annual repot of holding companies-fr y-6/media/others/banking/financial... · banking experience,...
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FRY-G OMB Number 7100-0297 Approval expires December 31, 2015 Page 1 of2 COP't
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 U.S.C. § 1844 (c)(1)(A)); Section 8(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); Section 211.13(c) of Regulation K (12 C.F.R. § 211.13(c)); and Section 225.S(b) of Regulation Y (12 C.F.R. § 225.S(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.
This report form is to be filed by all top-tier bank holding companies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifying foreign banking organization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (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.
report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies
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 Board's "Rules Regarding Availability of Information,• 12 C.F.R. Part 261, that the Reporter .am;i individual consent to public release of all details in the report concerning that individual.
Date of Signature
For holding companies aol registered with the SEC-Indicate status of Annual Report to Shareholders:
181 is included with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared
For Federal d RSSDID (p
C.I.
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 chairman of the board must sign the report.
1, Jane C. Showers Name of the Holding Company Direcior and OfflCial
Secretary I Treasurer Tille 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 prepared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.
Wit/J respect to information regarding individuals contained in this
that it has the authority, on behalf of each individual,
Date of Report (top-tier holding company's fiscal year-end):
012/31/2014 Month I Day I Year
n/a Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporter's Name, Street, and Mailing Address
DMB Corporation, Inc. Legal Title of Holding Company
321 N. Main St reet, P.O. Box 419 (Mailing Address of the Holding Company) Street I P.O_ Box
DeForest WI 53532 City State Zip Code
Physical Location (if dif!erent from mailing address)
Person to whom questions about this report should be directed: Jane C. Showers I Treasurer Name
608-846-3711 Area Code I Phone Number I Extension
608-846-9677 Area Code I FAX Number
E-mail Address
www.deforestbank.com Address (URL) for the Holding Company's 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:
O In accordance with the insln.Jctions on pages GEN-2 and 3. a letter justifying the request is being provided.
D The information for which confidential treatment is sought is being submitted separately labeled "Confidential_"
(;gl No
Publie reporting burden for this lnronnation collcctlon ls estimated to vary from 1.3 to 101 hours per response, with an average of 5.25 hours per re onsc. inelUding time to gather and intain data in d1e required form and 10 review instructions and complete the infonnatjon collection. Send commnnls regarding thls bunion osUmate or any other aspect of this collection of
lnfunnation, inciuding suggestions for reducing !his burden to: Scerota
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2014 ANNUAL REPORT
DMB CORPORAT I ON, INC., AND SUBSllD IARY
DMBCommunity Bank Near to you. Far from ordinary.
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Dear Shareholder.
Our management team, directors, and staff are convinced that hard work and a well-executed detailed strategy produce positive sustainable results. We are pleased to report that 2014 was the year that DMB Corporation, Inc., was richly rewarded for our well-executed plan. The reward was record earnings and dividends!
On April 30, 2014, Marvin Swedal retired after 22 years of serving as a valuable member of our board of directors. Thank you, Mr. Swedal. for your dedication and commitment to our organization!
On May 1, 2014, Ronald Buzzell was appointed to the Board of Directors to fill the vacancy left after the retirement of Mr. Swedal. He brings to this position over 40 years of progressive banking experience, including positions of: Director of Bank Regulation for the Wisconsin Department of Financial Institutions, Vice President of Loan Review for M&I Corporation, and most recently as an External Loan Review Consultant for community banks.
As you can see by the graphs provided, DMB Community Bank's assets, loans, and earnings continue to grow. DMB Corporation, Inc., posted a 43.6% increase in net income over our previous record year of 2012, and a 50% increase in net income over last year.
The success of 2014 was directly correlated to growth in our net interest income, lower loan loss reserve provisioning, thrifty management of operating expenses, and a substantial rebound of our local economy.
On behalf of your Board of Directors, Officers, and staff, I am pleased to present the 2014 Annual Report of DMB Corporation, Inc., and I encourage all of you to attend this year's annual meeting.
Thank you for your loyal support!
Sincerely, DMB Corporation. Inc.
Bradley J. Schroeder President & CEO
2014 ANNUAL REPORT
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COMPARATIVE CONSOLIDATION STATEMENT OF CONDITION
ASSETS (in thousands) Cash and Due from Approved Banks
Securities
Investment in Trust
Federal Funds Sold
Gross Loans
Reserve for Loan Losses
Net Loans
Banking House & Fixtures
Other Assets
TOTAL ASSETS
LIABILITIES & EQUITY
Demand Deposits
Time Deposits
Total Deposits
FHLB and Other Borrowings
Other Liabilities
Trust Debentures
Shareholders' Equity
TOTAL LIABILITIES & EQUITY
2014 A NNUAL REPORT
12/31/2014 4,464
37,535
410
2,137
283,560
(3 995)
279,565
3,693
8 475
336 279
32,335
261 419
293,754
2,274
13,410
26 841
336 279
12L31 L2013
12,379
24,178
410
271,470
(4 547)
266,923
3,872
8 677
316 439
32,596
235 940
268,536
9,008
1,924
13,410
23 561
316 439
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COMPARATIVE CONSOLIDATION REPORT OF INCOME
OPERATING INCOME (in thousands] 12L31L2014 12L31l2013 Interest and Fees on Loans 13,797 14,181
Interest on Fed Funds Sold 12 17
Interest on Securities 535 905
Service Charges Deposit Accounts 596 608
Other Operating Income 371 55
Total Operating Income 15,311 15,766
OPERATING EXPENSES
Salaries and Employee Benefits 4,269 3,934
Interest Expense 2,439 4,161
Occupancy Expenses 665 734
Provision for Loan Losses 100 560
Other Operating Expenses 2 166 2 544
Total Operating Expenses 9,639 11,933
Income Before Taxes 5,672 3,833
Applicable Income Tax 2 044 1 417
Net Income 3 628 2 416
Earnings Per Outstanding Common Shares
At Year-End 6.42 4.32
2014 ANNUAL REPORT
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TOTAL ASSETS AND DEPOSITS NET INCOME
•Total Deposits
350 D Total Assets
- 3.0 f-------------- -- -
I - � -
- --
-
300
250 " � 200 I
2• f--------------..r==-lm--
I 2.0
I f----1m-im-1���-111'lll'lllf--_.1-11._.• 150 - � -
� 10 � -
� � -- --100
50 o.s i-mHm-lm-lm-lm1•••••1-mH1HH•
0.0 ._..._..._..._..._. _________ .__._.._.._. __ _ 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2002 2004 2006 2008 2010 2012 2014
LOAN GROWTH
300 !�------------------------------------------------------• Mortgage Loans D Consumer Loans
0 Commercial Loans • Sold Loans
250 !�-------------------------------�
200
w .2
g 150
100
50
2001 2002 2003 2004 2005 2006 2007 2008
2014 A NNUAL REPORT
2009 2010 2011 2012 2013 2014
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BOARD OF DIRECTORS: (lEFT TO RIGHT) David A. Caldwell William M. Paulson, Chairman Ronald L. Buzzell Jane C. Showers, Secretary/Treasurer Bradley J. Schroeder, President & CEO William H. Stewart Robin K. Roberts, Vice Chairman
OFFICERS: Andrea A. Becker, Vice President Lynn A. Duesing, Vice President Colleen M. Felicijan, Financial
Services Officer Rhonda F. Gilbertson,
Senior Vice President David J. Grove, Senior Vice President &
General Counsel Michael L. Hamilton, Vice President Brett J. Huntley, Vice President
Thomas R. Jenks, Vice President Keith J. Kilen, Loan Operations Officer Anthony L. Larson, Senior Vice President Rachel M. Larson, Senior Vice President Mark R. Lindgren, Executive Vice President Bobbi J. Lochner, AVP Mortgage/
Consumer Lending Marney R. Moore, AVP of Credit Analysis Dennis A. Rhodes, Vice President Bradley J. Schroeder, President & CEO Jane C. Showers, Executive
Vice President & CFO Matthew S. Towns. Vice President Jean L. Turk, Vice President
FULL-TIME STAFF: Kyle J. Bernander, Credit Analyst Erica L. Brilowski, Lending Assistant Samantha J. Doherty, Credit Analyst Abigail R. Elsing, Branch Teller
Caitlin M. Frye, Credit Analyst Lori L. Hewitt, Lending Assistant Vicki L. Hornbeck, Lending Assistant Ingrid K. Jacobs, Teller Sharon L. Kalscheuer, Assistant
Branch Manager Amy C. Kaufman,
Bookkeeping Supervisor Derek W. Lalley, Senior Credit Analyst Autumn M. Lustgraaf, Teller Holly L. Mallet, Director of Loan Review John R. McElrath, Director of Maintenance Amanda N. Mroczkowski, Lending Assistant Michelle M. Price, Branch Manager Diann M. Reilly, Teller Kathleen M. Ripp, Bookkeeper Linda D. Schultz, Branch Teller Deanne M. Skora, Financial
Services Representative Mai X. Vang, Financial
Services Representative Jill A. Vanover, Bookkeeper Melissa A. Williams, Bookkeeper Padao Yang, Teller
PART-TIME STAFF: Martha L. Alff, Teller Cindy J. Austin, Lending Assistant Taylor C. Benson, Teller Lisa A. Goldsmith, Branch Teller Larry A. Grinde, IT Specialist Susan A. Janovitz, Teller Mary A. Kraemer, Assistant Branch Manager Diane M. Ripp, Financial
Services Representative Christine M. Schwoerer,
Financial Services Representative
....................................... . . ............... . . . . . . . . . . . . . . .. . . . . . . . . . . . ................ . . .. . . . . . .. . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . 2a14A.NNuA.'L·R·E;;o.Rr·
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321 N. Main Street I 815 S. Main Street I PO Box 419 I DeForest, WI 53532
WWW.DEFORESTBANK.COM
• � o • • • • • • M ii • • • o • • o o I o • • • . i o om • o r • p • � � t • • • o • o o o O • o o o • • • • o �- + • • • • • • o o o o o o o o • I o • o • • • • • • • � • • • • • • • • • • • I o ' • • ' • ' ' • • • • 1' P • • • + • • • • � fo' 'I' I • • o a."• � • " •>I I I ' • ' ' ' ' ' o • • • • " I " • • ' ' ' ' ' • " ii ".f ' ' �
DMB Community Bank Near to you. Far from ordinary.
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Form FR Y-6
DMB Corporation, Inc.
DeForest, WI
Fiscal Year Ending December 31, 2014
ITEMl: DMB Corporation, Inc. is not registered and does not file Form 10-K with the Securities and exchange Commission, therefore, no 10-K is submitted as a part of this report.
DMB Corporation, Inc. did prepare for its shareholders an annual report for 2014, a copy of which is attached.
ITEM 2(a): ORGANIZATION CHART DMB Corporation , Inc.
DMB Community Bank DeForest, WI
Incorporated: Wisconsin
100% Ownership
DMB Investment Corp. Las Vegas, NV
Incorporated: Nevada
DeForest, WI Incorporated: Wisconsin
Wilmington,Delaware Incorp: Delaware
Wilmington,Delaware Incorp.: Delaware
DMB Corporation Trust IIIWilmington,Delaware Incorp: Delaware
DMB Corporation, Inc. does not directly hold more than 5 percent of the shares of any class of voting securities of another company.
DMB Corporation, Inc. does not indirectly hold through a subsidiary more than 5 percent of the shares of any class of voting securities of another company other than described in (1) above.
DMB Corporation, Inc. does not hold any shares of any class of voting securities of a foreign company.
ITEM 2(b ): BRANCH VERIFICATION Submitted early via email on 01-20-15.
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Reconciliation Steps
T Office Number• Head Office 0 DMB COMMUNITY BANK 2 DMB COMMUNITY BANK
Head Office ID RSSD• Comments
56548
56548
Results: A list of branches for your depository institution: DMB COMMUNITY BANK (IO_RSSD: 56548). This depository Institution is held by DMD CORPORATION, INC. (1135628) of DE FOREST, WI. The data are as of 12/31/2014. Data reflects information that was received and processed through 01/07/2015.
and verification
1. In the Data Action column of each branch row, enter one or more of the actions specified below. 2. If required, enter the date in the Effective Date column.
Ok: If the branch information is correct, enter 'O K' In the Data Act ton column.
Change: If the branch Information is incorrect or incomplete, revise the data, enter 'Change' In the Data Action column and the date when this information first became valJd in the Effective Date column.
dose: 1f a branch lrsted was sold or dosed, enter 'Close' In the Data Action column and the sale or closure 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 acquisition date In the Effective Date column.
If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation1 page scaling, and/or legal :!iiizcd paper.
Submission 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-mail.
Note:
To satisfy the FR Y·lO reportingl'equirements, you must also submit FR Y·lO Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add. The FR Y·lO report may be submitted in a hardcopyformat or via the FR Y·lO Online application· https://ylOonline.federalreserve.gov.
• FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.
Dita Action Effecttve Date Branch Service e FDIC UNINUM• OK Full Service (Head Office
OK Full Service 815 SOUTH MAIN STREE"T 9237
364088
http:https://ylOonline.federalreserve.gov
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during
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FR Y-6
Holding Company Name
City, State
Fiscal Year Ending December 31, 2014
Report Item 3: Securities Holders
Securities Holders not listed in 3(1 }(a) through (3)(1 )(c) that had Current Securities Holders with ownership, control or holdings of 5% ownership, control or holdings of 5% or more with power to vote
or more with power to vote as of fiscal year ending 12-31-2014 the fiscal year ending 12-31-2014
(1 }(a) (1}(b) (1}(c) (2}(a) (2}(b) (2}(c) Number and Number and
Country of Percentage of Each Country of Percentage of Each Name & Address (City, Citizenship or Class of Voting Name & Address Citizenship or Class of Voting State, Gou ntry) Incorporation Securities (City, State, Country) Incorporation Securities
DMB Community Bank USA 49,456 8.087% Employee Stock
Ownership Ian
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(\)
(2)
(5)
.,
FR Y-6
Holding Company Name City, State
Fiscal Year Ending December 31, 2014 Report Item 4: Insiders (1)(a b) c) and (2)(a (b)(c)
(1) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (includes partnerships) if 25% or more of voting securities are held
Title & Position Percentage of (List names of Principal Title & Position with Other Percentage of Voting Securities companies and
Names & Address Occupation if other Title & Position with Subsidiaries Businesses Voting Securities in Subsidiaries percentage of (City, State, than with Holding with Holding (include names of (include names of in Holding (include names voting securities Country) Company Company subsidiaries) other businesses) Company of subsidiaries) held)
William M .. Paulson Construclion DMB Corp. Board DMB Community Bank 4.59% None DeForest, WI 53532 Chairman & Directot Board Chairman & Director
( l)Managing Member Paulson Investments, LLC
(2) Trustee and Benc[iciary (2) 99% Paulson Development LLC (3) Managing Member (3) Windsor-Bristol, LLC (4) Trustee and Beneficiary (4) 100% Susan Paulsom 2012 GST Trust (5) iYfanaging Member Windsor Quarry, LLC (7) Managing Member (7) Winfield Eslates Development, LLC
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(3)(c) (4)(c)
(4)
(5)
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FR Y-6
Holding Company Name City, State
Fiscal Year Ending December 31, 2014 Report Item 4: Insiders, continued
(1) (2) (3)(a) (3)(b) (4)(a) (4)(b) Robin Roberts Consruction Director Director (I) Partner 0.04% (1) 50% Lodi, WI 53555 & V. Chairman & V. Chairman Church Hill Condos, LLC
(2) Partner, Ridges (2) 25% Real Estate, LLC
(3) Member, RKR (3) 100% Land Holdings
(4) Non-Voting Paitner, 1% NCI-Roberts Construction, Inc
(5) Member, 100% R Squared Consulting, LLC
Ronald Buzzell
Cottage Grove, WI
53527
Retired Director Director None 0.18% None None
William H. Stewart
Poynette, WI 53955
Retired Director Director None 0.58% None None
David Caldwell
Poynette, WI 53955
Retired Director Director None 1.43% None None
Jane C. Showers
DeForest, WI 53532
Banking Sec./Treas.
Director & CFO
Sec.ffreas.
Director & CFO
None 0.25% None None
Bradley J. Schroeder
DeForest, WI 53532
Banking Pres. & CEO
Asst. Sec. & Dir.
Pres. & CEO
Asst. Sec. & Dir. None 0.05% None None
FR Y-6 Cover PageReport Item 1: Annual Report to ShareholdersReport Item 2a: Organization ChartReport Item 2b: Domestic Branch ListingReport Item 3: Securities HoldersReport Item 4: Insiders