11-K 1 psb11k.htm PSB FORM 11-K Form 11-K  (00142127.DOC;1)

FORM 11-K


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



(Mark One)


T

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2006


OR


£

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________ to __________


Commission file number:  0-26480




PEOPLES STATE BANK

PROFIT SHARING 401(k) PLAN

(Full title of the plan and the address of the plan, if different from the issuer named below)




PSB HOLDINGS, INC.

1905 West Stewart Avenue

Wausau, WI 54401

(Name of issuer of the securities held pursuant to the plan

and the address of its principal executive office)









Peoples State Bank Profit Sharing 401(k) Plan


Financial Statements and Supplemental Schedule

Year Ended December 31, 2006


Table of Contents


Report of Independent Registered Public Accounting Firm

1


Financial Statements

Statements of Net Assets Available for Benefits

2

Statement of Changes in Net Assets Available for Benefits

3

Notes to Financial Statements

4


Supplemental Schedule

Schedule H – Item 4i – Schedule of Assets (Held at End of Year)

11




i





[f00142127002.gif]




Report of Independent Registered Public Accounting Firm



Board of Trustees

Peoples State Bank

Wausau, Wisconsin



We have audited the accompanying statements of net assets available for benefits of Peoples State Bank Profit Sharing 401(k) Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in its net assets available for benefits for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States.


Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


[f00142127003.jpg]



Wipfli LLP



June 27, 2007

Wausau, Wisconsin



1





Peoples State Bank Profit Sharing 401(k) Plan


Statements of Net Assets Available for Benefits

December 31, 2006 and 2005


 

 

   2006

   2005

    

Assets

   
    

Receivables – Employer contributions

 

$     185,239

$     211,424

Investments

 

4,556,818

4,420,135

    

Net assets available for benefits

 

$  4,742,057

$  4,631,559



See accompanying notes to financial statements.


2





Peoples State Bank Profit Sharing 401(k) Plan


Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2006



Additions:

  

Employer contributions

 

$     305,288

Participant deferral contributions

 

401,006

Participant rollover contributions

 

92,682

Interest income:

  

Participant loans

 

1,736

Investment contracts

 

11,481

Net appreciation in fair value of investments

 

513,715

   

Total additions

 

1,325,908

   

Deductions:

  

Participant benefits and withdrawals

 

1,182,057

Administrative and maintenance fees

 

33,353

   

Total deductions

 

1,215,410

   

Net additions

 

110,498

Net assets available for benefits at beginning

 

4,631,559

   

Net assets available for benefits at end

 

$  4,742,057



See accompanying notes to financial statements.



3





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Note 1

Description of Plan and Funding Policies


The following description of Peoples State Bank Profit Sharing 401(k) Plan (the “Plan”) provides only general information.  Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.


General


The Plan was established on October 1, 1989.  It is a defined contribution plan covering all employees of Peoples State Bank (the “Bank”).  Employees become eligible to participate in the Plan on the first entry date (the first day of the quarter) following the completion of 1,000 hours of service or one year of service, provided they have reached the age of 21.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).


Contributions


Participants are allowed to contribute up to the maximum amount of pretax annual compensation determined by the federal government each year.  The Plan allows participants to roll over distributions from other retirement plans.  The Bank currently matches 50% of the first 6% of compensation a participant contributes to the Plan.  Additionally, the Bank may make a discretionary profit sharing contribution as determined by its Board of Directors.  Contributions are subject to certain limitations.


All investments in the participants’ accounts are participant directed.  The Plan currently offers six mutual funds, PSB Holdings, Inc. common stock, one stable value fund, and six asset allocation models as investment options for participants.  


Participant Accounts


Each participant’s account is credited with the participant’s contribution, the Bank’s matching contribution, and allocations of (a) the Bank’s discretionary profit sharing contribution and (b) plan earnings/losses.  Discretionary profit sharing allocations are based upon each participant’s eligible pay in proportion to the pay of all eligible participants.  Allocations of plan earnings are based on investment options and account balances.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.


Vesting


Participants are always 100% vested in their salary deferral and rollover contributions.  Vesting in the employer match and profit sharing contributions is determined under a vesting schedule based on vesting years of service.  To earn a year of service, participants must be credited with at least 1,000 hours of service.  Participants are fully vested after being credited with six years of service.



4





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Participant Loans


Participants may borrow from their fund accounts up to a maximum of one-half the participant’s total vested balance, not to exceed $50,000.  Loan transactions are treated as transfers between the participant’s investment fund and the Participant Loan Fund.  Loan terms range from one to five years.  The loans are secured by the balance in the participant’s account.  Loans bear interest at a rate commensurate with the local prevailing rates as determined by the Plan trustee.  Interest rates on existing loans range from 6.00% to 9.25%.  Principal and interest are paid ratably through biweekly payroll deductions.


Payment of Benefits


On termination of service due to death, disability, retirement, or termination of employment, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account or annual installments over a period of time if the vested account balance exceeds $1,000.  If the participant’s vested account balance does not exceed $1,000, the Plan will distribute that portion, in lump-sum, on the first distribution date after the participant terminates employment with the Bank, or as soon as administratively practical following that date.  


Forfeitures


Plan forfeitures arise as a result of participants who terminate service with the Bank before becoming 100% vested in the Bank’s matching and discretionary profit sharing contributions.


Forfeitures of Bank matching contributions during 2006 of $11,892 were used to reduce Bank contributions.  Prior to 2006, forfeitures of Bank matching contributions were reallocated as if they were additional discretionary profit sharing contributions.  Forfeited Bank matching contributions during 2005 totaled $19,528.


Forfeitures of Bank discretionary profit sharing contributions are reallocated as if they were an additional discretionary profit sharing contribution.  Forfeited discretionary profit sharing contributions were $19,285 and $29,190 for the years ended December 31, 2006 and 2005, respectively.


Expenses of the Plan


Administrative expenses charged by the third-party administrator as well as investment advisory and management fees are allocated proportionately to plan participants based on their respective account balances.  Loan fees are charged directly to the participant’s account against the investment option for which the loan was originally charged.  Plan audit fees are absorbed by the Bank.



5





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Plan Termination


The Bank intends to continue the Plan indefinitely, but reserves the right to terminate the Plan at any time.  In the event of termination, the account of each participant will be 100% vested and nonforfeitable.  The account will be held under the Plan and continue to accrue investment earnings until it is used to provide benefits according to the terms of the Plan.


Note 2

Summary of Significant Accounting Policies


Basis of Accounting


The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.


Use of Estimates in Preparation of Financial Statements


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.


Investment Valuation


The Plan’s various mutual fund and company stock investments are carried at fair value which represents the quoted market values of the underlying investments on the last business day of the plan year including current income and investment expenses.  Investments in common/collective trusts are valued at fair value based on the market value of the underlying investments.  As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because the contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.  As required by the FSP, the statements of net assets available for benefits presents the fair value of the MetLife Stable Value Fund and Delaware Stable Value Fund investment contracts which approximates the contract value.  


Loans are valued at cost, which approximates fair value, and are deemed collectible.  Securities transactions are accounted for on the trade-date basis (the date the order to buy or sell is executed).



6





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Gains or losses on security transactions are recorded as the difference between proceeds received and the carrying value of the investments.  Interest income is recognized on the accrual method, and dividend income is recorded on the ex-dividend date.


Payment of Benefits


Benefit payments to participants are recorded upon distribution.


Risk and Uncertainties


The Plan invests in various mutual funds as well as PSB Holdings, Inc. common stock.  Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility.  Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of certain investments will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.




7





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Note 3

Investments


The following represents a summary of the market value of investments at December 31, 2006 and 2005.  Investments that individually represent 5% or more of the Plan’s net assets available for benefits are separately identified.


  

Asset Market Value

 

 

  2006

  2005

Investments at Fair Value as

   

Determined by Quoted Market Price

   
    

Common stock – PSB Holdings, Inc.

 

$     110,564

$       93,111

    

Registered investment companies:

   

American Funds Europacific Growth Fund

 

567,911

364,837

American Funds The Growth Fund of America, Inc.

 

584,370

544,444

Oppenheimer Small & Mid Cap Value Fund

 

553,526

831,937

Pimco Total Return Institutional Fund

 

842,501

721,450

Vanguard 500 Index Fund

 

787,609

783,477

Vanguard Windsor II Admiral Shares Fund

 

675,408

565,624

Other

 

19,373

1,254

    

Investments at Estimated Fair Value

   
    

Participant loans

 

65,019

11,974

    

Investments at Fair Value

   
    

Common collective trust with Delaware Management

   

Trust Company – Stable Value Trust A

 

223,029

369,658

    

Common collective trust with MetLife – Stable Value

   

Fund AST Version

 

127,508

132,369

    

Total investments

 

$  4,556,818

$  4,420,135




8





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



During 2006, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:


  

Net

  

Change

Investments at Fair Value as

 

in Fair

Determined by Quoted Market Price

 

Value

   

Common stock – PSB Holdings, Inc.

 

$        (382)

Registered investment companies

 

514,097 

   

Net appreciation in fair value

 

$  513,715 


Note 4

Guaranteed Investment Contract


In 2006 and 2005, the Plan maintained fully benefit-responsive investment contracts with Delaware Trust and MetLife.  Contributions are maintained in common/collective trust accounts.  The accounts are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses charged by Delaware Trust and MetLife.  


As described in Note 2, because the investment contracts are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the investment contract.  Contract value, as reported by Delaware Trust and MetLife, approximates fair market value and represents contributions made under the contract plus earnings, less participant withdrawals and administrative expenses.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value; however, the investment contract is subject to certain restrictions which may impact the Plan’s ability to fully realize the investment contract’s value under certain conditions.  


There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The crediting interest rate is based on a formula agreed upon with the issuer.  Such interest rates are reviewed for resetting on a daily basis under the Delaware Trust contract and quarterly under the MetLife contract.


The average yield and crediting interest rates on the Delaware Trust contract were 2.15% and 2.18%, respectively, for the year ended December 31, 2006.  The average yield and crediting interest rates on the MetLife contract were 5.27% and 4.64%, respectively, for the year ended December 31, 2006.  The average yield and crediting interest rates as of December 31, 2005 were not available for either contract.




9





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Note 5

Transactions with Parties-in-Interest


PSB Holdings, Inc. is the parent company of Peoples State Bank, which serves as the sponsor of the Plan.  The Plan had the following transactions with PSB Holdings, Inc.


 

 

  2006

  2005

    

Purchases of stock:

   

Number of shares

 

1,506

293

Value of shares on transaction dates

 

$     47,135

$       8,990

Average share price purchased

 

$       31.29

$       30.68

    

Sales of stock:

   

Number of shares

 

857

289

Value of shares on transaction dates

 

$     27,300

$       8,807

Average share price sold

 

$       31.84

$       30.47


At December 31, 2006 and 2005, the Plan held 3,655 and 3,006 shares of PSB Holdings, Inc. common stock, respectively.


Note 6

Tax-Exempt Status of the Plan


The Bank adopted a Prototype Nonstandard 401(k) Profit Sharing Plan with CODA (cash or deferred arrangement) and utilizes the services of its third-party administrator, Interactive Retirement Systems Ltd.  Interactive Retirement Systems Ltd. has received an IRS notification letter dated August 26, 2002, which indicates that an employer who adopts this plan may rely on the notification letter with respect to the qualification of its plan under the appropriate sections of the Internal Revenue Code.  Companies that adopt a prototype plan approved by the IRS are no longer required to obtain a determination letter.




10





Peoples State Bank Profit Sharing 401(k) Plan

Plan’s EIN #39-1305529 Plan #002


Schedule H – Item 4i – Schedule of Assets (Held at End of Year)

December 31, 2006



(a)

(b)

(c)

(d)

(e)

 

Identity of Issue, Borrower,

Description of Investment Including

Cost

Current

 

Lessor, or Similar Party

Maturity Date, Rate of Interest,

 

Value

 

 

Collateral, Par, or Maturity Value

  
     
 

Fiserv Trust

Fiserv Trust Money Market Account

**

$   19,373

 

American Funds

American Funds Europacific Growth Fund

**

567,911

 

American Funds

American Funds The Growth Fund of America, Inc.

**

584,370

 

Oppenheimer

Oppenheimer Small & Mid Cap Value Fund

**

553,526

 

Pimco

Pimco Total Return Institutional Fund

**

842,501

 

Vanguard

Vanguard 500 Index Fund

**

787,609

 

Vanguard

Vanguard Windsor II Admiral Shares Fund

**

675,408

*

PSB Holdings, Inc.

PSB Holdings, Inc. common stock

**

110,564

 

Delaware Management Trust Company

Delaware Stable Value Trust A

**

223,029

 

MetLife

MetLife Stable Value Fund AST Version

**

127,508

 

Participant Loans

Loans receivable - 6.00% to 9.25%

0

65,019


*

Party-in-interest to the Plan

** All investments are participant-directed; therefore, cost information may be omitted.



See Report of Independent Registered Public Accounting Firm.




11





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator of the Peoples State Bank Profit Sharing 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.



PEOPLES STATE BANK




DATE:  June 28, 2007

By:  SCOTT M. CATTANACH

Scott M. Cattanach

Senior Vice President and

Chief Financial Officer



12






EXHIBIT INDEX

to

FORM 11-K

of

PEOPLES STATE BANK

PROFIT SHARING 401(k) PLAN

for the year ended December 31, 2006

Pursuant to Section 102(d) of Regulation S-T

(17 C.F.R. §232.102(d))




Exhibit 23.1

Consent of Wipfli LLP






13