o/media/others/banking/...email [email protected] david c. schmitz, c.p.a. bethany a. ketchum, c.p.a....

COPY Board of Governors of the Federal Reserve System

FRY-6 OMB Number 7100--0297 Approval expires December 31, 2015 Page 1 of2

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 S(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 225.5(b) of Regulation Y (12 C.F.R. § 225.5(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 chairman of the board must sign the report.

1, Glenn McMichael Name of the Holding Company Director and Official

President/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 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.

With respect to information regarding Individuals contained in this report, the Repor:ter 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 Board's "Rules Regarding Availability of Information, n 12 C.F.R. Part 261, that the Reporter am:/. individual consent to public release of all details in t report concerning that indi ·

r of Holding Company Director and

. 1//1/t� Date of Signature

For holding companies llQJ registered with the SEC-Indicate status of Annual Report to Shareholders:

181 is induded with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared

For Federal Reserve Bank Use O�

RSSDID 1 ��56ll . C.I.

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.

Date of Report (top-tier holding company's fiscal year-end):

December 31, 2014 Month I Oay I Year

None Reporter's Legal Entity ldenlifier(LEI) (20-Character LEI Code)

�eporter's Name, Street, and Mailing Address

FNSa Bancorporation, Corp Legal 11tle of Holding Company

PO Box434 (Mailing Address of the Holding Company) Street I P.O. Box

Nashua IA 50658 -------City State Zip Code

207 Dixie Drive, Nashua, IA 50658 Physical Location (if different from malling address)

Person to whom questions about this reoort should be directed: Glenn McMichael !?resident & Director Name

641-435-4943 Area Code I Phone Number I Extension

641-435-4959 Area Code I FAX Number

[email protected] E-mail Address

N/A

Title

Address (U�L) for the Holding Company's web page

Does the reporter request CQnfidenti

For Use By Tiered Holding Companies

FRY-6 Page 2 of2

Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies

below.

Nashua Bancshares, Inc. Legal Tille of Subsidiary Holding Company Legal Tille of Subsidiary Holding Company

Same as for Top Tier (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (If different from malling address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Malling Address of the Subsidiary Holding Company) Street I P.O. Box


Physical Location (if different from mailing address) Physical Location (If different from mailing address)

Legal Title of Subsidiary Holding Company Legal Tille of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box


Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Trtle of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box


Physical Location (if different from mailing address) Physical Location (if different from malling address)

12/2012

FNSB BANCORPORATION, CORP. (PARENT ONLY)

COMPILATION FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013


INDEX TO COMPILED FINANCIAL STATEMENTS

DESCRIPTION

Independent Accountants' Compilation Report

Balance Sheet

Statement of Income

Statement of Retained Earnings and Stockholders' Equity

Statement of Cash Flows

Notes to Compiled Financial Statements

PAGE

1

2

3

4

5

6-7

SCHMITZ &. KETCHUM, P.A. CERTIFIED PUBLIC ACCOUNTANTS

600 - 25th Avenue South, Suite 102 St. Cloud, Minnesota 56301 320-251-7444 fax 320-253-7173 email [email protected]

David C. Schmitz, C.P.A.

Bethany A. Ketchum, C.P.A.

INDEPENDENT ACCOUNTANTS' COMPILATION REPORT

To the Stockholders FNSB Bancorporation, Corp. 207 Dixie Drive Nashua, IA 50658

We have compiled the accompanying balance sheet of FNSB Bancorporation, Corp., (Parent only) as of December 31, 2014 and 2013, and the related statements of income, retained earnings and stockholders' equity, and cash flows for the years then ended. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States of America.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements.

February 11, 2015 St. Cloud, Minnesota

- 1 -

� f-�,P.A. Schmitz & Ketchum, P.A. Certified Public Accountants

mailto:[email protected]

FNSB BANCORPORATION, CORP.

(PARENT ONLY) BALANCE SHEET

AS OF DECEMBER 31, 2014 AND 2013

2014 2013 ASSETS

CURRENT ASSETS Cash $ 7 564 $ 111013

Total Current Assets $ 7 564 $ 11,013

OTHER ASSETS Investments in Common Stock of

Nashua Bancshares, Inc. (Note 2) $ 1,811,502 $ 1,731,507 Prepaid Income Tax 21138

Total Other Assets $ 1,8111502 $ 1,7331645

TOTAL ASSETS $ l,819.066 $ 1.744.658

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES Accrued Income Taxes $ 11338 $

Total Current Liabilities $ 1,338 $

LONG-TERM DEBT

Total Liabilities $ 1,338 $

STOCKHOLDERS' EQUITY Common Stock - $1,000 Par Value

1,070 Shares Outstanding $ 1,070,000 $ 1,070,000 Retained Earnings 7471728 6741658

Total Stockholders' Equity $ 1,8171728 $ 117441658

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 118121066 $ 117�1:41658

See Independent Accountants' Compilation Report and Notes to Financial Statements. - 2 -


(PARENT ONLY) STATEMENT OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

REVENUES Income from Nashua Bancshares, Inc.

Common Stock Dividends -Nashua Bancshares, Inc. $

Equity in Undistributed Earnings of Nashua Bancshares, Inc.

Interest Income

Total Income $

EXPENSES Professional Services Legal and Accounting Miscellaneous

$

2014

121,800

80,487

202,287

-2,317 3 772

Total Expenses $ --------'== 6,089 NET INCOME BEFORE TAX $ 196,198

Provision for Income Tax (Benefit) 4 936

NET INCOME $ 191.262

2013

$ 92,400

92,047

$ 184 447

$ 3,500 2,209

9

$ 5 718

$ 178,729

3,758

$ 174 971



STATEMENT OF RETAINED EARNINGS AND STOCKHOLDERS' EQUITY


Total Common Retained Stockholders'

Stock Earnings Equity

Balance December 31, 2012 $ 1,070,000 $ 572,195 "$ 1,642,195

Net Income for 2013 174,971 174,971

Less: Dividends Paid -72,760 -72,760

Add: Unrealized Holding Gain (Loss) on Available for Sale Securities 252 252

Balance December 31, 2013 $ 1,070,000 $ 674,658 $ 1,744,658

Net Income for 2014 191,262 191,262

Less: Dividends Paid -117,700 -117,700

Add: Unrealized Holding Gain (Loss) on Available for Sale Securities -492 -492

Balance December 31, 2014 $ 1.070.000 Si 747!728 Si 1!817!728



STATEMENT OF CASH FLOWS


2014

CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 191,262 $ Adjustments Needed to Reconcile to

Net Cash Flows Equity in Undistributed Earnings -80,487

(Increase) Decrease in Prepaid Income Tax 2,138 Increase (Decrease) in Accrued Income Tax 1,338

Total Cash Flows From Operating Activities $ 114,251 $

CASH FLOWS FROM FINANCING ACTIVITIES Dividends Paid on Stock $ -117,700 $

Total Cash Flows From Financial Activities $ -117,700 $

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds From Redemption of

Preferred Stock $ - $

Total Cash Flows From Investing Activities $ - $

Increase (Decrease) in Cash $ -3,449 $

CASH - Beginning 11,013

CASH - Ending $ 7 564 $

2013

174,971

-92,047 -2,138 -5 577

75,209

-72,760

-72,760

2,449

8,564

112013



NOTES TO COMPILED FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation

The accompanying financial statements are presented on the accrual basis of accounting.

FNSB Bancorporation, Corp. carries its investment in Nashua Bancshares, Inc. at its equity in the underlying net assets of the Company.

B. Income Taxes

FNSB Bancorporation, Corp. files separate Federal and State Corporate Income Tax Returns from Nashua Bancshares, Inc. The 2014 and 2013 tax returns report Taxable Income per the following:

Net Income Before Tax per Books $ Less: Equity in Undistributed Earnings of Nashua Bancshares, Inc Less: Dividend Exclusion Plus: Nondeductible Expense Taxable Income (Loss) $

Federal Taxes at Statutory Rate State Taxes, Net of Federal Benefit

C. Cash and Cash Equivalents

2014 196,198

-80,487 -94,447

3 742 25.006

3,542 1,394

2013 $ 178,729

-92,047 -68,536

$ 18.146

2,570 1,012

Cash and cash equivalents reported on the statement of cash flows include cash in bank checking, savings and money market accounts.

D. Estimates

The preparation of financial statements 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 the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

- 6 -


(PARENT ONLY) NOTES TO COMPILED FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 2 INVESTMENT IN NASHUA BANCSHARES, INC.

NOTE 3

The investment in Nashua Bancshares, Inc. is shown on the equity method of accounting for an investment in a subsidiary. The balance sheet of FNSB Bancorporation, Corp. reflects its proportionate share of ownership in the equity capital accounts of the Nashua Bancshares, Inc. from the time interest was acquired.

FNSB Bancorporation, Corp. 's proportionate share in the equity capital accounts of the Nashua Bancshares, Inc. was computed as follows:

2014 20 13 Capital Accounts of

Nashua Bancshares, Inc. Common Stock $ 24,000 $ 24,000 Capital Surplus 2,376,000 2,376,000 Retained Earnings 2,775,720 2,547,164

Total $ 5,175,720 $ 4,947,164

FNSB Bancorporation, Corp. 's Ownership Interest 35.00% 35.00%

Proportionate Share of Nashua Bancshares, Inc. Equity $ 1.811.502 $ 1.731.507

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 11, 2015, which is the date the financial statements were available to be issued.

- 7 -

Results: A list of branches for your depository institution: FIRST STATE BANK (ID_RSSD: 3285246).

This depository lnstil\Jtion is held by FNSB BANCORPORATION CORP. (3285219) of NASHUA, IA. The data are as of 12/31/2014. Data reflects information that was received and processed through Ol/07 /2015.

Reconclllatlon and Verification Steps

l. In the Data Action column of each branch row, enter one or more of the actions specified below. 2. If required, enter the datl!! In the Effective Date column.

OK: If the branch information Is correct, enter 'OK1 In the Data Action 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 valid in the Effective Date column.

Close: If a branch listed was sold or closed, enter 'dose' 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 reportab� branch Is missln1, 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.

tf printing this list, you may need to adjust your page setup In MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.

Submrsslon Procedute 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-malllng this to your FRB contact, put your Institution name, city and state in the subject line of the e-mail.

Note:

To satisfy the� V-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add. The FR Y-10 report may be submitted In a hardcopy format or via the FR Y-10 Online application - https://ytOonline.federalreserve.gov.

•FDIC UNINUM, Office Number, and ID_RSSD columns are for reference onty. Verification of these values is not required.

Data Action Effective Date Branch Service T e Branch ID RSSD' Po ular Name Street Address City State ZI Code Coun Coun OK Full Service (Head Office 3285246 FIRST STATE BANK 401 MAIN STREET NASHUA IA 50658 CHICKASAW UNITED STATES

FDICUNINUM' Office Number' Head Office

430301 0 FIRST STATE BANK

Head Office ID Rsso• Comments

3285246

http:erve.govhttps://yl

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

DOMESTIC BANK HOLDING COMPANY

ANNUAL REPORT FR Y-6


FOR FISCAL YEAR ENDING DECEMBER 31, 2014

INDEX TO REPORT ITEMS

Below is information for FNSB Bancorporation, Corp. as well as Nashua Bancshares, Inc. Per discussion with Federal Reserve, FNSB Bancorporation, Corp. is top tier and Nashua Bancshares, Inc. is to be reported on the same report.

Item 1: Items (a) and (b) - Form 10-K and Annual Report to shareholders (Not Applicable)

Item 2: Organization Chart

FNSB Bancorporation, Corp. Nashua, IA 35%

Incorporated in Iowa

Nashua Bancshares, Inc. St. Paul, MN


100%

First State Bank Nashua, IA


Item 3: Security Holders - FNSB Bancorporation, Corp.

Current securities holders with ownership, control or holdings of 5% or more with power to vote as of fiscal year ending 12-31-2014.

( l )(a)

Name City, State, Country

Glenn and Julie McMichael Nashua, IA, USA

First State Bank FBO Joyce McMichael IRA Nashua, IA, USA

Anita and Thomas Sullivan Nashua, IA, USA

DZM, LLC Nashua, IA, USA

Total

(l)(b)

Country of Citizenship or Incorporation

USA

USA

USA

USA

(l)(c) Number and Percentage of Each Class of Voting Securities

Common Stock Shares Percentage

760.27 71.05%

93.84 8.77%

187.72 17.54%

28.17 2.64%

1,070 100.00%

BOARD or ".>VERNORS OF THE FEDERAL RES' 7E SYSTEM ..JOMESTIC BANK HOLDING COMPA�-�-

ANNUAL REPORT FR Y-6

FNSB BANCORPORATION, CORP. FOR FISCAL YEAR ENDING DECEMBER 31, 2014

Item 3: Securit y Holders - Nashua Bancshares, Inc.

Current securities holders with ownership, control or holdings of 5% or more with power to vote as of fiscal year ending 12-31-2014.

Item 3(2)

(l)(a) Name City, State, Country

FNSB Bancorporation c/o Glenn McMichael Nashua, IA, USA

Readlyn Bancshares c/o T. J. Sexton St. Paul MN, USA

Tripoli Bancshares c/o T. J. Sexton St. Paul MN, USA

Britt Bancshares c/o T. J. Sexton St. Paul MN, USA

Ashton Bancshares c/o T. J. Sexton St. Paul MN, USA

Total

Nashua Bancshares, Inc. "none"

FNSB Bancorporation Corp. "none"

( l)(b) Country of Citizenship or Incorporation

USA

USA

USA

USA

USA

(l)(c) Number and Percentage of Each Class of Voting Securities

Common Stock Shares Percentage

840 35.00%

480 20.00%

360 15.00%

360 15.00%

360 15.00%

2,400 100.00%

FORM FR Y-6


FISCAL YEAR ENDING DECEMBER 31, 2014

Item 4: Insiders - FNSB Bancorporation, Corp.

(1) (2) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c) Name, Principal Title & Position Title & Position Title & Percentage Percentage of List names of other City, State, Occupation if with Holding With Subsidiaries Position with of Voting Voting companies if 25% or Country other than with Company (include names of Other Shares in Shares in more of voting

Holding Company subsidiaries) Businesses Holding Subsidiaries securities are held (include Company (include names of names of other subsidiaries) businesses

Glenn A. Bank President President and First State Bank President 73.69% None DZM Development, LLC Mc Michael Director President and DZM Develop- (33%) Nashua, IA CEO, Trust ment, LLC Nashua, IA USA Officer, Security

Officer

Julie A. Office Manager Vice-President, First State Bank Vice President 73.69% None DZM Development, LLC McMichael Secretary, None DZM Develop- (33%) Nashua, IA Treasurer, and ment, LLC Nashua, IA USA Director

Anita Sullivan Bank None First State Bank Vice-President 17.54% None Sullivan Dev., LLC Nashua, IA Vice-President Vice-President, Sullivan (100%) USA Asst. Trust Development, Nashua, IA

Officer, LLC and Vice- Sullivan Const., LLC Operations President (100%) Officer, Sullivan Nashua, IA BSA Officer Const., LLC

Thomas Construction None First State Bank President 17.54% None Sullivan Dev., LLC Sullivan None Sullivan Dev., (100%) Nashua, IA LLC and Nashua, IA USA President Sullivan Const., LLC

Sullivan (100%) Const., LLC Nashua, IA

FORM FR Y-6



Item 4: Insiders - Nashua Bancshares, Inc.

(1) (2) Name, Principal City, State, Occupation if Country other than with

Holding Company

Nashua Bancshares, Inc. Thomas J. Attorney and Sexton Banker St. Paul, MN USA

Glenn A. Mc Michael Nashua, IA USA

Banker

Mark J. Sexton Attorney and St. Paul, MN Banker USA

(3)(a) Title & Position with Holding Company

President, Treasurer, and Director

Secretary, Vice-President, and Director

Secretary

(3)(b) (3)(c) (4)(a) Title & Position Title & Percentage With Subsidiary, Position with of Voting First State Bank, Other Shares in Nashua, IA Businesses Holding

(include Company names of other businesses)

Director See Next Page 65.0%

President, CEO, See Next Page 35.0% and Director

Vice President See Next Page None and Director

(4)(b) (4)(c) Percentage of List names of other Voting companies if 25% or Shares in more of voting Subsidiary, securities are held First State Bank, Nashua, IA

None See Next Page

None See Next Page

None None

FORM FR Y-6



Item 4: Nashua Bancshares, Inc. 3 (c)

Thomas J. Sexton

President, Treasurer, Director of: Readlyn Bancshares, Inc. Tripoli Bancshares, Inc. Britt Bancshares, Inc. Ashton Bancshares, Inc. Nashua Bancshares, Inc.

Director and President of: F&M Agency - Pierz, MN

Director and Vice President of: Eden Valley Bancshares, Inc.

Director Emeritus of: Readlyn Savings Bank, Readlyn, IA American Savings Bank, Tripoli, IA First State Bank, Britt, IA

Director of: First State Bank, Nashua IA

Director of: The Highland Bank, St. Michael, MN State Bank in Eden Valley, Eden Valley, MN Farmers & Merchants State Bank of Pierz, Pierz, MN

Mark J. Sexton

Secretary, Vice President, and Director of: Readlyn Bancshares, Inc. Tripoli Bancshares, Inc. Britt Bancshares, Inc. Ashton Bancshares, Inc. Nashua Bancshares, Inc.

Director and Vice President of: Readlyn Savings Bank, Readlyn, IA American Savings Bank, Tripoli, IA First State Bank, Britt, IA First State Bank, Nashua, IA Ashton State Bank, Ashton, IA

Director of: G NB Bank, Grundy, IA Western IL Bancshares, Inc., Monmouth, IL Akley State Bank, Akley, IA

Glenn A. McMichael

President and Director of: FNSB Bancorporation, Corp.

President of: DZM Development, LLC

FORM FR Y-6 FNSB BANCORPORATION, CORP.


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4(c) ·� .;� Thomas J . . Sexton

Readlyn Bancshares, Inc Tripoli Bancshares, Inc. Britt Bancshares, I

nc.

Ashton Bancshares, Inc.

.·

Percent Owned 55.49% 58.96% 34.70% 41.41%

Mark J. Sextoi'1

None

Glenn A. McMichael

FNSB Bancorporation, Corp DZM Development, LLC

Percent Owned

71.05% 33.33%

·':'\';

FR Y-6 Cover PageFor Use By Tiered Holding CompaniesReport Item 1: Annual Report to ShareholdersReport Items 2a: Organization Chart; 3: Securities HoldersReport Item 2b: Domestic Branch ListingReport Item 4: Insiders

o/media/others/banking/...email [email protected] david c. schmitz, c.p.a. bethany a. ketchum, c.p.a....

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