Form 11-K (W0253611).DOC




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, 2009


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

Years Ended December 31, 2009 and 2008


Table of Contents

Report of Independent Registered Public Accounting Firm

1

Financial Statements

Statements of Net Assets Available for Benefits

2

Statements 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)

13




i










[w0253611002.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, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended.  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 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.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  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, 2009 and 2008, and the changes in its net assets available for benefits for the years then ended, 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) as of December 31, 2009, 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.


[w0253611003.jpg]



Wipfli LLP


June 23, 2010

Wausau, Wisconsin



-1-





Peoples State Bank Profit Sharing 401(k) Plan


Statements of Net Assets Available for Benefits

December 31, 2009 and 2008



 

 

2009    

2008    

 

 

 

 

Assets

 

 

 

 

 

 

 

Receivables – Employer contributions

 

$     285,282 

$     345,161 

Investments

 

5,248,974 

3,783,336 

 

 

 

 

Net assets available for benefits, at fair value

 

5,534,256 

4,128,497 

 

 

 

 

Adjustment from fair value to contract value for fully

 

 

 

benefit-responsive contracts

 

(33)

19,180 

 

 

 

 

Net assets available for benefits

 

$  5,534,223 

$  4,147,677 


See accompanying notes to financial statements.



-2-





Peoples State Bank Profit Sharing 401(k) Plan


Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2009 and 2008



 

 

2009    

2008    

 

 

 

 

Investment income (loss):

 

 

 

Net appreciation (depreciation) in fair value of investments

 

$  1,114,252

$  (1,771,139)

Interest and dividends

 

133,823

200,873 

 

 

 

 

Total investment income (loss)

 

1,248,075

(1,570,266)

 

 

 

 

Contributions:

 

 

 

Employer

 

285,282

345,161 

Participant

 

463,768

444,909 

Rollover

 

0

21,420 

 

 

 

 

Total contributions

 

749,050

811,490 

 

 

 

 

Deductions:

 

 

 

Benefits paid to participants

 

579,784

197,102 

Administrative expenses

 

30,795

33,415 

 

 

 

 

Total deductions

 

610,579

230,517 

 

 

 

 

Net increase (decrease) in net assets available for benefits

 

1,386,546

(989,293)

Net assets available for benefits at beginning

 

4,147,677

5,136,970 

 

 

 

 

Net assets available for benefits at end

 

$  5,534,223

$   4,147,677 


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 full-time employees of Peoples State Bank (the “Bank”).  Full-time employees become eligible to participate in the Plan on the first entry date (the first day of the month) following completion of three months of service, provided they have reached the age of 21.  Part-time employees are employees who are regularly scheduled to work less than 1,000 hours.  They are eligible to participate in the Plan if they work more than 1,000 hours in a plan year.  The entry date for these employees is the first day of the plan year subsequent to meeting eligibility requirements.  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.  Effective January 1, 2008, participants were able to make posttax deferrals into a Roth 401(k) in addition to pretax 401(k) deferrals.  Participants meeting eligibility requirements will automatically have 6% of eligible wages deferred into the Plan into a default investment fund unless otherwise elected by the participant.


The Bank currently matches 100% of the first 1% and 50% of the next 5% 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.  Employer contributions are subject to certain limitations and are contributed annually.


All investments in the participants’ accounts are participant directed.  The Plan currently offers 20 different mutual funds, PSB Holdings, Inc. common stock (PSB Holdings, Inc. is the parent company of Peoples State Bank), a stable value fund, and four asset allocation models as investments 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, (b) forfeitures of terminated participants’ nonvested Bank discretionary profit sharing contributions, and (c) plan earnings/losses.  Discretionary profit sharing contributions and forfeitures are allocated 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.



-4-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



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 employer matching contributions contributed prior to January 1, 2008, and employer profit sharing contributions are determined based on a six-year graded vesting schedule (vest 20% for each year of service after completion of one year of service).  Vesting in employer matching contributions contributed after January 1, 2008, is based on a two-year cliff vesting schedule (0% vested after completion of one year of service, 100% vested after completion of two years of service).  To earn a year of service, participants must be credited with at least 1,000 hours of service.


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.  The interest rate on existing loans range from 4.25% to 9.25% at December 31, 2009 and 2008.  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 a lump-sum amount equal to the value of the participant’s vested interest in his or her account.  If the participant’s vested account balance does not exceed $1,000, the Plan will distribute that portion, in a 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 are used to reduce future Bank matching contributions.  Forfeited Bank matching contributions during 2009 and 2008 totaled $3,686 and $8,468, respectively.



-5-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



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 $4,606 and $12,016 for the years ended December 31, 2009 and 2008, 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.


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.


Reclassifications


Certain prior year balances have been reclassified to conform with current year presentation.


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 (GAAP).


In accordance with accounting standards, 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 accounting standards, the statements of net assets available for benefits presents the fair value of the MetLife Stable Value Fund contract as well as the adjustment of the fully benefit responsive investment contract from fair value to contract value.  The statements of changes in net assets available for benefits is prepared on a contract value basis.



-6-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Use of Estimates


The preparation of financial statements in conformity with GAAP 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


Investments are reported at fair value.  Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.  See Note 7 for discussion of fair value measurements.


Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.


Payment of Benefits


Benefit payments to participants or beneficiaries are recorded upon distribution.


Risk and Uncertainties


The Plan invests in various investment securities.  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 net assets available for benefits.


Subsequent Events


Subsequent events have been evaluated through the date that the financial statements were available to be issued.



-7-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Note 3

Investments


Investments


The following represents a summary of the investments that individually represent 5% or more of the Plan’s net assets available for benefits.


 

 

December 31,

 

 

2009   

2008   

 

 

 

 

Mutual funds:

 

 

 

American Funds Europacific Growth Fund

 

$  802,852

$  585,554

American Funds The Growth Fund of America, Inc.

 

677,307

397,887

Oppenheimer Small & Mid Cap Value Fund

 

350,938

324,010

Pimco Total Return Institutional Fund

 

818,959

989,109

Vanguard 500 Index Fund

 

776,943

659,007

Vanguard Windsor II Admiral Shares Fund

 

540,353

448,314

Common collective trust with MetLife - Stable Value

 

 

 

Fund AST Version, at contract value

 

*

225,811


* Does not represent 5% or more of the Plan’s net assets available for benefits at December 31, 2009.


During 2009 and 2008, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:


 

 

Net Change in Fair Value

 

 

2009    

2008    

 

 

 

 

Common stock - PSB Holdings, Inc.

 

$            289

$       (66,969)

Mutual funds

 

1,113,963

(1,704,170)

 

 

 

 

Net appreciation (depreciation) in fair value

 

$  1,114,252

$  (1,771,139)


Note 4

Guaranteed Investment Contract


In 2009 and 2008, the Plan maintained a fully benefit-responsive investment contract with MetLife.  Contributions are maintained in a common/collective trust account.  The accounts are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses charged by MetLife.  The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.



-8-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Because the investment contract is 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 MetLife, 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.  


There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The fair value of the investment contract at December 31, 2009 and 2008 was $246,497 and $206,631, respectively.  The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than 0%.  Such interest rates were reviewed on a quarterly basis for resetting.


Any event that results in the Plan ending its participation in the MetLife guaranteed investment contract will limit the ability of the Plan to transact at contract value with the issuer.  The Plan discontinued its contract with MetLife on February 1, 2010, and transferred existing participant fund balances into a new stable value account, Wells Fargo Galliard Stable Value Fund.  The transfer was made at fair value totaling $249,287, which approximates contract value.


The average yield and crediting interest rates were 12.28% and 3.23%, respectively, for the year ended December 31, 2009.  The average yield and crediting interest rates were (5.32%) and 4.46%, respectively, for the year ended December 31, 2008.  


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.


 

 

2009   

2008   

 

 

 

 

Purchases of stock:

 

 

 

Number of shares

 

1,782

1,814

Value of shares on transaction dates

 

$  34,359

$  43,983

Average share price purchased

 

$    19.28

$    24.25

 

 

 

 

Sales of stock:

 

 

 

Number of shares

 

630

320

Value of shares on transaction dates

 

$  13,208

$    7,834

Average share price sold

 

$    20.97

$    24.48


At December 31, 2009 and 2008, the Plan held 7,464 and 6,312 shares of PSB Holdings, Inc. common stock, respectively.



-9-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



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.


Note 7

Fair Value of Financial Instruments


Accounting standards describe three levels of inputs that may be used to measure fair value (the fair value hierarchy).  The level of an asset or liability within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement of that asset or liability.


Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.


Level 2 inputs to the valuation methodology include:


·

Quoted prices for similar assets or liabilities in active markets.

·

Quoted prices for identical or similar assets or liabilities in inactive markets.

·

Inputs other than quoted prices that are observable for the asset or liability.

·

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.


If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.


Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.  Following is a description of the valuation methodologies used for assets measured at fair value.


Common stock:  Valued at the closing price reported on the inactive market on which the individual security is traded.



-10-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



Mutual funds:  Valued at the net asset value (NAV) of shares held by the Plan at

year-end.


Guaranteed investment contract:  Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer.


Participant loans:  Valued at amortized cost which approximates fair value.


The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009 and 2008:


 

 

2009

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

Index

 

$    899,764

 

$             0

 

$           0

 

$    899,764

Growth

 

2,848,307

 

0

 

0

 

2,848,307

Fixed income

 

933,176

 

0

 

0

 

933,176

Other

 

126,247

 

0

 

0

 

126,247

Common stocks

 

0

 

112,333

 

0

 

112,333

Guaranteed investment contract

 

0

 

246,497

 

0

 

246,497

Participant loans

 

0

 

0

 

82,650

 

82,650

 

 

 

 

 

 

 

 

 

Total assets at fair value

 

$  4,807,494

 

$  358,830

 

$  82,650

 

$  5,248,974


 

 

2008

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

Index

 

$    659,007

 

$             0

 

$           0

 

$    659,007

Growth

 

1,755,765

 

0

 

0

 

1,755,765

Fixed income

 

989,109

 

0

 

0

 

989,109

Other

 

29,680

 

0

 

0

 

29,680

Common stocks

 

0

 

90,893

 

0

 

90,893

Guaranteed investment contract

 

0

 

206,631

 

0

 

206,631

Participant loans

 

0

 

0

 

52,251

 

52,251

 

 

 

 

 

 

 

 

 

Total assets at fair value

 

$  3,433,561

 

$  297,524

 

$  52,251

 

$  3,783,336




-11-





Peoples State Bank Profit Sharing 401(k) Plan


Notes to Financial Statements



The Level 3 assets for the year ended December 31, 2009, are as follows.


 

 

Participant

 

 

Loans

 

 

 

Balance, beginning of year

 

$  52,251

Purchases, sales, issuances, and settlements (net)

 

30,399

 

 

 

Balance, end of year

 

$  82,650


The Level 3 assets for the year ended December 31, 2008, are as follows.


 

 

Participant

 

 

Loans

 

 

 

Balance, beginning of year

 

$  79,384 

Purchases, sales, issuances, and settlements (net)

 

(27,133)

 

 

 

Balance, end of year

 

$  52,251 




-12-





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, 2009




(a)

(b)

(c)

(d)

(e)

 

Identity of Issue, Borrower,

Description of Investment Including

 

Current

 

Lessor, or Similar Party

Maturity Date, Rate of Interest,

Cost

Value

 

 

Collateral, Par, or Maturity Value

 

 

 

 

 

 

 

 

TD Bank USA

TD Bank Trust Money Market Account

**

$       626

 

American Funds

American Funds Europacific Growth Fund

**

802,852

 

American Funds

American Funds The Growth Fund of America, Inc.

**

677,307

 

American Funds

American Funds 2025 Target Date Retirement

**

31,737

 

American Funds

American Funds 2035 Target Date Retirement

**

2,485

 

American Funds

American Funds 2040 Target Date Retirement

**

15,974

 

American Funds

American Funds 2045 Target Date Retirement

**

2,571

 

American Funds

American Funds 2050 Target Date Retirement

**

6,610

 

American Funds

American Funds 2015 Target Date Retirement

**

58,870

 

American Funds

American Funds 2010 Target Date Retirement

**

892

 

American Funds

American Funds 2020 Target Date Retirement

**

1,642

 

American Funds

American Funds 2035 Target Date Retirement

**

4,840

 

Columbia Acorn

Columbia Acorn International Fund Z

**

118,978

 

Columbia Acorn

Columbia Acorn Fund

**

112,790

 

Lazard

Lazard Emerging Market Open

**

245,089

 

Oppenheimer

Oppenheimer Small & Mid Cap Value Fund

**

350,938

 

Oppenheimer

Oppenheimer Strat Income A

**

114,217

 

Pimco

Pimco Total Return Institutional Fund

**

818,959

 

Vanguard

Vanguard 500 Index Fund

**

776,943

 

Vanguard

Vanguard Windsor II Admiral Shares Fund

**

540,353

 

Vanguard

Vanguard Small Cap Index Fund

**

122,821

*

PSB Holdings, Inc.

PSB Holdings, Inc. Common Stock

**

112,333

 

MetLife

MetLife Stable Value Fund AST Version

**

246,464

 

Participant Loans

Loans receivable - 4.25% - 9.25%

$0

82,650


*   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.



-13-





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 29, 2010

By:  SCOTT M. CATTANACH

Scott M. Cattanach

Senior Vice President and

Chief Financial Officer



-14-





EXHIBIT INDEX

to

FORM 11-K

of

PEOPLES STATE BANK

PROFIT SHARING 401(k) PLAN

for the year ended December 31, 2009

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

(17 C.F.R. §232.102(d))




Exhibit 23.1

Consent of Wipfli LLP



-15-