponsored agencTMBS State and local governrnents Asset-backed securities Residential mortgage-backed securities
Total
Amortized Cost
$2497236 29005137 32665936
7049912 4336901
$75555122
Amortized Cost
$4495603 3 7740892 33471972
7296560 5823160
$88828187
December 3 1 2014
Gross Gross Unrealized Unrealized
Gains Losses $0 ($49636)
437404 (197375) 791956 (154709)
33745 (21185) 3280 (235012)
$1266385 ($657917)
December 3 1 2013
Gross Gross Unrealized Unrealized
Gains Losses
$0 ($185203) 454356 (671069) 453660 (1034788)
37326 (72757) 8363 (674912)
$953705 ($2638729)
Estimated Fair
Value
$2447600 29245166 33303183
7062472 4105169
$76163590
Estimated Fair
Value
$4310400 37524179 3 2890844
7261129 5156611
$87143163
During 2014 proceeds of$76 million from normal pay-downs $75 million from security sales $20 million from maturities and $20 million from calls were received For the year-ended December 3 1 2014 purchases of $50 million tax-exempt municipals $14 million of agency JvIBS $01 million of taxable municipals were made Beginning in August 2014 management decided to suspend any further investment purchases and to liquidate securities that posed interest rate risk andor credit risk for DBI
-
The amortized cost and estimated fair values of securities at December 3 1 2014 by maturity were as follows
Amounts Maturing
Within one year From one through five years From five through ten years After ten years
Securities Available-for-Sale
Amortized Cost
$939490 27820944 29943665 16851023
$75555122
Estimated Fair
Value
$947968 28167939 29959802 17087881
$76163590
MB S are allocated according to their expected prepayments rather than their contractual maturities Certain state and local governments securities are allocated according to their put date Fair values of securities are estimated based on financial models or prices paid for similar securities It is possible interest rates could change considerably resulting in a material change in the estimated fair value of the securities
At December 3 1 2014 forty-eight debt securities have unrealized losses with aggregate depreciation of 22 from DSBs amortized cost basis Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows
14
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
December 3 L 2014 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $0 $0 $49636 $2447600 US Government-sponsored agency lvBS 10753 1965764 186622 7053008 State and local governments 64334 5885342 90375 4299118 Asset-backed securities 21185 2734432 0 0 Residential mortgage-backed securities 0 0 235012 3851271
Total securities available for sale $96272 $10585538 $561645 $17 650997
December 3 1 2013 Less Than Twelve Months Over Twelve Months Gross Estimated Gross Estimated
Unrealized Fair Unrealized Fair Securities Available for Sale Losses Value Losses Value US Government-sponsored agencies $164503 $3831100 $20700 $479300 US Government-sponsored agency JvBS 568743 16619413 102326 3 433344 State and local governments 505852 12786375 528936 6393941 Asset-backed securities 72757 3 007492 0 0 Residential mortgage-backed securities 25702 645086 649210 41 13450
Total securities available for sale $1337557 $36889466 $1301172 $14420035
All securities with unrealized losses are assessed to determine if the impairment is other-than-temporary Factors that are evaluated include the mortgage loan types supporting the securities delinquency and foreclosure rates credit support weighted average loan-to-value and year of origination among others
In the past a quarterly analysis by a third party was performed on three residential MBS secured by non-traditional loan types in order to determine whether they were other-than-temporarily impaired (OTTI) The purpose of the third party evaluation was to determine if the present value of the expected cash flows is less than the amortized costs thereby resulting in credit loss in accordance with the authoritative accounting guidance under FASB ASC Topic 320 The third party determined an estimated fair value for each security based on discounted cash flow analyses The estimates were based on the following key valuation assumptions - collateral cash flows prepayment assumptions default rates loss severity liquidation lag bond waterfall and internal rate of return These valuations were considered Level 3 inputs as defined in Note 1 6 - Fair Value Measurement Additional securities may be analyzed in the future if deemed necessary to determine whether they are OTTI and if so if any possible credit loss exists
Two of the three securities supported by non-traditional loan types were previously found to have credit losses since a portion of the unrealized losses is due to an expected cash flow shortfall As such these securities were determined to be OTTI In 2014 after an analysis of DBIs interest rate and credit risk positions in its investment portfolio the decision was made to liquidate the securities that provided higher than desired interest rate andor credit risk In addition to several other securities sold during the year the three securities analyzed by the third party in the past are being actively marketed for sale Market pricing obtained on the securities at year-end indicated additional OTTI credit losses were likely including on the third security where estimated credit losses were previously not recorded The pricing obtained during 2014 resulted in an additional $01 million in credit losses that were recorded through the income statement during the current period for the tlumiddotee OTTI securities These vaiuations were also considered Level 3 inputs Unrealized losses on the three OTTI securities were recognized through accumulated other comprehensive loss on the balance sheet as of December 3 1 2014 net of tax in the amount of $01 million
The unrealized losses on the remainder of the residential MBS are due to the distressed and illiquid markets for collateralized mortgage obligations The securities are investments in senior tranches with adequate credit support from subordinate tranches are supported by traditional mortgage loans that originated between 2002 and 2005 have low delinquency and foreclosure rates and reasonable loan-to-value ratios DBI does not consider these investments to be OTTI at December 3 1 2014
15
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Changes in credit losses recognized for securities with OTTI were as follows
Credit losses recognized in earnings beginning of period Credit losses for OTTI not previously recognized Credit losses recognized in earnings end of period
2014
($775611) (97777)
($873388)
For the Years Ended December 3 1
2013
($775611) 0
($775611)
2012
($637245) (138366)
($775611)
There were no issuers of securities for which a significant concentration of investments (greater than 10 percent of stockholders equity) was held as of December 3 1 2014
Investment securities with an amortized cost of $120 million and $126 million and an estimated fair value of $121 million and $124 million at December 3 1 2014 and 2013 respectively were pledged to secure public deposits and for other purposes required or permitted by law
NOTE 4 - LOANS
Major categories ofloans included in the loan portfolio are as follows
Real Estate Residential Commercial Agricultural Construction
Commercial Agricultural Consumer and other Unsecured Loans
Total Loans Receivable Allowance for Joan losses
Total Loans Net
$(000)s
Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
December 3 1
2014 2013
$78182835 68181452 84559455 10202943
241126685
34478870 40665521 10886131
533188 $327690395
(5727634) $321962761
$72446068 64973367 84678760 10957566
233055761
32546338 3 8917838 10840542
591684 $315952164
(6122914) $309829250
Recorded Investment in Financing Receivables As of December 31 2014 and 2013
2014 2013 Ending Balance Ending Balance
Individually Individually Endiiig Evaluated Ending Evaluated Balance for Imfgtairment Balance for Imfgtairment $78183 $2710 $72446 $2052
68181 992 64973 2219 10203 2661 10958 3290
84559 0 84679 0
34479 25 32546 279
40666 0 38918 0
11419 0 11432 0
$327690 $6388 $315952 $7840
16
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
- - -ampmiddot--
bull middot i middot - i
1 Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The follolrtg tables show the investment in impaired loans and the corresponding allowance for those loans along with the recognizeH Irtterest income associated with impaired loans
I middot i bull
S(OOO)sf
2014 i i middot
With noelated allowance ResidenfiJl tReal Estate 1 1 Commerdia1 Real Estate Construdibh amp Land Dev 1 1 1 1 AgricuWr[ a) Real Estate Commeroihl
bull W Agri cu 1 tl1ral middot 1 1 Consum fnd other
With a ret)tied allo1vance 1 Resident1 Real Estate Commercial Real Estate bullJ I Construchon amp Land Dev Agricu1tJJ4 Real Estate middot middot CommenjtJ1 Agricultu[
bull Consumer]ld other 1
Total b Residentij ea Estate CommerdiatRea Estate ConstructJ6H amp Land Dev Agri cul tuamp Real Estate
j Commercla Agricultural
-middot ConsumertJirtd other Total
1
Impaired Loans As of December 31 2014 and 2013
Unpaid Average Interest Recorded Principal Related Recorded Irtcome
Investment Balance Allowance Investment Recognized
$1567 $1801 $0 $1850 $54
664 1017 0 1047 12
2555 3222 0 3725 1
0 0 0 0 0
9 9 0 10 0
0 0 0 0 0
0 0 0 0 0
$1143 $1234 $310 $ 1255 $55
328 428 93 433 24
106 232 3 232 0
0 0 0 0 0
16 1 6 16 22 2
0 0 0 0 0
0 0 0 0 0
$2710 $3035 $310 $3105 $109
992 1445 93 1480 3 6
2661 3454 3 3957 1
0 0 0 0 0
25 25 16 32 2
0 0 0 0 0
0 0 0 0 0
$6388 $7959 $422 $8574 $ 148
1 7
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Unpaid Average Interest Recorded Principal Related Recorded Income
2013 Investment Balance Allowance Investment Recognized With no related allowance Residential Real Estate $762 $821 $0 $842 $33 Commercial Real Estate 1005 1354 0 1 7 1 1 3 4 Construction amp Land Dev 23 24 0 24 0 Agricultural Real Estate 0 0 0 0 0 Commercial 119 164 0 172 0 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
With a related allowance Residential Real Estate $1290 $1512 $171 $1537 $13 Commercial Real Estate 1214 1362 544 1388 27 Construction amp Land Dev 3267 3705 166 3 800 0 Agricultural Real Estate 0 0 0 0 0 Commercial 160 206 73 2 13 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total Residential Real Estate $2052 $2333 $171 $2379 $46 Commercial Real Estate 2219 2716 544 3099 61 Construction amp Land Dev 3290 3729 166 3 824 0 Agricultural Real Estate 0 0 0 0 0 Commercial 279 370 73 385 2 Agricultural 0 0 0 0 0 Consumer and other 0 0 0 0 0
Total $7840 $9148 $954 $9687 $109
No additional funds are committed to be advanced in connection with impaired loans
Allowance for Loan Losses For the Years Ended December 31 2014 and 2013
$(000)s Ending Balance B eginning Ending Individually
Balance Balance Evaluated 2014 1112014 Charge-a ffs Recoveries Provision 123 12014 for ImEairment Residential Real Estate $1165 ($278) $20 $371 $1278 $310 Commercial Real Estate 2434 (296) 21 (168) 1991 93
Construction amp Land Dev 886 (250) 0 33 669 3
Agricultural Real Estate 628 0 0 (19) 609 0
Commercial 3 3 1 (46) 17 (16) 286 16
Agricultural 437 0 0 6 443 0
Consumer and other 158 (1 1) 8 83 238 0
Unallocated 84 0 0 130 2 14 0
Total $6123 ($881) $66 $420 $5728 $422
18
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
S(OOO)s Ending B alance B eginning Ending Individually B alance Balance Evaluated
2013 1112013 Charge-offs Recoveries Provision 12312013 for Im12airment
Residential Real Estate $1030 ($139) $17 $257 $1165 $171
Commercial Real Estate 2405 (53) 13 69 2434 544
Construction amp Land Dev 1209 (302) 0 (21) 886 166
Agricultural Real Estate 374 0 0 254 628 0
Commercial 279 (2) 19 35 331 73
Agricultural 300 0 0 137 437 0
Consumer and other 20 (21) 6 153 158 0
Unallocated 568 0 0 (484) 84 0
Total $6185 ($517) $55 $400 $6123 $954
Nonaccrual loans totaled $40 million and $56 million at December 31 2014 and 2013 respectively There were no loans past due ninety days or more and still accruing A schedule of oans by the number of days past due (including nonaccrual loans) along with a schedule of credit quality indicators follows
Age Analysis of Past Due Financing Receivables
Total 30-89 Days 90 Days Total Financing
S(OOO)s Past Due amp Over Past Due Current Receivables
December 31 2014 Residential Real Estate $241 $329 $570 $77613 $78183 Commercial Real Estate 0 154 154 68027 68181 Construction amp Land Dev 0 303 303 9900 10203 Agricultural Real Estate 0 0 0 84559 84559 Commercial 0 0 0 34479 34479 Agricultural 0 0 0 40666 40666 Consumer and other 9 9 18 11401 11419
Total $250 $795 $1045 $326645 $327690
Total 30-89 Days 90 Days Total Financing
$(000)s Past Due amp Over Past Due Current Receivables
December 31 2013 Residential Real Estate $328 $559 $887 $71559 $72446
Commercial Real Estate 149 137 286 64687 64973
Construction amp Land Dev 89 24 113 10845 10958
Agricultural Real Estate 29 0 29 84650 84679
Commercial 0 101 101 32445 32546
Agricultural 2 0 2 38916 38918
Consumer and other 22 12 34 11398 11432
Total $619 $833 $1452 $314500 $315952
1 9
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
$(000)s
December 31 2014 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
S(OOO)s
December31 2013 Residential Real Estate Commercial Real Estate Construction amp Land Dev Agricultural Real Estate Commercial Agricultural Consumer and other Total
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NonshyClassified
$68088 59558
7181 82433 32962 39738 1 1 347
$301307
Non-Classified
$59367 54068
6563 83784 30886 3 8880 1 1300
$284848
Credit Quality Indicators
Special Mention
$5253 5397
285 13 16 1263
707 49
$ 14270
Special Mention
$5194 5544
450 838 627
3 8 74
$12765
Substandard $2807
2383 0
8 10 229 221
15
$6465
Substandard $6933
3850 2527
57 894
0 58
$14319
Doubtful $2035
843 2737
0 25
0 8
$5648
Doubtful $952 15 1 1 14 1 8
0 139
0 0
$4020
Total $78183
6818 1 10203 84559 3 4479 40666 1 1419
$327690
Total $72446
64973 10958 84679 32546 3 8918 1 1432
$315952
There were no loans modified during 2014 as troubled debt restructurings Since December 3 1 2013 two loans that were previously modified as troubled debt restructurings subsequently defaulted These Joans were made to related-borrowers One loan had an active principal balance of $81500 and was secured by a first lien on an owner-occupied commercial property This default resulted in a charge-offof $72500 The second loan secured by a second mortgage on a residential property had an active principal balance of $101000 and had an impact to the allowance for loan losses of $38500 This property was in other real estate owned as of December 3 1 2014
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows
Land Buildings and improvements Furniture and fixtures
Less Accumulated depreciation Premises and equipment net
December 3 1
2014 2013
$1080548 $1080548 5272784 9909466 4915205 4791255
$ 1 1268537 $ 15781269 (7572752) (8889376)
$3695785 $6891893
As of December 3 1 2014 the Maribel and Wrightstovvn branches were determined to be held for sale The land building and building improvements were written down to fair market value less estimated costs to sell As o result un impairment of $24 million was recorded in earnings for the year-ended December 3 1 2014 The buildings were reclassified to other assets and are no longer being depreciated
20
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
l-OTE 6 -JIiTEREST-BEARilG DEPOSITS
Interest-bearing deposits consisted of the following
$(000)s
NOW accounts
Savings accounts
Money market accounts
Time deposit accounts
Total
December 3 1
2014 2013
$30669 $28134
23428
141537
96865
$292499
24658
142135
103128
$298055
The following table shows the maturity distribution of time deposit accounts
$(000)smiddot December 3 1
Within one year
One to two years
Two to three years
Three to four years
Over four years
Total
2014 2013
$51283 $59234
22482 3 1016
8787 5028
5972 3810
8341 4040
$96865 $103128
Time deposit accounts issued in the amount of $250000 or more totaled $123 million at both December 3 1 2014 and 2013
NOTE 7 - SHORT-TERtvI BORROWINGS
Short-term borrowings included notes payable of $44 million and $72 million at December 3 1 2014 and 2013 respectively The notes payable are secured by DSB and DACC stock and agricultural loans with a carrying value of $23 1 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure long-term debt The shortshyterm line of credit had a variable interest rate of 051 at December 3 1 2014 As of December 3 1 2014 DSB had an available and unused federal funds line of credit with its main correspondent institution up to $90 million Federal funds purchased generally mature within one to four days from the transaction date
NOTE 8 - LONG-TERM BORROWINGS
During 2014 the decision was made by management to pay-off al Federal Home Loan Bank advances with the exception of one fixed-rate advance This decision was based on an analysis performed related to DBIs interest rate risk position and made in an effort to position DBI more competitively going forward There were prepayment penalties of $09 million on these advances that were recorded as long-term interest expense on the income statement during 2014
Long-term borrowings consisted of the following
Federal Home Loan Bank
Agribank FCB
TOTAL
Fixed rate advances Callable fixed rate advances
Fixed rate advances
Rates 179
078-181
2 1
For the Years Ended December 3 1
2014 2013
Amount $1823272
0
12910970
$ 14734242
Rates 1 79-479 408-468
078-243
Amount $6791617
9000000
12732266
$28523882
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
The following is a summary of scheduled maturities of borrowed funds as of December 3 1 2014
Weighted Average
Rate Amount
2015 080 1500000 2016 099 7732399
2018 146 1500000 2019 181 1000000 Thereafter 172 3001843
Total $14734242
The notes payable to the FHLB are secured by residential mortgages with a carrying amount of $658 million and $573 million as of December 3 1 2014 and 2013 respectively along with $09 million of FHLB stock at both December 3 1 2014 and 2013 AgriBank FCB notes payable are secured by agricultural loans with a carrying value of $231 million and $240 million as of December 3 1 2014 and 2013 respectively The pledged notes also secure short-term borrowings
As of December 3 1 2014 DBI had a total of $807 million of unused lines of credit with banks to be drawn upon as needed subject to borrowing guidelines
NOTE 9 - INCOJIE TAXES
The provision for income taxes in the consolidated statement of income is as follows
$(000s) 2014 2013 2012
Current Federal $1065 $1223 $1085 State 5 214 440
middot $1070 $1437 $1525
Deferred Federal ($844) $224 $442 State 133 (13) (5)
($711) $21 1 $437
Total provision for income taxes $359 $1648 $1962
Applicable income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate for the reasons noted in the table belogtv
2014 2013 2012
$(000s) Amount Amount Amount
Tax at statutory federal income tax rate $502 34 $1887 34 $1944 34 Increase (decrease) in tax resulting from
Tax-exempt interest (21 1) (14) (207) (4) (245) (4)
Reversal of net operating loss allowance 88 6 (229) (4) 0 0
State income tax net of federal tax benefit 66 5 284 5 287 5
Bank owned life insurance (89) (6) (91) (2) (121) (2)
Other net 3 0 4 0 97 2
Applicable income ta-xes $359 24 $1648 30 $1962 34
22
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Other assets in the accompanying consolidated statements of financial condition include the following amount of deferred tax assets and deferred tax liabilities
2014 2013
$(000s Deferred tax assets
Allowance for credit losses $1601 $1761 Unrealized losses on available-for-sale securities 0 674 State tax net operating loss carryforward 129 138 Branch fixed asset impairment 937 0 Deferred compensation 20 1 13 Other 147 113
Total deferred tax assets $2834 $2799 Deferred tax liabilities
Accumulated depreciation on fixed assets $157 $122 Security accretion $102 $100 Mortgage servicing rights 70 85 Stock dividends received 146 147 Unrealized gain on available-for-sale securities 243 0 Other 44 67
Total deferred tax liabilities $762 $521 Net deferred tax asset $2072 $2278
NOTE 10 - EMPLOYEE BENEFIT PLAN
DBI has a 401(k) profit sharing and retirement savings plan The plan essentially covers all employees who have been employed over one-half year and are at least twenty and one-half years old Provisions of the 401(k) profit sharing plan provide for the following
DBI will contribute 50 of each employees elective contribution up to a maximum DBI contribution of 2 Employee contributions above 4 do not receive any matching contribution DBI may elect to make contributions out of profits These profit sharing contributions are allocated to the eligible participants based on their salary as a percentage of total participating salaries The contribution percentage was 4 for 2014 2013 and 2012
Prior to 2014 DBI also provided benefits to certain Executive Officers under nonqualified deferred compensation plans Two of the plans expired and as a result $225000 in accrued deferred compensation was paid out during January 2014
DBI provides no post-retirement benefits to employees except for the 401(k) profit sharing retirement savings plan and nonqualified deferred compensation plans discussed above which are currently funded DBI expensed contributions of $283349 $264327 and $275173 for the years 2014 2013 and 2012 respectively
NOTE 1 1 - COMMITlIENTS AND CREDIT RISK
DBI and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and standby letters of credit Those instruments involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position The contract or notional amounts of those instruments reflect the extent of involvement DBI and its subsidiaries have in particular classes of financial instruments
23
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
$(000)s Financial instruments whose contract amounts represent credit risk
Commitments to extend credit
Standby letters of credit and financial guarantees middotwritten
Contract or Notional Amount
December 31 2014
$51067
1757
Secured Portion
$47610
1757
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements DBI and its subsidiaries evaluate each customers creditworthiness on a case-by-case basis Collateral held varies but may include accounts receivable inventory property plant and equipment and income-producing commercial properties As of December 31 2014 variable rate commitments totaled $259 million
Standby letters of credit are conditional commitments issued by DSB to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support commercial business transactions When a customer fails to perform according to the terms of the agreement DSB honors drafts drawn by the third party in amounts up to the contract amount A majority of the letters of credit expire within one year The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers Collateral held varies but may include accounts
receivable inventory
property plant and equipment and income-producing commercial and residential properties All letters of credit are secured
NOTE 12 - RELATED PARTY TRANSACTIONS
At December 31 2014 and 2013 certain DBI subsidiary executive officers directors and companies in whichthey have a ten percent or more beneficial interest were indebted to DBI and its subsidiaries in the amounts shown below All such loans were made inthe ordinary course of business and at rates and terms similar to those granted to other borrowers
$(000)s Aggregate related party loans
$(000)s Aggregate related party loans
123 12013
Beginning Balance
$206
123 12012
Beginning B alance
$180
New Loans
$350
New Loans
$389
Payments
($342)
Payments
($306)
12312014
Other Ending Changes B alance
$0 $214
Other 12312013 Changes Ending
(1) B alance
($57) $206
(1) Loan balances for an employee named as executive officer who left DSB during 2013 and a director who reached the mandatory retirement age
Deposit balances with DBIs executive officers directors and affiliated companies in which they are principal owners were $33 million and $34 million at December 3 1 2014 and 2013 respectively
24
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
1 i middot i l
Denmark Bancshares Inc and Subsidiaries Notes to the Cb1isolidated Financial Statements
NOTE 13 tfYARENT COMPANY ONLY INFORlvIATION 1
Followingj jin a condensed fonn are parent company only statements of financial condition statements of income and cash flows ofIJflI The financial infonnation contained in this footnote is to be read in association with the preceding accompag jng notes to the consolidated financial statements
DENMARK BNCSHARES INC
bull
-- bull -
middot f middot bull
bull
Statemnts of Financial Condition
$(000)s i I Assets
orilii in banks l l Irivf
stment
Banking subsidiary
onbanking subsidiarie
F1fiect assets (net ofdepremat10n
of$3446 and $4861 respectively) I Bqi1if1gs avaiiable for sale
l oter assets
bTAL ASSETS
Liabiilib H I kcctued expenses
Dffi=1ends payable
OJer liabilities N1 payable - unrelated bank
bullfl9tal Jiabiliies
Stockhjifers Eqwty cbmmon stock
Pltin capital
Rmicro)ned earnings
ACumulated other comprehensive loss
middotqtal stockholders equity j lcopyTAL LIABILITIES AND middot STOCKHOLDERS EQUlTi
25
December 31
2014
$1005
45334
9238
3424
783
1140
$60924
$152
867
0
0
$1019
$15566
470
43504
3 65
$59905
$60924 - -middot--middotmiddot -
2013
$1278
43355
8934
6659
0
250
$60476
$202
870
0
0
$1072
$15824
470
44121
(1011)
$59404
$60476
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
r middotmiddot
i I I I middot1 1 r
T middot I I
J J
Denmark Banc(gt hares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK BANCSHARES INC Statements oflncome
For the Years Ended December 3 1 i
$rs 2014 2013 2012
Iitcome
Hbther interest income ividend income from banking subsidiary i ividend income from nonbanking subsidiary ental income from banking subsidiary Rental income from unaffiliated third parties I Total income
lnses middot fanagement fees to banking subsidiary nterest expense epreciation
rite-down on buildings Other operating expenses Total expenses 1 middot
ncome before income tax benefit and J undistributed income of subsidiaries
f ncome tax benefit middot imiddot middot Iricome
before undistr
ibuted middot income of subsidiaries
4uro in Undistributed Income of Subsidiaries
HM an1dng subsiclfary J Wonbank subsidiaries J NET INCOME
26
$0
1476
250
480
138
$2344
66
0
271
2379
257
$2973
($629)
(839)
$210
603
304
$1117
$0
13 17
250
480
126
$2173
$74
0
282
0
236
$592
$1581
(221)
$1802
1775
324
$3901
$0
1297
251
522
106
$2176
$ 150
0
283
0
324
$757
$1419
(49)
$i468
1929
3 59
$3756
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
-
Denmark Bancshares InC and Subsidiaries Notes to the Consolidated Financial Statements
DENlVIARK BANCSHARES INC Statements of Cash Flows
For the Years Ended December 3 1 middot j middot $(000)s bull i
Cash Flowslfj1rom Operating Activities
d Net Income AdjustmJAts to reconcile net income to
net ca$H provided by operating activities Depreition
EquitJliarnings) of banking subsidiary Equity
11 arnings) ofnonbanking subsidiaries
bull Dividbn from banking subsidiary Divide from nonbanking subsidiary Impaient writedown on buildings Deere (increase) in other assets Increagt1 c decrease) in other liabilities
1fetiOash Provided by Operating Activities r
Cash Flowsfom Jnvesting(ictivities Capit1ihpenditures 1 middot middot Decrek (increase) in investment in nonbanking subsidiary
d NetHilash Provided by (Used in) Investing Activities 1 I middot middot middot
Cash Flow1Jfrom Financing Activities middot middot q Debt reiJlayments ii I Treasqrstock purchases
DividltJrs paid Neultbdsh Used in Financing Activities l f t
Net incrclb (decrease) in cash micro f Cash beampiBning CASFJ1iRNDING
) I supplemen((i( D isclosure
Income 4(ies received
- - i
27
2014 2013
$1117 $3901
271 282 (2079) (309
_1)
(554) (575) 1476 13 17
250 251 2379 0 (890) (205)
50 (54) $2020 $1826
($198) $0 0 middot O
($198) $0
0 0 (258) (78)
(1737) (1725) ($1995) ($1803)
($173) $23 1278 1255
$1105 $1278
$1 $9
2012
$3756
283 (3226)
(610) 1297
251 0 5
(10) $1746
($320) 0
($320)
0 (147)
(1 722) ($18692
($443) 1 698
$1255
$63
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
i i q NOTE 141GRICULTURAL LENDING SUBSIDIARY ONLY INFORMATION
FoJlofo h a condensed form are statements of financial condition and statenent of incomey or Denmark Agricultural Credit Cof1Jfrat10n (DACC) a subsidiary of Denmark State Bank tbat makes agr1busmess and agncultural real estate loans
l q DENMARK AGRICULTURAL CREDIT CORPORATION I
l
$(DOO)s Assets l middot
ca5Hin banks Loiibs T AJlTiance for loan losses f We loans middot
i Stcjc)ltlinvestment A I i d t bl cprre mteres rece1va e Otherlassets 1 f bull copy)rALASSETS
L bT d z a 1 1tw
AcR+ed interest expense OtijrJ iabiliti es Sh4teirn middotborrowings Lop1term borrowings
iiJfal liabilities 1 1 stockh6)1rrsEquiry
CoiJ1i1on stock RehiiAed earnings middotq 1
tofal stockholders equity gt I I TQJJAL LIABILITIES AND
STOCKHOLDERS EQUITY
bull I
J - l t l
I I
U l i
Statements o f Financial Condition
December 3 1 2014
$448 25705
(553) 25152
675 64
161
$26500
$41 $0
4367 1291 1
$17319
$1500 7681
$9181
$26500
28
2013
$622 27813
(533) 27280
750 85
136
$28873
$51 $0
7213 12732
$19996
$1500 7377
$8877
$28873
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
DENMARK AGRICULTURAL CREDIT CORPORATION Statements of Income
$(000)s Income
Loan interest including fees Dividends from common stock Money market interest
Total income Expenses
Short-term borrowing interest Long-term borrowing interest Provision for loan loss expense Management fees to Denmark State Bank Other operating expenses
Total expenses
Income before income taxes Income tax expense
NET INCOtvIB
NOTE lS - EMPLOYEE STOCK PURCHASE PLAN
For the Years Ended December 3 1
2014 2013
$1245 $1276
70 59
1 1
$ 13 16 $1336
$29 $41
157 162
20 0
180 170
16 17
$402 $390
$914 $946
360 371
$554 $575
2012
$1308
59
1
$ 1368
$56
120
0
170
19
$365
$ 1003
3 93
$610
In December 1998 DBI adopted an Employee Stock Purchase Plan All DBI employees except executive officers and members of the Board of Directors are afforded the right to purchase a maximum number of shares set from time to time by the Board of Directors Rights granted must be exercised during a one-month purchase period prescribed by the Board Rights are exercised at fair market value There were no rights granted during 2014 and 2013
NOTE 16 - FAIR VALUE MEASUREMENT
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in a transaction between market participants on the measurement date Some assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis as required by US GAAP which also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument The three levels of inputs defined in the standard that may be used to measure fair value ure as follows
bull Level J Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date bull Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data bull Level 3 Significant unobservable inputs that are supported by little if any market activity These unobservable inputs reflect estimates that market participants would use in pricing the assets or liability
DBI used the following methods and significant assumptions to estimate fair value
29
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Cash Cash Equivalents and Federal Funds Sold For cash cash equivalents and federal funds sold the carrying amount is a reasonable estimate of fair value
Investment S ecurities Investment securities available-for-sale (AFS) are recorded at fair value on a recurring basis The fair value measurement of most ofDBIs AFS securities is currently determined by an independent provider using Level 2 inputs (except as noted below) The measurement is based upon quoted prices for similar assets if available If quoted prices are not available fair values are measured using matrix pricing models or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves prepayment speed and default rates Two of DB Is AFS MBS that are secured by non-traditional mortgage Joans and one AFS lvffiS secured by traditional mortgage Joans that was previously downgraded were analyzed by a third party in order to determine an estimated fair value The estimated fair values were based on discounted cash flow analyses and are considered Level 3 inputs
Refer to Note 3 - Investment Securities for additional detail on the assumptions used in determining the estimated fair values the valuation techniques and significant unobservable inputs for Level 3 assets as well as additional disclosures regarding DB Is investment securities For other securities held as investments fair value equals quoted market price if available Ifa quoted market price is not available fair value is estimated using quoted market prices for similar securities
Loans Receivable net The fair value of Joans is estimated by discounting the future cash flows using the current rates at which similar Joans would be made to borrowers with similar characteristics and for the same remaining maturities
Loans Held for Sale Mortgage Joans held for sale are recorded at the lower of cost or market value The fair value is based on a market commitment for the sale of the loan in the secondary market These Joans are typically sold within one week of funding DBI classifies mortgage loans held for sale as nonrecurring Level 2 assets
Impaired Loans A Joan is considered impaired when based on current information or events it is probable that not all amounts due will be collected according to the contractual terms of the loan agreement Impairment is measured based on the fair value of the underlying collateral The collateral value is determined based on appraisals and other market valuations for similar assets The value of impaired loans is typically 65 - 80 of appraised value Under FASB ASC Topic 820 Fair Value A1easurements and Disclosures the fair value of impaired loans is reported before selling costs of the related collateral while FASB ASC Topic 310 Receivables requires that impaired loans be reported on the balance sheet net of estimated selling costs Therefore significant estimated selling costs would result in the reported fair value of impaired Joans being greater than the measurement value of impaired loans as maintained on the balance sheet In most instances selling costs were estimated for real estate-secured collateral and included broker commissions legal and title transfer fees and closing costs Given the valuation technique and significant unobservable inputs utilized to determine the fair value impaired Joans are classified as nonrecurring Level 3 assets
Other Investments For other investments the carrying amount is a reasonable estimate of fair value
Other Real Estate Owned Real estate that DBI has taken control of in partial or full satisfaction of debt is valued at the lower of book value or fair value The fair value is determined by analyzing the collateral value of the real estate using appraisals and other market valuations for similar assets less any estimated selling costs The value carried on the balance sheet for other real estate owned is estimated fair value of the properties Other real estate owned is classified as a nonrecurring Level 2 asset
Bank Owned Life Insurance The carrying amount of bank owned life insurance approximates fair value
Deposit Liabilities The fair value of demand deposits savings accounts and certain money market deposits is the amount payable on demand at the reporting date The fair value of fixed-maturity certificates of deposit is the estimate of discounted cash flows using the rates currently offered for deposits of similar remaining maturities
Borrowings Rates currently available to DSB for debt with similar terms and remaining maturities are used to estimate fair value of existing debt
Commitments to Extend Credit Standby Letters of Credit and Financial Guarantees vYritten The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixed rate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates The fair value of guarantees and letters of credit is not material
3 0
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized in the table below
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Description US Government-sponsored agencies US Government-sponsored agency lYIBS State and local governments Asset-backed securities Residential mortgage-backed securities
Total securities available for sale
Level 1 $0
0 0 0 0
$0
Level 1 $0
0 0 0 0
$0
December 3 1 2014 Fair Value Measurements Using
Level 2 Level 3 $2447600 $0 29245166 0 33303183 0
7062472 0 253898 3851271
$723 12319 $3851271
December 3 1 2013 Fair Value Measurements Using
Level 2 Level 3 $43 10400 $0 37524179 0 32890844 0
7261129 0 1043161 4113450
$83029713 $4 113450
Fair Value $2447600 29245166 33303183
7062472 4105169
$76163590
Fair Value $4310400 3 7524179 32890844
7261129 515661 1
$87143163
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year-ended December 3 1 2014
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning balance January 1 2014 Total realized and unrealized gains(losses) Included in earnings Included in other comprehensive income
Purchases issuances sales and settlements Purchases Issuances Sales Settlements
Transfers into Level 3 Transfers out of Level 3 Ending balance December 3 1 2014
3 1
Availableshyfor-Sale
Securities $41 13450
(97777) 414197
0 0 0
(578599) 0 0
$3851271
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
Assets Recorded at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis are summarized in the following table
December 31 2014 Fair Value Measurements Using
Description Level 1 Level 2 Level 3
Loans held for sale $0 $0 $0 Other real estate owned 0 220000 0 Impaired loans 0 0 7090886 Total Assets $0 $220000 $7090886
December 3 1 2013 Fair Value Measurements Using
Description Level 1 Level 2 Level 3 Loans held for sale $0 $197292 $0 Other real estate owned 0 65000 0 Impaired loans 0 0 8293997 Total Assets $0 $262292 $8293997
The tables below summarize fair value of financial assets and liabilities at December 31 2014 and 2013 December 3 1 2014
Fair Value $0
220000 7090886
$73 10886
Fair Value $197292
65000 8293997
$8556239
Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $19810 $19810 $19810 $0 $0 Investment securities 76164 76164 0 723 13 3851 Loans net of allowance for loan losses 321963 3 15681 0 0 3 1 5681 Loans held for sale 0 0 0 0 0 Bank owned life insurance 7715 7715 0 7715 0 Other investments at cost 1609 1609 0 0 1609
TOTAL $427261 $420979 $19810 $80028 $321141 Financial Liabilities
Deposits $354625 $340943 $0 $0 $340943 Borrowings 19101 1 8986 0 0 1 8986
TOTAL $373726 $359929 $0 $0 $359929
December 3 1 2013 Carrying Fair Fair Value Hierarch) Level Amount Value Level 1 Level 2 Level 3
(In thousands) Financial Assets
Cash and federal funds sold $32241 $32241 $32241 $0 $0 Investment securities 87143 87143 0 83030 4113 Loans net of allowance for loan losses 309829 305249 0 0 305249 Loans held for sale 197 197 0 197 0 Bank owned life insurance 7454 7454 0 7454 0 Other investments at cost 1678 1678 0 0 1678
TOTAL $438542 $433962 $32241 $90681 $31 1040 Financial Liabilities
Deposits $352223 $349890 $0 $0 $349890 Borrowings 35737 36738 0 0 3 6738
TOTAL $387960 $386628 $0 $0 $386628
32
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
NOTE 17- REGULATORY li1IATTERS
DBI and DSB are subject to various regulatory capital requirements administered by the federal and state banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that if undertaken could have a direct material effect on DBIs financial statements Under capital adequacy guidelines and regulatory framework for prompt corrective action DBI must meet specific capital guidelines that involve quantitative measures ofDBIs assets liabilities and certain off-balance sheet items as calculated under regulatory accounting practices DBIs capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require DBI and DSB to maintain minimum amounts and ratios (set forth in the table below) of Total Capital and Tier 1 Capital (as defined in the regulations) to riskshyweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 that DBI and DSB meet all capital adequacy requirements to which they are subject
As of December 31 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized DSB as well-capitalized under the regulatory framework for prompt corrective action To be categorized well-capitalized DSB must maintain minimum total risk-based tier 1 risk-based and tier 1 leverage ratios as set forth in the table below
To Be Well Capitalized Under Prompt
For Capital Corrective Amount Ade9uacy P uEEoses Action Provision
Amount Ratio Amount Ratio Amount As of December 31 2014 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $63674198 194 $26235975 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $59554725 182 $131 17987 40 NIA Tier 1 Capital (to Average Assets) $59 554725 13 5 $17629262 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48690670 164 $23700747 80 $29625933 Tier 1 Capital (to Risk-Weighted Assets) $44969263 15 2 $11850373 40 $17775560 Tier 1 Capital (to Average Assets) $44969263 1 10 $16305236 40 $203 8 1545
As ofDecember 31 2013 Denmark Bancshares Inc
Total Capital (to Risk-Weighted Assets) $64500428 199 $25987049 80 NIA Tier 1 Capital (to Risk-Weighted Assets) $60414489 1 86 $12993525 40 NIA Tier 1 Capital (to Average Assets) $60414489 138 $17517803 40 NIA
Denmark State Bank Total Capital (to Risk-Weighted Assets) $48018362 166 $23217853 80 $290223 16 Tier 1 Capital (to Risk-Weighted Assets) $44548349 153 $11 608926 40 $17413391 Tier 1 Capital (to Average Assets) $44548349 1 1 0 $16110034 40 $20137542
Average assets are based on the most recent quarters adjusted average total assets
Wisconsin law provides that state chartered banks may declare and pay dividends out of undivided profits but only after provision has been made for all expenses losses required reserves taxes and interest accrued or due from the bank Payment of dividends in some circumstances may require the written consent of the Visconsin Department of Financial Institutions -Division ofBanking (WDFI)
Effective January 1 2015 DBI and DSB will be subject to a new capital adequacy framework called Basel IlI Basel III includes several changes to the capital adequacy guidelines including a new Common Equity Tier 1 capital requirement increases in the minimum required Tier 1 risked-based ratios and other changes to the calculation of regulatory capital and
33
Ratio
NIA NIA NIA
100 60 50
NIA NIA NIA
100 60 50
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Denmark Bancshares Inc and Subsidiaries Notes to the Consolidated Financial Statements
risk-weighted assets Management has evaluated the projected Basel III capital ratios and does not believe DBIs or DSBs capital category will change under the new capital adequacy framework
NOTE 18 - MORTGAGE SERVICDG RIGHTS NET
MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage Joan is sold An estimate of DBI s MSRs is determined using assumptions that market participants would use in estimating future net servicing income including estimates of prepayment speeds discount rate default rates cost to service escrow account earnings contractual servicing fee income ancillary income and late fees Subsequent to the date of transfer DBI has elected to measure its MSRs under the amortization method Under this method MSRs are amortized in proportion to and over the period of estimated net servicing income
DBI has recorded MSRs related to loans sold without recourse to FNMA DBI sells conforming fixed-rate closed-end residential real estate mortgages to FNlvfA Prior to January 1 2011 the volume of loans sold th servicing retained was not significant therefore no servicing rights were capitalized The unpaid principal balances of residential mortgage loans serviced for FNMA were $433 million and $408 million at December 3 1 2014 and 2013 respectively The change in amortized MSRs and the related valuation allowance is presented below
Mortgage servicing rights beginning of period Additions from originated servicing Amortization expense Change in valuation allowance
Mortgage servicing rights end of period
December 3 1 2014 2013 $215447 $178677
39684 108677 (7 6207) (71907)
0 0 ------
$178924 $215447
DBI periodically evaluates mortgage servicing rights for impairment At December 3 1 2014 there was no valuation allowance for amortized MSRs Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics such as interest rate and loan type If by individual stratum the carrying amount of the MS Rs exceeds fair value a valuation reserve is established The valuation reserve is adjusted as the fair value changes
34
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Exhibit A
1 Denmark Bancshares Inc
Denmark WI
I Incorporated in Wisconsin I I
I
l I l
Dernnark Agricultural Dern11ltuk State Bank Credit Corporation Denn1ark WI
Denmark NI 100 Ownership 100 Ownership Incorporated in Wisconsin
Incorporated in Wisconsin
Denmark hwesh11ents Inc
Las Vegas NV 100 Ownership
Incorporated in Nevada
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Resutts A llst of branches for your depository institution DENMARK STATE BANK (lD_RSSD 222446) llllS depository Institution held by OfNMARK BANCSHARES INC (1209789) of OfNMARK WI The data are as of 12312014 Data reflects Information that was received and processed through 01072015
Reconciliation and Verifkation Steps L In the Data Action column of each branch row enter one or more of the actions specified below
2 Ir required enter the date In the Effective Date column
OK If the branch Information IS correct enter OK In the Datil Action column Change If the branch information Is Incorrect or Incomplete revise the data enter Change In the Dab Action column and the date when this Information first berame valid In the Effective Date column Close If a branch listed was smd or closed enter Close In the Data Action column and the sale or dosure date In the Effective Date column Delete If a branch listed was never owned by this depository Institution enter Delete In the Data Action column Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Data Action column and the opening or acqulStlOn date In the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel Try using landscape orientation page scalfng andor legal sized paper
Submissjon Procedure When you are finished send a saved copy to your FRB contact see the detailed Instructions on this site for more information If you are e-mailing this to your FRB contact put your institution name city and state In the subject line of the e-maU
Note To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Dab Action of Change Ckgtse Delete or Add The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - httpsylOonlinefederalreservegov
FDIC UNINUM Office Number and ID_RSSD columns are ror reference only VerificatiOn of these values IS not required
lgtOlbl - Elrectlve Date Branch Service Type Branch Popular Name Street Address City State ZiD OK Full Service (Head Office) DENMARK STATE BANK 103 AST MAIN STREET DENMARK WI S4208 OK Full Servlee 74 2646 NOEL DRIVE OFFICE 2646 NOEL DRIVE GREEN BAY WI 54311 OK Full 5erv1Ce 549741 MARIBEL BRANCH 14727 SOUTH MARIBEL ROAD MARIBEL WI 54227 OK Full 5erv1Ce 1007248 427 MANITOWOC STREET OFFICE 427 MANITOWOC STREET REEDSVILLE WI 54230 OK Full Service 2119728 202 NORTH HICKORY STREET OFFICE 202 NORTH HICKORY STREET WHITELAW WI S4247 OK Full Service 330092S 1050 BROMJWAY STREET OFFICE lOSO BROMJWAY STREET WRIGHTSTOWN WI 54180
Countv Countrv BROWN UNITED STATES BROWN UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES MANITOWOC UNITED STATES BROWN UNITED STATES
FDIC Olfice Hud Office Hud Olfice Comment 837S 0 DENMARK STATE BANK 222446
229370 1 DENMARK STATE BANK 222446 9S21 2 DENMARK STATE BANK 222446 7848 4 DENMARK STATE BANK 222446
233303 3 DENMARK STATE BANK 222446 432020 6 DENMARK STATE BANK 222446
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)
Report Item 4 Insiders Exhibit c (4)(c) list of names of other companies includes partnerships) if 25 or
(3)(c) (4)(b) more of voling securities (2) (3)(b) Title amp Position with (4)(bull) Percentage of Voting are held Us names of (1) Principal Occupation if (3)(bull) Title amp Position with other Businesses (include Percenage of Voting Shares in subsidiaries companies and Name amp Address other than with Bank TiUe amp Position with Subsidiaries (Include names of other Shares in Bank include names of percentage ofvoling Ciiy Stale Counlrv) Holding Company QQcnp names of subsidiaries) businesses) Holding Company subsidiaries) securities heldl
John P Olsen Banker Director Director and Treasurer None 1 None None Denmark Wl USA (Denmark Agricultural
Credit Corp) Executive Vice President (Denmark Slate Bank)
Scot G Thompson Banker CEOfPresident and CEOPresident and Director None 1 None None Green Bay WI USA Director (Denmark Slate Bank)
Michael L Heim OWner of Trucking Company Director Director (Denmark State President of Heim Trucking 1 None Helm Trucking Company Denmark WI USA Bank) Company 51
Thomas N Hartman OWner of Greenhouse Director Director (Denmark State President of Hartmans Towne amp 1 None Hartmans Towne amp Manitowoc WI USA Bank) Country Greenhouse Inc Country Greenhouse Inc
50 Lonnie A Loritz Banker None Vice President and Secretary None 1 None None Green Bay WI USA Denmark State Bank
Kenneth A Larsen CPNCFO Director Director (Denmark State Sole Proprietor of KA 1 None None Green Bay WJ USA Bank) Larsen Consulting LLC
Carl T Laveck Banker None Executive Vice President None 1 None None Manitowoc WI USA (Denmark Slate Bank)
Diane Roundy Marketing Professional Director Director (Denmark Slate Director of Business Develop- 1 None None Greenleaf WI USA Bank) men - Schenck Business
Solutions
Kimberly J Andre Banker None Assistant Vice President None 0 None None Sturgeon Bay WJ USA (Denmark Stale Bank)
Janel L Bonkowski Public Relations Director Direclor (Denmark Slate Pubc Relations Manager- 1 None None Green Bay Wl USA MarkeUng Professional Bank) Schneider National Inc
William F Noel Operations Manager Director Director (Denmark Stale Operations Manager- 3 None None Green Bay Wl USA Bank) SI Bernard amp St Philip the
Apostle Parishes
David L Kappeman Banker None President and Director None 1 None None Francis Creek WI USA (Denmark Agricultural Credit
Corp) Vice President (Denmark State Bank)
Jeffery G Vandenplas Banker None Vice President and Director None 1 None None Green Bay WI USA (Denmark Agriculiural Credit
Corp) Vice President (Denmark Stale Bank)
Jacqui A Engebos Banker Vice President and Senior Vice President amp None 0 None None OePere WI USA Treasurer CFO (Denmark Stale Bank)
Stephen M Arps Banker None Senior Vice President None 0 None None Appleton WI USA (Denmark State Bank)
Hotly J Totzke Banker None Vice President None 0 None None Green Bay WI USA (Denmark State Bank)