Notes to Consolidated Financial Statements
Transcription
Notes to Consolidated Financial Statements
T H E F I R S T F I F T Y Y E A R S D A C O T A H B A N K S , I N C . 2 0 1 3 A N N U A L R E P O R T D A C O TA H B A N K S , I N C . contents 3 5 6 8 24 56 60 Letter to Shareholders Financial Highlights Selected Consolidated Financial Data Community Profiles Financial Statements Directors and Management Employees general offices transfer agent 401 South Main Street Suite 212 P.O. Box 1496 Aberdeen, South Dakota 57402-1496 Telephone: (605) 225-4850 Fax: (605) 225-4929 Website: www.dacotahbank.com Email: [email protected] American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 annual meeting The annual stockholders’ meeting will be held Thursday, May 22, 2014 at 1:00 pm, at the Dakota Event Center (DEC) in Aberdeen, SD. Rolla Bowbells Belcourt Minot Jamestown (2015) Valley City M I N N E SOTA Dickinson Regent Hettinger New Effington Lemmon Bison Mobridge Aberdeen (2) Cresbard Faulkton Sisseton Roslyn Morris Chokio Webster Henry Watertown Clark Willow Lake Brookings Rapid City (2) Sioux Falls (4) Custer Dacotah Banks, Inc. is a one-bank holding company headquartered in Aberdeen, South Dakota. The company is the shareholder of one commercial bank operating out of thirty-three full service banking locations. General insurance operations are conducted in fourteen of the locations. BANKING Dacotah Bank offers something for every person or business. We work to find the precise features and benefits that fit each client’s unique financial needs. INSURANCE Protecting families, businesses, or farms and ranches from loss requires experience. Dacotah Insurance has served over three generations of local customers for 50 years – a Trusted Choice independent agency. MORTGAG E When our clients make their biggest investment for their family or their business, we are there with memorable customer service and a commitment to no surprises. TRUST AND W E A LT H M A N A G E M E N T We help clients plan for the future, build net worth, and secure wealth. We manage money, farmland, and oil and gas interests. 2 TO OUR SHAREHOLDERS Dacotah Banks, Inc. experienced a slower than normal rate of asset growth during 2013, but once again produced record earnings. Anticipating yet another year of low interest rates and strong competition for quality loans in the banking industry, management chose to control growth, improve capital ratios and concentrate on maintaining net interest margins. There was little incentive during the year to compete for deposits as the loan portfolio grew at a rate of only 4.5 percent, and portfolio securities matured and re-priced at lower yields. Interest rates remain very low; the prime rate dropped to 3.25 percent on December 16, 2008, and it has stayed there since. Yields on loans are low; however, yields available in the securities portfolio are even lower. In the current environment profitable asset growth is dependent on growing the loan portfolio; however, loan growth nationally was negatively impacted by significant decreases in mortgage lending activity, causing most banks to compete aggressively for quality loans, and the pricing reflects the competitive environment. The Company’s total assets increased 2.2 percent during 2013 and most of that growth can be attributed to the purchase in September of Donnelly Bancshares, Inc. of Morris, Minnesota, and its affiliates, United Farmers and Merchants State Bank, with $40 million of assets, and United American Agency, a casualty insurance agency. We believe United Farmers and Merchants State Bank, with locations in Morris and Chokio, Minnesota, and United American Agency will prove to be great additions to the Company. United Farmers and Merchants State Bank had been owned and operated by three generations of the Erstad family for 101 years and we are pleased and honored to have the opportunity to continue the valuable service the Erstads and their banking professionals provided the Donnelly, Morris and Chokio communities. 3 FINANCIAL PERFORMANCE The Company’s 2013 net income was $18.38 million, an improvement of 3 percent compared to the $17.85 million earned in 2012. Non-interest income was a significant contributor to the higher earnings, increasing 4 percent over 2012 despite a significant decrease in fees earned from the sale of 1- to 4-family residential loans, an important element of non-interest income, from $2.6 million during 2012 to $1.7 million during 2013. Earnings contributions from insurance and trust activities more than made up for the drop in fees from the sale of mortgages. Consistent with national trends, the Company’s net income was positively influenced by a lower level of provisions for loan and lease losses. Provisions during 2013 were $5.25 million compared to $6.75 million during 2012. Net interest yield on earning assets improved slightly form 3.84 percent to 3.86 percent and compares favorably with the national average of 3.26 percent. The Company’s loan ratios kept pace with its growth: the loan-to-deposit and loan-toasset ratios at year end were 82.82 percent and 72.99 percent respectively compared to 80.76 percent and 71.39 percent at the end of year 2012. GROWTH The Company’s total assets at the end of 2013 were $2.111 billion compared to $2.065 billion at the end of 2012. As mentioned earlier, the Company chose to control deposit growth during the year. Quality loans were actively pursued as were relationship-based deposits; however, the Company carefully monitored interest paid on certificates of deposits, resulting in total deposit growth of only 1.9 percent from $1.826 billion to $1.860 billion. The loan portfolio grew 4.5 percent from $1.474 billion to $1.540 billion in a very competitive environment, with much of the growth once again generated in our western North Dakota markets. The Dacotah Banks, Inc. Vision Statement says that “[w]e will continue to pursue opportunities to expand our presence in South Dakota, North Dakota, Minnesota and surrounding states when and where appropriate.” As mentioned earlier, a significant portion of the growth in assets during 2013 came as a result of the purchase of United Farmers and Merchants State Bank and United American Agency. We believe the bank and agency purchase provided the Company with a good opportunity to enter the state of Minnesota. The entities are in excellent condition with modern buildings and are located in a very good agricultural area. Morris is a thriving county seat with modern healthcare facilities, a branch of the University of Minnesota and a strong business sector. The purchase was of a size and nature that had almost no impact on the Company’s capital, and the market and staff provide an excellent opportunity for growth. STRENGTH Dacotah Banks, Inc. capital levels remain strong. The Company‘s measured growth and good earnings during 2013 contributed to improved capital levels. As of December 31, 2013, on a consolidated basis the Company’s Tier 1 leverage ratio was 9.88 percent compared to 9.61 percent a year earlier; Tier 1 risk-based capital was 12.04 percent compared to 11.71 percent a year earlier; and total risk-based capital was 13.29 percent compared to 12.89 percent a year earlier. The Company is wellpositioned to meet and exceed all capital definitions and levels that are scheduled to phase in over the next few years. The Company continues to diversify and add markets. Mention was made above of the loan volume added through markets in North Dakota. Increased lending to other sectors reduces dependence on agricultural loans. At December 31, 2013, loans to agriculture still represent 43.3 percent of total loans. The Company’s agriculture loan portfolio is performing well as is the total loan portfolio. On December 31, 2013, non-performing loans represented only 1.06 percent of total loans compared to 1.61 percent one year earlier. The Company’s allowance for loan and lease losses at the end of 2013 was $21.3 million compared to $18.9 million at the end of 2012. SHAREHOLDER VALUE The Company will be fifty years old on November 10, 2014. Organized as Dacotah Bank Holding Company, the Company began operations by bringing banks held by some of its original shareholders into the newly formed bank holding company. Those early banks in Mobridge, Webster and Aberdeen were committed to serving farms, ranches and small communities. That commitment persists today and is illustrated by activities described throughout this letter. Shareholder value cannot be discussed without reflection on our growth since the Company began and particularly our growth and success since the farm and ranch crisis of the 1980s. Looking back at what contributed to those years of crisis prompts us to make some comparisons. Thirty years ago at the end of 1983, the Company had $218 million in assets, $14.9 million in equity, $990 thousand in annual earnings and a primary capital ratio, which compares closely to today’s Tier I leverage ratio, of 7.78 percent and the Company paid a stock dividend during the year. At the end of 2013, the Company had $2.111 billion in assets, $211.7 million in equity, $18.4 million in annual earnings, a Tier I Leverage Capital Ratio of 9.88 percent, and the Company paid $3.6 million in cash dividends during the year. The dividends paid during 2013 totaled $3.20 per share and marks the 25th consecutive year of cash dividend payments. Additionally, the relatively restrained level of dividends provided for significant retained earnings that will allow the Company to grow organically while taking advantage of strategic opportunities to expand by acquisition or by developing new branches. The book value per share of the Company’s stock increased 5.5 percent from $178.82 on December 31, 2012 to $188.71 on December 31, 2013. COMMENTS ON 2013 Flat asset growth, higher earnings, higher capital levels, increased reserves and everincreasing resources applied to changing banking law and regulation describe activity at the Company during 2013. By the end of 2013 total assets had increased only $46 million, a 2.2 percent increase over 2012. The growth was roughly the size of the Morris, Minnesota acquisition. The Company also enjoyed significant liquidity, experienced modest loan growth and had no need to aggressively pursue deposit growth; deposits had increased by only $35 million, a 1.9 percent increase over 2012. The controlled deposit growth coupled with a 4.5 percent increase in loans allowed the Company to slightly increase its net interest margin, maintain and improve earnings, improve its capital levels and increase its allowance for loan and lease losses. Since the loan portfolio grew at a rate faster than deposits, the Company was able to utilize low-yielding liquidity in the investment portfolio to fund loan growth. The Company’s loan-to-deposit ratio increased from 80.76 percent at year-end 2012 to 82.82 percent at year-end 2013. We believe these levels are appropriate and manageable. The slower rate of growth coupled with good earnings allowed the Company to improve its capital ratios and the Company’s allowance for loan and lease losses improved from 1.27 percent at yearend 2012 to 1.36 percent at year-end 2013. The Company’s Boards of Directors and management are committed to growth, but during 2013 it seemed prudent to restrain growth and to concentrate instead on earnings, capital and loan and lease loss reserves. Difficulty in finding quality loans has been a challenge for the entire industry, and it has been particularly challenging for smaller and rural banks. During 2013, the Boards and management devoted significant resources and effort to two of the Company’s strategic plan priorities: “management and delivery of products and services that meet the needs of current and prospective customers” and “effective management of the variety of risks inherent in operating a banking and financial services company with $2.75 billion in assets.” The two priorities are closely tied. To remain relevant and to grow we must meet the needs of both our traditional customers and generations of customers who demand and will continue to demand newer and more innovative products and product delivery. New products and delivery systems, however, are costly and carry with them an increased exposure to fraud and other risks, but it is clear that if we are to remain competitive, we need to make the investment in such products and services and effectively manage the risks. and management envision a company with 2.25 billion in assets by the end of 2014, and we continue to develop the infrastructure for a $2.75 billion company. The Company is nearing completion of a comprehensive document imaging system and is just beginning to reap the benefits of a maturing data warehouse function, both of which will greatly assist the Boards and management as they execute growth plans. The Company has the systems and personnel to be competitive as the world of banking changes. Also during 2013 the Company began planning for a de novo branch in Jamestown, North Dakota. Regulatory approval has been received, land has been purchased, a market president is at work, building plans have been developed and construction on a new bank building in Jamestown will begin during the second quarter of 2014. Jamestown is a growing community of over 15,000 people and is well located just 100 miles north of Aberdeen at the intersection of US Interstate 94 and US Highway 281. Jamestown is the county seat of Stutsman County and is a destination for healthcare, education and business services for a large portion of south central North Dakota. According to the 2007 Census of Agriculture, Stutsman County is the fourth leading producer of agricultural products in North Dakota. During 2013, the Company’s Boards of Directors engaged in succession planning for both Boards and senior management. The planning provides assurance that as leadership changes occur on the Boards and in management, those changes will be as seamless and well thought out as possible. In closing, we thank the Company’s shareholders for their confidence; the Boards of Directors for their advice and guidance; and the outstanding team of bankers who operate the Company day-today, serving our customers, communities and shareholders in such a great way. Rodney W. Fouberg Chairman of the Board LOOKING AHEAD We believe that several factors that contributed to very little asset growth during 2013 will persist during 2014. Increasing loan volume remains essential to organic growth. The Company remains committed to growth and the Boards Richard L. Westra President and Chief Executive Officer 4 FINANCIAL STATEMENTS Financial Highlights (Dollars in Thousands, Except Per Share Data) performance 2013 Net interest income............................................. $ 73,386 Provision for loan losses....................................... 5,250 Non-interest income .......................................... 16,679 Non-interest expense.......................................... 56,707 Net income......................................................... 18,382 Per share.......................................................... 16.43 Cash dividends declared....................................... 3,580 Per share............................................................. 3.20 Net interest margin............................................. 3.86% Return on average assets...................................... 0.90 Return on average equity.................................... 8.93 at december 31ST 2013 2012 68,747 6,750 15,969 50,583 17,854 16.03 3,344 3.00 3.84 0.93 9.31 2012 Total assets.......................................................... $ 2,110,822 2,065,053 Investment securities and deposits with banks....... 343,613 363,606 Loans, net............................................................ 1,540,424 1,474,330 Deposits.............................................................. 1,860,232 1,825,560 Borrowings......................................................... 20,000 21,005 Stockholders’ equity............................................ 211,736 199,564 Book value per share........................................... 188.71 178.82 Shares of common stock outstanding................... 1,122 1,116 Tier I leverage ratio............................................. 9.88% 9.61 Total risk-based capital........................................ 13.29 12.89 5 % Change 6.7% (22.2) 4.4 12.1 3.0 2.5 7.1 6.7 0.5 (3.2) (4.1) % Change 2.2% (5.5) 4.5 1.9 (4.8) 6.1 5.5 0.5 2.8 3.1 FINANCIAL STATEMENTS Selected Consolidated Financial Data selected consolidated financial condition data December 31, 20132012201120102009 (Dollars in Thousands) Total assets.................................................................. $ 2,110,822 2,065,053 1,905,762 1,805,538 1,654,896 Loans, net .................................................................. 1,540,4241,474,3301,365,8301,344,9711,326,809 Federal funds sold....................................................... --- 10,000- Investment securities................................................... 332,519357,818325,556280,587187,095 Deposits...................................................................... 1,860,2321,825,5601,679,4201,587,6361,445,833 Borrowings................................................................. 20,00021,00525,00930,42833,944 Stockholders’ equity.................................................... 211,736199,564184,082167,725156,390 selected consolidated oper ation data Years Ended December 31, 20132012201120102009 (Dollars in Thousands, Except Per Share Data) Interest income............................................................... Interest expense.............................................................. Net interest income........................................................ Provision for loan losses.................................................. Net interest income after provision for loan losses........... Non-interest income: Income from fiduciary activities................................. Service charges on deposit accounts........................... Insurance commissions............................................... Fees on sale of residential mortgages........................... Other........................................................................ Total non-interest income......................................... Non-interest expense: Salaries and employee benefits.................................... Occupancy, furniture and equipment, net................... Other........................................................................ Total non-interest expense........................................ Income before income taxes........................................... Income tax expense........................................................ Net income.................................................................... Per share of common stock: Net income............................................................... Cash dividends declared ............................................ $ 82,993 84,802 86,656 88,585 87,059 9,60716,05520,00224,65929,020 73,38668,74766,65463,92658,039 5,2506,7505,3006,1007,350 68,13661,99761,35457,82650,689 1,778 1,202912765892 3,8493,9564,2594,1664,224 4,169 4,0683,8893,8703,739 1,6602,6341,8972,2561,867 5,2234,1094,1523,3792,802 16,67915,96915,10914,43613,524 35,31631,69230,77629,62428,106 6,6646,1435,8615,9735,931 14,72712,74814,30812,91013,769 56,70750,58350,94548,50747,806 28,10827,38325,51823,75516,407 9,7269,5298,9728,6905,584 18,382 17,854 16,546 15,065 10,823 $16.4316.0314.8713.54 9.73 $3.203.002.602.002.20 6 FINANCIAL STATEMENTS Selected Consolidated Financial Data selected financial r atios At or for the years ended December 31, 2013 2012 201120102009 performance r atios Return on average assets*........................................ 0.90% 0.930.910.880.68 Return on average stockholders’ equity................... 8.93 9.319.379.237.09 Net interest margin................................................. 3.863.843.924.023.92 Non-interest income to average assets..................... 0.810.830.830.840.84 Non-interest expense to average assets..................... 2.762.642.802.832.98 Efficiency ratio....................................................... 62.9559.7162.3161.9066.80 asset quality r atios Nonperforming loans to total loans......................... 1.06% 1.611.741.29 1.03 Allowance for loan losses to total loans.................... 1.361.271.321.180.84 Allowance for loan losses to net charge-offs............. 7.41x 3.135.76 12.751.28 capital r atios Tier I leverage ratio................................................ 9.88% 9.619.178.898.91 Tier I risk-based capital........................................... 12.0411.7111.9111.1210.32 Total risk-based capital............................................ 13.2912.8913.1612.2411.12 *Excluding 7 sale of title plants in 2009 calculations. MID-DAKOTA REGION ABERDEEN “Aberdeen being known as the Hub City certainly is a true description,” said Brad Moore, Mid-Dakota regional president. The South Dakota city of 26,000 has agriculture, manufacturing, and healthcare as its main economic drivers. BRAD MOORE Aberdeen’s location in the heart of the James River valley has been important for corn production in recent years. There are several ethanol refineries operating in the area. Today, the region is also a hub for medical care. Avera St. Luke’s Hospital is the area’s largest employer. Recently, Sanford Medical Center entered the city, opening a new hospital near the vibrant retail area along Highway 12. Autumn is the time the city shines. Pheasant hunters from around the country flock to the city. College football games at Northern State University and Presentation College draw crowds as they enjoy the fall colors of the tree-lined city streets. Farmers are busy harvesting the corn and soybeans from the fertile James River Valley. Brown County, in which Aberdeen is located, and the Aberdeen Area Convention and Visitors Bureau offer the Million Dollar Bird contest every fall. During the hunting season, 100 banded pheasants are released in the area. If a hunter bags one of the tagged birds, they are entered in a drawing for a $1 million cash prize. In 2013, 31 bands were returned for individual cash prizes of $100 to $500. largest brick passenger depot still standing in South Dakota. It was listed in the National Register for its architecture and association with the development of railroads in South Dakota. “In the municipality, the growth of the Aberdeen Family YMCA has added a lot to the community,” said Moore. The YMCA recently completed the Youth Development Center that offers daycare, preschool and afterschool programs for over 350 children. For over 50 years, employees at the company’s flagship bank have served the community and region with volunteerism in the areas of economic development, healthcare, education, literacy, societal welfare, recreation and tourism. Moore has been in banking for 38 years and has seen how technology has changed the way customers use and The railroad played “People still want to access bank products the most important bring their questions and services. “What role in the early to a trusted advisor” has not changed is development of the how we need to be Hub City. Aberdeen in touch with the was officially founded in July consumer and understand their 1881 when the first Milwaukee needs. What makes our banks Railroad train steamed into the successful is a solid customer area. The city continues to utilize relationship. People still want to bring the historic Craftsman-style depot their questions to a trusted advisor,” built in 1911. The depot is the he said. Historic Downtown in Aberdeen, South Dakota. Photo by Troy McQuillen 8 MID-DAKOTA REGION WEBSTER Webster turned an act of Mother Nature into a benefit for the local economy. The Day County area was flooded in 1997 and the destruction resulted in area lakes now used for recreation. The change helped the area become a destination for hunting and fishing. The residents and visitors can also enjoy a 9-hole golf course within the city limits, said market DAN MENKING president Dan Menking. He reports the city also has a new swimming pool and soccer complex. Area attractions include the Museum of Science, Wildlife and Industry, which has an 1880s village with period buildings and is slowly decreasing and our furnishings. During the summer of average age is slowly increasing,” 2014 the museum will host a special said Menking. “We are still a very exhibit from the South Dakota agriculturally dependent economy, Historical Society, “At but have increased “We are still a Home and Abroad: our tourist very agriculturally South Dakota in World War II.” dependent economy, industry.” but have increased our The bank’s The Chamber also hosts the town’s employees were tourist industry” main festival, the very involved in Pumpkin Fest held annually in early building the new baseball complex, October. The town dresses up in fall Menking said. “We also have a colors and there is a lighted evening group who help with the Relay for parade. The event has craft vendors, Life and raise a lot of money for a giant pumpkin weigh-in, cancer research. Dacotah Bank has baking contest, and a a branch in nearby Roslyn and bank children’s tractor pull. employees are helping with the Webster’s community Roslyn Centennial in 2014. Other makeup has the employees are involved with the same challenges as many other rural Chamber of Commerce, the nursing Midwest towns. home board, hospital foundation, “Our population and Kiwanis.“ SISSETON “Sisseton, South Dakota has connections to many aspects of American heritage. It is a multicultural society,” said Kevin Wegehaupt, market president. In addition to residents of Scandinavian heritage, Sisseton is on the Lake Traverse Indian Reservation. The area is home to the SissetonWahpeton Oyate tribe. Wegehaupt said. Coteau des Prairies Health Systems recently completed a $6 million expansion on the hospital. The Stavig House Museum showcases an authentic 10-bedroom Victorian home built by Norwegian immigrant Andrew Stavig. There are period furnishings with immigrant letters and historical photographs. The letters were recently featured in a documentary on South Dakota Public Broadcasting. The population of Sisseton The Joseph N. Nicollet Tower and was 2,470 in the 2010 Interpretive Center is breathtaking. Located KEVIN WEGEHAUPT census. The county seat of 3.5 miles west of Sisseton, it is a 75-foot Roberts County, the town observation tower providing a view is located in the midst of the valley carved by glaciers some of six state parks, with “We have one of 40,000 years ago. more than 30 glacial the few locallylakes nearby. On the first weekend in June each owned hospitals Sisseton industries left in the state and year, Veterans Avenue in Sisseton’s business district is the site of the include Woodland it is thriving” Cabinetry. The custom Sisseton Car and Motorcycle Show cabinet company opened and Swap Meet. The region is in 1994. Also, the Sisseton-Wahpeton also home to one of the oldest pow Oyate tribe has SWO Plastics, Inc., which wows in the nation. The Sissetonmakes plastic bags and has a staff of Wahpeton Oyate 4th of July Pow Wow around 40. is a social gathering of family and friends to observe and enjoy the Native “We have one of the few locally-owned hospitals left in the state and it is thriving,” American culture. 9 Photo by Wikipedia MID-DAKOTA REGION MORRIS As the newest location in Dacotah Territory, Dacotah Bank in Morris, Minnesota, is a perfect fit for the organization. The Morris community is located in a very strong agricultural area which has a population of over 5,200 people, has many locally-owned businesses and is home to the University of Minnesota, Morris. Morris sits on the Pomme de Terre River, LARRY RINGGENBERG which means “apple of the earth.” However, the first settlers grew mostly potatoes, turnips, and wheat. Today the fertile land grows a variety of grains and forages including corn, soybeans, sugar beets, and edible beans. Livestock is also an important driver to the local economy and the area has several swine, dairy, and beef operations. “The ag sector has been very successful over the last 3 to 4 years,” said market president Larry Ringgenberg. Several industries located in Morris and the surrounding communities make manufacturing one of the largest job creators. These jobs range from fabrication to engineering. started one of the first internet service providers in Minnesota and has worked with over 500 clients to enhance Morris’ business environment. As changes in technology affect banking, customer service still needs to be the foundation of the business, Ringgenberg said. “Customer service is “The future of taken to another level The University of with internet banking, banking will Minnesota, Morris is a smart phones, and online change with liberal arts college with deposit. Technology a focus on a renewable, technology” is great but it’s still sustainable education important to put boots on the according to their website. There ground or as I like to say, jeans on are 1,900 students enrolled at the farm. It’s part of our culture the university on the 125-year-old at Dacotah Bank. It’s more than a campus. The university is a national service, it’s a relationship,” he said. leader in green initiatives, such as “The future of banking will change wind energy, biomass energy, and with technology. Will we continue local, sustainable food projects. The to serve customers through brick school has a goal to be a carbon and mortar locations? Yes. However, neutral campus. I see internet banking and online Ringgenberg is on the Stevens deposit becoming more popular in County Economic Improvement the next few years. But for now, a Board, an organization with a hometown bank still provides critical mission to retain and create jobs. services to local businesses, farmers, Founded in 1987, the board and residents.” The Science Building at the University of Minnesota at Morris opened in 2000, and houses the Science and Math Departments, as well as post office and campus bookstore. Photo by JC Shepard 10 MID-DAKOTA REGION FAU L K TO N Faultkon is a progressive community has been banking for 38 years attracting young people to its safe and comes from a farm and ranch streets and excellent schools, said background. “Agriculture is the Dwight Hossle, market president. biggest part of our business and we With around 750 people, Faulkton are subject to mother nature and is turning the tide against declining the markets like a lot of our rural rural population. “Faulkton is banks. Agriculture has been very a great place to raise a family, good but like everything else, cycles providing a great do occur.” environment Faulkton holds Wild West Days for kids of all annually over the 4th of July. ages. Our school Dacotah Bank sponsors a brat system provides a feed during the festivial. There is great education, a city-wide parade, a tractor pull, while providing along with a barbecue and bull a multitude of riding event. Faulkton also provides extracurricular a great business activities “Agriculture environment for young limited is the biggest part entrepreneurs. Ace DWIGHT HOSSLE only by of our business” Hardware recently the students themselves. opened a new location They can bike all over town and in Faulkton. Main Street businesses parents don’t have to worry.” Hossle are moving out to the highway and Hossle said growth should be accommodated not stifled. “It is a challenge to repurpose the old buildings on Main Street, but Faulkton is up to challenges.” Hunting is also vital to the area. “We have three or four large lodges in the area that host hunters from around the country bringing in a lot of outside dollars during the hunting season.” NORTHERN REGION VA L L E Y C I T Y Founded in 1874, Valley City, North Dakota, was named for the lush, green valley created by the winding Sheyenne River and is known as the City of Bridges. The Hi-Line Railroad Bridge, the longest bridge for its height in the world at the time, was completed in 1908 by Northern Pacific Railroad and continues to serve as a vital link in the country’s transportation system. The center helps entrepreneurs and companies through periods of adjustment with office space at reasonable rates. The development group created a partnership with Valley City State University to provide a technologically-skilled workforce. The effort has attracted an international software-support company and more than 75 career positions to Valley City. operators to engineers. They are completing a $20 million expansion to the factory and continue to be a strong community partner. As a community bank in Valley City since 1969, Dacotah Bank employees believe in the importance of strong relationships throughout “In the last 15 years the community has worked diligently to attract businesses, generating over 500 new jobs. That is significant and impactful for a city of 6,000 people,” said Dick Gulmon, market president. Valley City community groups are working to bridge connections and develop “Being on the I-94 corridor opportunities DICK GULMON certainly has its advantages and for employment disadvantages,” he said. “Our growth and enhancing the quality of retailors are creative and work hard life. The Valley Development Group to market their niches. They find works to attract new business and it important to have relationships industry and assists with customers beyond “The community existing businesses transactions.” with improvements and has worked Located in Valley City expansion. One such diligently to project is the Regional attract business since 1995, John Deere Seeding Group is the Technology Center, development, area’s largest employer a 20,000 squaregenerating over with more than 325 foot, state-of-the-art business incubator. 500 new jobs” positions from line the community. For that reason, employees are encouraged and supported to serve on elected and non-elected board and committee positions, with the belief that a community bank succeeds along with its community. “Dacotah Bank is fortunate to represent our type of community banking. It’s the life blood of a community,” Gulmon said. Photo by VC-BC Development Corp 11 NORTHERN REGION ROLLA Situated on the eastern edge of They help with the town’s annual the Turtle Mountains, Rolla, North Ragtop Festival. The event has a Dakota, is an area of diverse people. parade and fireworks, as well as a The town celebrated its 125th car and motorcycle show. Dacotah anniversary in 2013 and highlighted Bank employees also volunteer for its heritage from the Scandinavian the Chamber of Commerce, the countries, as well as the Turtle Rolla Jobs Development Authority, Mountain Band of Chippewa and high school Indians. An activities. “Now we can international do more on our As the first 50 years flavor is of Dacotah Banks, added with cellphones than Inc. conclude, nearby what that 1980s Vollmer reflected Manitoba, computer could” on how things have Canada, changed. and the International Peace “To give some perspective on Gardens. The changes in the banking industry, I town of almost DAN VOLLMER remember when we got our first 1,300 people is computer in the 1980s, it was the Rolette County seat. $7,000. Now we can do more on our cellphones than what that Bank employees are very involved in the community said Northern computer could. The pieces of regional president Dan Vollmer. technology have gotten smaller and smaller,” said Vollmer, who has been in banking for 34 years. Banking is still about a relationship, Vollmer stresses. “We deliver many of the same products, like checking and money market accounts. But we still need to make the relationship personal. In the future, people will move away from checks. It will continue to evolve and we will see more delivery of electronic services.” MINOT Dacotah Bank is very competitive in Minot, North Dakota, according to G.W. Melgaard, market president. “The future for the area is very bright. We have the 2011 flood behind us and we have completely rebuilt,” he said. G.W. MELGAARD The 2011 Mouse River flood caused extensive damage throughout the region. Around 12,000 people were evacuated, saving many lives, but more than 7,000 homes were affected. to the region. This bricks and mortar commitment indicates the oil industry here looks to be more than just a boom. “However, the city’s explosive growth from the oil boom has evened out. Where we were looking at 99 percent capacity in hotels and apartments, we are now around 65 percent,” he said. Melgaard pointed out the other growth factors in the region. The region is an agricultural hub with access to both the Great Northern and Canadian Pacific railroads. The Minot Air Force Base has been a long-time contributor to the region, having opened in 1957. “The base is instrumental in the city’s success and growth. We have a strong partnership with them,” he said. One of the economic drivers is the city’s proximity to the Bakken formation. “Being near the oil region, The government has signaled that the city has mushroomed,” Melgaard there will be some said. “We have grown “We could have military cuts in the from around 40,000 future. However, 75,000 people people in 2010 to close to Melgaard is confident 50,000 now. Projections living here in the the base will continue suggest we could have next 5 years” its mission due to the 75,000 people living here fact that the base has in the next 5 years.” two major wings, the 5th Bomb Wing A half dozen of the country’s largest oil companies have built offices in Minot, showing their commitment and 91st Missile Wing, both of the Air Force Global Strike Command. “I don’t think the governmental drawdown will affect this base very much. They are strategically located as a northern base.” Minot is also a regional retail draw. “Being close to the Canadian border increases trade, mostly in shopping and airline services. We get visitors from Regina and Estevan in Saskatchewan, and Brandon in Manitoba, Canada,” said Melgaard, who has been in banking for 40 years. In addition Minot is the home of the North Dakota State Fair. The area also hosts Norsk Hostfest. The early October festival features authentic Scandinavian entertainment, ethnic food, and crafts. The five-day event draws tens of thousands of people and is the largest Nordic celebration in North America, according to festival literature. 12 NORTHERN REGION JAMESTOWN In 2013 the decision was made that the newest Dacotah Bank location would be in Jamestown, North Dakota. Construction will begin on an 8,000 square foot building in early 2014. The grand opening for Dacotah Bank’s 34th location is planned for early 2015, and market president Casey Henderson is CASEY HENDERSON looking forward to the new opportunity. “Dacotah Bank has a commitment to growing with the Dakotas and Minnesota, and Jamestown is an exciting location for us,” he said. “Dacotah Bank is well-known and respected for staying close to customers through all kinds of economic cycles. That is very important for farmers and business people who count on a steady source of financing for operations and growth.” Henderson has been in Jamestown pressure as the effects of the oil the majority of his career and said boom are pushing eastward, with the last two years have shown that various construction projects in many sectors of business the works for multi-family are poised to grow. “As “Dacotah Bank housing. we know, agriculture has a Jamestown’s population in the last 5 years has commitment is stable at almost done extremely well. 16,000 and it is about to growing” That is a strong driver of equal to the population our local and regional of 50 years ago. A number of economies, and we look forward significant employers have held a to building relationships in the ag long presence in the community sector along with tapping those including the Anne Carlson Center, existing and emerging business Jamestown University, Cavendish financing opportunities in the Farms, Jamestown Regional Medical region.” Housing Center, and UTC Aerospace. UTC is in particular one of the world’s largest suppliers is feeling of aerospace and defense products, and employs more than 550 people in Jamestown. Henderson sees many opportunities ahead with the recent completion of Great River Energy Plant, and current construction of the Dakota Spirit corn-ethanol plant, along with a planned $1.2 billion Central Harvest States fertilizer plant and a Menards home improvement store. Photo by Wikipedia SOUTHEASTERN REGION CLARK Clark, South Dakota, is proud to LaBrie, market president. The be called the potato king of the employees are active in Rotary, region. The town is home to Dakota Relay for Life, and volunteering for Style, which makes potato chips and county extension activities, among sunflower seeds. It’s one of the many others. The area’s main employers and its bank sponsors an “Nearly extra-crunchy accelerated reading all of our major program at the chips can be employers found all over local elementary the region. are homegrown” school. “We reward kids for The town also reading books with hosts Potato Clark Bucks that they can cash in at Days every August. the end of the year for gifts. They The festival is over deposit the “bucks” in an account 40 years old and at the library, just as they would the town goes all TOM LABRIE at a bank, so it teaches the kids out. Mr. and Mrs. about banking too. They even have Potato Head make an appearance deposit tickets,” LaBrie said. “We and participants compete in a stock a store at the school with potato sculpture contest, a parade posters, pens, movie rentals and and more. Mashed potato wrestling other fun items to purchase.” has been on the list of activities more than once and even found its La Brie has been with Dacotah way to national television one year. Bank since 1976. He has seen the Dacotah Bank is a leader in community activities, said Tom 13 population of Clark decline, but there is good news for the town, he said. “Nearly all of our major employers are homegrown. There is a stable work environment. There is good infrastructure with a strong service club sector.” SOUTHEASTERN REGION S I O U X FA L L S Dacotah Bank has four locations in Sioux Falls, South Dakota’s largest city. The bank and city have been on a roll since coming together in 1991, when Dacotah Bank opened its first branch in Sioux Falls. The cable channel CNN ranked Sioux Falls as the 45th best place in the country to live and launch a business in 2009, and Dacotah Bank’s DAVE BANGASSER sound community service approach fits the city well. growth the past thirty years. Among the city’s major employers are health care organizations. Sanford Health and Avera together employ more than 13,000 people. “The customers we serve in the Sioux Falls area are a good mix of business owners and developers and ag producers and we see our customers on a regular basis. We try to give the personal touch whenever we can. We are a partner, we work with our clients; we are not just a lender,” Bangasser said. “Cultural events are always happening in Sioux Falls; from the JazzFest in July to the holiday parade “Sioux Falls is known for its diversity in late November,” Bangasser said. of economy, from agriculture, “Our city’s downtown is a vibrant medical services and financial place for entertainment where the services to retail and cultural summer is crowded with events.” activities,” said Dave Bangasser, There is also a variety of unique Southeastern regional president. and professional shows at the Washington Pavilion and the The city, with over “We are a Orpheum Theater Center, as 160,000 people, is one of well as a Sculpture Walk in partner...we the fastest growing urban areas in South Dakota. The are not just a the downtown core area. The exhibits change yearly and census shows an increase lender.” most often reflect historical of 22 percent since 2000. significance and progressive The business landscape in Sioux Falls standards for the city. is diversified, having evolved for Employees are very active in the generations from its early years as community, Bangasser said. “We an agribusiness center. Value-added have employees who are members ag production industrial operations, of Rotary, the Shrine, Sertoma Club, state-of-the-art healthcare, and those who volunteer for the attractive retail trade, and Chamber of Commerce, the Sioux sophisticated financial services have Empire Fair, Sioux Empire Farm Show, led the community’s commercial Junior Achievement, and more.” Technology has made banking more efficient, at the same time regulations have greatly increased,” he said. “It has created a change for us in terms of compliance. The regulatory oversight does make it more difficult for the traditional, community bank model. Dacotah Bank has prioritized the investment of money and human resources to meet the challenges.” “The future will challenge us to maintain the community banking model. We are also challenged to recruit young people to the industry.” Reflecting that the past 50 years have been good for both the company and Sioux Falls, the future remains bright and he is optimistic. “With interest rate increases on the horizon, our clients are diversified and strategically positioned. They will not be greatly impacted by changes in interest rates.” The Falls in Sioux Falls, South Dakota. Photo by Wikipedia 14 SOUTHEASTERN REGION W AT E R T O W N Watertown, South Dakota (population 22,000), is situated at the intersection of Interstate 29 and Highway 212. Kip Hansen, market president, said that along with the two major highways, Watertown has a major railway system that creates a strong infrastructure for business and industry. oil paintings; every original painting since 1985 is on display. The Egyptian-Revival building, designed by Terry’s son, Charles, has several acres of beautiful grounds used as a conservation park. Other visitor attractions are Bramble Park Zoo, Codington County Heritage Museum, Lake Kampeska and Pelican Lake. The lakes are a haven for camping, fishing and boating in the summer months. Annual events include the Cookin on Kampeska BBQ CookOff Competion and the Vintiques Car Show and Hot Rod Run. The September car show event brings in over 400 vintage and classic cars. Watertown employers who employ 50 or more people include ESCO Manufacturing, Inc., Benchmark Lake Area Technical Institue in Foam, Inc., and Terex, among many Watertown has 1,800 students others. ESCO is a wholesale sign enrolled. LATI provides education manufacturer, while to those seeking a variety Benchmark makes “Providing of careers from nursing to specialty plastics excellent business to diesel technology. used as insulation, customer service Next to the new middle architectural forms, will continue to be school, the city has proposed and dock floats. what makes our to build a multipurpose In addition, Terex, headquartered in bank stand out” activity center. Hansen said if approved by the local voters, Connecticut and the facility would encompass producer of Genie brand lifts, has approximately 116,000 square feet. an equipment manufacturing plant The facility would house a statein Watertown. of-the-art work out facility, indoor Watertown has a host of recreation walking track, competitive pool, possibilities. For example, the Terry zero entry pool, racquetball courts, Redlin Art Center houses over 150 and a large amount of flat floor of Terry Redlin’s original, wildlife, space for various functions. KIP HANSEN Dacotah Bank employees volunteer for many organizations. These include the Jenkins Living Center Board, and various Chamber of Commerce committees. Hansen said they are also ahead of the game when it comes to technology. “Our employees are on the cutting edge because we understand the technological needs of the different generations whom we serve. We have to be able to respond and communicate through one-on-one conversation utilizing communication devices that our customers may be utilizing.” “While change is always going to be a part of our industry, I do think that providing excellent customer service will continue to be what makes our bank stand out.” The Terry Redlin Center in Watertown, South Dakota. 15 Photo by Wikipedia SOUTHEASTERN REGION BROOKINGS Brookings is the state’s fourth largest city and South Dakota State University is the largest institution of higher learning in the state. The city has a broad base of manufacturing. Brookings is very well situated geographically, with agriculture along the Interstate-29 corridor. The city has only three percent unemployment DAVE GIBSON and is home to Daktronics, Larson “Most of the changes in banking Manufacturing and a 3M plant to have been changes in automation name just a few. Later this year a and delivery channels – not a $130 million cheese plant from Bel significant change in the products. Brands USA, which is a part of the A checking account is still a Fromageries Bel, a family-owned checking account, even though it cheese maker headquartered in has gone paperless and people use Paris, France will begin operating debit cards instead of checks.” in Brookings. The “We have a very company makes “One of the diverse staff. We Laughing Cow and biggest assets of this offer a personal BabyBel cheeses. The touch at every area is how well the new project will bring opportunity and about 275 new jobs to university and the city offer a small cooperate to get things the area. birthday gift or done” “One of the biggest coupon to create assets of this area foot traffic. We is how well the university and have very content employees and the city cooperate to get projects they project that positive attitude accomplished. Examples are to customers and guests. Some the SDSU wellness center and a of the time-tested classic means performing arts center. It is a unique of connecting with community and great working relationship. It’s a members are still in play here. We win-win situation for the community will clip out and send articles from and university,” said Dave Gibson, the newspaper if they mention one market president. of our customers or their children.” “Dacotah Bank is a Core 20 corporate sponsor for SDSU athletics. We have a presence at Frost Arena and at the new Dykhouse football field. Employees volunteer for the United Way, Junior Achievement, Pheasants Forever, and various Chamber of Commerce committees. “We have increased competition from credit unions and other sources of financing and financial services including non-traditional internetonly banks. Looking into the future they will continue to be our primary competition but Dacotah Bank is in it for the long-haul and I’m excited about the future!” SDSU is well known for its 165-foot tall Coughlin Campanile. Photo by Wikipedia Photo by City of Brookings 16 WESTERN REGION RAPID CITY Rapid City, South Dakota, and the Black Hills depend heavily on the tourism industry, said Rick Rylance, Western regional president. “Tourism really impacts our economy. Recently, there has been a steady increase in tourism numbers,” he said. Rapid City is known as the Gateway to the Black Hills. The pine-forested RICK RYLANCE mountains are home to Mount Rushmore, Crazy Horse Memorial, and Bear Country USA. The region draws millions of visitors each year, with the majority during the summer months. The Sturgis Motorcycle Rally can bring anywhere from 350,000 to 750,000 visitors for the annual August event. Rapid City has changed since Dacotah Bank first opened here in 2000, Rylance said. “It was when the city was first starting to blossom. Land for housing and commercial enterprises was becoming available for development,” he said. The bank now has two locations in Rapid City along with a branch in Custer, South Dakota. The metropolitan Rapid City area has more than 125,000 residents. There are also more than 4,000 people connected with Ellsworth Air Force base just north of the city. There is a healthy retail sector along the interstate with much competition. As a counterpoint, there has been an effective update to downtown. Main Street Square with ice skating in the winter is popular, as is the Summer Concert Series on Thursday nights, which attracts 3,000 to 4,000 people weekly. 0ver 70 shops and 33 restaurants can be found downtown. Banking trends run hot and cold, according to Rylance. “For a time, there was a push to have a branch in every locale, such as supermarkets. I don’t see the need to have brick and mortar on every corner like we did 10 years ago,” he said. “Younger people don’t go into banks; they may as they get older as their needs change, but for now they access everything electronically.” Another continuing trend is drive-up service. “Seventy percent of our customers drive up versus those that walk in,” he said. “That has doubled in the last four to five years. People still want to come to a bank, but they don’t need to come in.” Rylance said there have been drastic changes to the banking industry since he started 36 years ago, when all transactions where done manually. “Today we are so dependent on technology. We can’t The recent recession is in the rear exist without it anymore. No doubt view mirror for Rapid City. “The today we can gather information mortgage sector has seen its and communicate bottom and we are on the “Our business upswing again,” Rylance much better through technology, but we must here is mostly said. “We see consumer remember that customer retail customers less often commercial contact is always in Rapid City, as there lending” important.” is so much competition, with entities such as credit unions Dacotah Bank’s technology is a and online banking. Our business priority of the company. “We are here is mostly commercial lending.” always updating to keep up with customer technology needs. The bank now has a presence on social media with Facebook, Twitter and LinkedIn. We have to be unafraid of new technologies,” Rylance said. The Federal Reserve has signaled that interest rates may go up at some point. “When interest rates do eventually go up, there will be a change in our deposit mix,” Rylance said. “People will be getting out of money market accounts and will go back to certificates of deposit (CDs). People may even get out of the stock market and come back to CDs. There may be some movement back to traditional savings products when interest rates start to stabilize.” © Crazy Horse Memorial Foundation 17 WESTERN REGION HETTINGER Hettinger, North Dakota is the region’s leader in health care. West River Health Services is one of the centerpieces of the community. It is rated one of the top 100 rural critical care medical units in the country. The hospital and clinic complex employs around 300 people with 14 doctors. “Luckily, 50 years ago the community leaders saw the need and started planning for it,” said market JOHN SCHERBENSKE president John Scherbenske. West River Health Services provides for 25,000 people in 25,000 square miles with eight clinics in the region. serve the large medical complex and others. Scherbenske sees growth on the horizon for the town. Hettinger is in the middle of the Tyler oil-producing formation. “Oil companies expect to open here in the next two to four years,” he said. The North Dakota Geologic Survey indicates the Tyler formation lies above the Bakken oil formation and encompasses nearly all of southwestern North Dakota and extends into South Dakota. Scherbenske, who has been in banking for 41 years, and other employees at the bank serve on various community boards, including the hospital board, the economic development commission and volunteer for high school athletics. There have been drastic changes in how banking is conducted in the last 50 years. “When I started Hettinger was founded in 1907 we had manual typewriters and along the Milwaukee Road’s full keyboard adding machines. transcontinental rail line known as With the changes technology has the Pacific Extension. The town’s brought, we are much first bank was “Oil companies more efficient. Here in opened that year Hettinger, we have as much expect to open as the Security foot traffic as we ever had. Bank of Hettinger. here in the next Our demographic is older two to four years” residents and they like to Today the town has 1,300 people, get out and about and do face-toincluding a modern airport to face business,” Scherbenske said. LEMMON The agricultural sector is as healthy Lemmon gets its name from cattle as it has ever been in Lemmon, baron G.E. Lemmon, who had one the largest fenced pastures in South Dakota, according to Travis the world at 865,000 acres. G.E. Ellison, market Lemmon also helped the railroad president. “Many find a river crossing here, so he was of our customers given naming rights to the town. are diversified with To this day, the community both crops and celebrates its beginnings with livestock. Drought the Boss Cowman Rodeo and is always a major Celebration each July. concern for our area but moisture Like many ag communities, conditions have Lemmon has seen a decrease been very good TRAVIS ELLISON in population, but the “The business they have been last few years. Strong able to counter environment commodity prices have the outflow of really helped as well,” he is healthy for a citizens, especially in said. town our size” recent years. Cattle are the “In 1950, there were 2,700 people foundation that started the town. here, now we have 1,200, but we “We do provide clients with technology solutions now with online banking and online bill pay. People are becoming so used to interacting with machines but it’s a competitive advantage for Dacotah Bank to have a live person answer the phone,” Scherbenske said. “Lutheran Social Services is using federal funding and local funding to help provide housing. We have a shortage of housing for people in critical jobs, such as medical, education and law enforcement. They are planning a 24-unit housing complex to help meet our needs. The housing rental market is maxed out.” Scherbenske said there is a wind farm project that will start this summer and could generate revenue for the local tax base. The local veterinary clinic is planning a major expansion. It’s another sign that business is good in Adams County. are slowly recovering population,” he said. “Also, the business environment is healthy for a town our size.” Wheeler Manufacturing, Inc. is headquartered in Lemmon and the largest employer in the area. The company is a jewelry manufacturer and a leading supplier for the tourism industry. There has also been some economic overflow from the Bakken oil formation in North Dakota. Ellison says there are people moving to town to be closer to their jobs in the oil fields. The commute is reasonable and Lemmon offers an affordable, safe living environment. Photo by Wheeler Manufacturing 18 WESTERN REGION DICKINSON It is no secret that business is booming in Dickinson, North Dakota. Jeff Moore, market president, said the economy around the Bakken oil formation has changed everyone’s life. Moore, who has been in banking since 1974, said it is a metamorphosis. “We will like what we see in the end, but at this point there are certain struggles.” The city is one of the fastest growing in the country. Dickinson grew by only 1,000 people in the ten years before the boom, from 2000 and 2010. In the following two years to 2012, the population surged with 10,000 new people making the city their home. Dickinson has many things to offer, Moore said. The tourism Moore said the hub of North biggest changes Dakota is nearby, are in services that with Medora and JEFF MOORE people take for Theodore Roosevelt National Park granted, such as mail and groceries. in the area. “The geography is “We don’t get mail on unique with the Badlands “In 2013, a daily basis because in the area. The people also the postal service lacks make it unique. They are there was a workers. People can huge demand very friendly, self-reliant, and work in the oil fields for independent. We are also for commercial home to Dickinson State so much more money. real estate” University.” We have trouble finding staples on the grocery The university has 2,500 students store shelves because supplies sell with emphases on agriculture, out so quickly.” teaching, nature sciences, business, and accounting. The DSU Blue Hawks compete in the NAIA athletic conference. Dickinson hosts Rough Rider Days at the beginning of July. This annual festival has a fair, parades, and expo. Dacotah Bank is a sponsor of the PRCA rodeo during Rough Rider Days. Locals and visitors can also enjoy stock car races at Southwest Speedway. Moore said Dacotah Bank in Dickinson will see the most growth in the commercial loan area. “In 2013, there was a huge demand for commercial real estate. The mortgage sector will also see growth in Dickinson.” When interest rates do return to normal levels, Moore says the Dickinson area won’t be affected. “Interest rate increases won’t affect our growth there,” he said. “The demand will be here regardless of the prices. Though, interest rate increases will bring customers back to CDs.” MOBRIDGE A bend in the Missouri River in Darrell Schlepp, market president, northern South Dakota is home said the Mobridge employees are to Mobridge. Founded as a bridge involved in about every community crossing for the railroads, it has activity. “We pride ourselves on our always been the commitment to helping out. We beginning help wherever we “We pride of the West. can. It’s what keeps ourselves on our a small community Fertile commitment to going.” croplands east of the helping out” Mobridge has seen river give some swings in way to buttes and the makeup of the community. cattle grazing in There had been a population the west. decrease, similar to what many DARRELL SCHLEPP Mobridge hosts the Sitting Bull Stampede every 4th of July. The jubilee is named for the Sioux chief who is buried just west of town. The PRCA-sanctioned event will celebrate its 70th anniversary in 2015. In addition to the rodeo action, there is a carnival, two big Main Street parades, and a fireworks display on the night of the 4th after the rodeo. It is also a very popular time for family and school reunions. 19 rural communities in rural America experienced, Schlepp said. “There has been resurgence in the last few years.” The South Dakota Game, Fish and Parks department has built a new divisional center in Mobridge to work with the thousands of people who hunt and fish that visit the area. A new National Guard Armory, hospital expansion, new high school, and city library addition have all added to the area resurgence. The town recently completed a major link in its river-front development. Main Street was renovated and extended across the railroad tracks for access down to the water. The road helps connect miles of walking and biking trails along the river. Looking back at all the changes in banking as Dacotah Bank’s holding company marks its first 50 years, Schlepp described a few. “Besides regulation, technology has been the biggest factor,” he said. “We still offer our traditional products, but the delivery has changed. It’s a faster-paced society and Dacotah Bank wants to be there for customers in any form they choose. We are here to support new technology and help customers navigate the changes.” INSURANCE INSURANCE When Dacotah Insurance opened for business 50 years ago, Lyndon Johnson had just taken over as President. The Beatles first came to America and premiered on The Ed Sullivan Show. Dacotah Insurance is an independent agency and represents a number of insurance carriers in order to deliver the proper coverage to a varied mix of business and individual needs. In 1964, the average annual income was $5,800 and gas was 25 cents per gallon. The year also brought the debut of color television and the Ford Mustang, which cost a little over $2,300. Customers have a competitive advantage at Dacotah Insurance, as they get the newest technology while still having personal service. “Insurance is a legally-binding contract, it is not just about price,” Heisler said. “It’s a complicated policy. Those individuals who are concerned about what they are getting for the money they are paying want advice on that product. We can fill that market need,” he said. TOM HEISLER Tom Heisler, senior vice president Heisler has seen the insurance of Dacotah Insurance, has seen the industry move from a paper process regional insurance market change to an electronic environment. as well. “We have changed over the years in that most branches were “With Internet connectivity, we have independent agencies. Now we are the ability to support all locations. one agency with 14 branches. With For example, if any one particular that structure, Dacotah Insurance location would be down for some can meet the specific needs of each reason such as a weather event, we community,” said Heisler, who has can move all those phone calls and been in the customer service to any “The consumer still industry for of our locations,” Heisler over 40 years. wants to do business said. “We can work from with a local agent, any location. No location Dacotah Territory someone they can go operates completely on its has a mix of and see in their office” own; it has support at the touch of a button.” economic drivers including oil production, The latest data say 14 percent of agriculture, manufacturing, tourism consumers get their insurance and many diverse locally-owned direct on the Internet. The market businesses. Individual insurance for online insurance has grown needs also vary greatly from home, steadily. Ten years ago, it was nine auto, and personal belongings to life percent. “With the figures I have and health insurance. seen, it grows at about a half to one Photo by iStockPhoto percent a year,” Heisler said. “With $255 billion of premium out there, that is a significant volume. The other 86 percent of business is still done with an insurance agent. The consumer still wants to do business with a local agent, someone they can go and see in their office. I don’t see that going away. Independent insurance agencies, like ours, continue to increase their market share.” Heisler said insurance is cyclical. “There are times we will see rates increase, conversely, there are times we will see a decrease. Over the time I have been in the insurance business, I have seen about five cycles, where prices go back and forth. Insurance premiums are also affected by the overall economy. Insurance companies do depend on investment income and this has a direct effect on the premiums they charge.” Dacotah Insurance is a Trusted Choice independent agency. Agents and account managers are able to shop for the finest protection at the best value from a number of companies. 20 TRUST TRUST Today, more banks are looking to non-interest income to comprise a larger part of their financial picture. Dacotah Bank’s trust and wealth management department has experienced dramatic growth in recent years and is becoming a significant contributor to higher earnings for Dacotah Banks, Inc., as a source of noninterest income. Leveraging South Dakota’s favorable regulatory, trust, and tax environment, trust and wealth management now exceeds $600 STEVEN SCHAEFFER management department. This million in assets. “Dacotah Bank unique service is a situation in which can do so much under one roof, from banking to a wealthy family uses insurance and wealth “Dacotah Bank can an irrevocable trust management” said do so much under with Dacotah Bank Steven Schaeffer, J.D., as trustee working in one roof, from senior vice president concert with a family insurance to wealth investment advisor. of trust and wealth management” management for “Since South Dakota Dacotah Bank. He has such a favorable indicated that trust and wealth tax environment and as we have management touches on essentially witnessed unprecedented growth five services – Money management in the value of farm land here in the for individuals, families, and Midwest, the department is fielding businesses several inquiries a month from families and investment advisors • Management of farm, ranch, alike on the use of directed trusts. and mineral rights assets including nearly 70,000 acres in the Dakotas and Minnesota • Estate settlement serving as personal representative to protect and preserve a family’s legacy • Estate planning guidance on estate planning concepts, tools, and techniques • Directed trust management; a collaboration with a client’s investment advisor The South Dakota directed trust business now comprises a significant portion of new business for Dacotah Bank’s trust and wealth Schaeffer attributes the growth and success of Dacotah Bank’s trust and wealth management department to the individual and collective efforts of the wealth management team. “We have a hands-on team approach that relies on managing client relationships and everyone plays a role. In addition, every member specializes in providing a trust service unique to their gifts and abilities. Our vision at Dacotah Bank’s trust and wealth management department calls for controlled growth, increased profitability, and to become a more significant presence in Dacotah Bank’s footprint.” Oil rig used in the Bakken oil fields 21 Photo by iStockPhoto Photo submitted by Kristen Fauth, Aberdeen, SD 22 FINANCIAL STATEMENTS Independent Auditor’s Report The Stockholders and Board of Directors Dacotah Banks, Inc. Aberdeen, South Dakota Independent Auditor’s Report Report on the Financial Statements Auditor’s ReportBanks, Inc. and subsidiaries, which comprise the We have audited the accompanying consolidated Independent financial statements of Dacotah consolidatedThe balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive Stockholders and Board of Directors income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and the Dacotah Banks, Inc. Stockholders and Board of Directors related notesThe to the financial statements. Aberdeen, South Dakota Dacotah Banks, Inc. Aberdeen, South Dakota Management’s Responsibility for the Financial Statements ManagementWe is have responsible for preparation and fair presentation of sheets these consolidated financial statements in accordance with audited thetheaccompanying consolidated balance of Dacotah Banks, Inc. and subsidiaries accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders’ We have audited the accompanying consolidated balance sheets of Dacotah Banks, Inc. and subsidiaries of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material equity, and cash flows for each of the years in the three-year period ended December 31, 2011. These as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders’ misstatement, whether due to fraud or error. consolidated financial statements are the responsibility of the Company’s management. Our responsibility equity, and cash flows for each consolidated of the years financial in the three-year period is to express an opinion on these statements basedended on ourDecember audits. 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility Auditor’s Responsibility is to express an opinion on these consolidated financial statements based on our audits. Our responsibility is to express an opinion on these consolidated financial statements based on our in audits. We conducted We conducted our audits in accordance with auditing standards generally accepted the United States ofour audits in accordance with auditing standards generally accepted inplan the United States ofthe America. require that weabout plan and perform America. Those standards require that we and perform audit toThose obtainstandards reasonable assurance We conducted our audits in accordance with auditingmisstatement. standards generally accepted in examining, the Unitedmisstatement. States of An audit the audit to obtain reasonable assurance about whether financial statements areincludes free from material whether the financial statements are freethe ofconsolidated material An audit on a test America. Those standards require that we plan and perform the audit to obtain reasonable assurance about involves performing procedures to obtain audit amounts and in thestatements, consolidatedassessing financial statements. The basis, evidence supporting the evidence amountsabout and the disclosures in disclosures the financial the whether the principles financial statements are freeincluding of material Anrisks auditofincludes examining, onofathe test procedures selected depend on the auditor’s judgment, the misstatement. assessment the material misstatement accounting used and significant estimates made byofmanagement, as well as evaluating theconsolidated basis, supporting amounts andthose disclosures in audits the the financial statements, assessing the financial statements, whether due to fraud presentation. orthe error. In making riskthat assessments, auditor aconsiders internal relevant to the overall evidence financial statement We believe our provide reasonable basiscontrol for our accounting principles used and significant estimates made by management, as well as evaluating the entity’s preparation opinion.and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate overall financial statement presentation. that our audits providepolicies a reasonable basis our in the circumstances. An audit also includes evaluatingWe thebelieve appropriateness of accounting used and thefor reasonableness of opinion. significant accounting estimates by management, well as evaluating overallpresent presentation In our opinion, the made consolidated financialasstatements referred the to above fairly,ofintheallconsolidated material financial statements. respects, the financial position of Dacotah Banks, Inc. and subsidiaries as of December 31, 2011 and In ourand opinion, the consolidated financial statements referred to above in all material 2010, the results of their operations and their cash flows for each of thepresent years infairly, the three-year period respects, the financial position of Dacotah Banks, Inc. and subsidiaries as of December 31,the 2011 and We believe that the December audit evidence haveinobtained is sufficient and appropriate to provide a basisaccepted for our audit opinion. ended 31, we 2011, conformity with accounting principles generally in United 2010, and the results of their operations and their cash flows for each of the years in the three-year period States of America. Opinion ended December 31, 2011, in conformity with accounting principles generally accepted in the United States ofconsolidated America. In our opinion, financial statements referred to above present fairly, in all material respects, the financial We the have also audited in accordance with attestation standards established by the American Institute of position of Dacotah Banks, Inc. and subsidiaries as of December 2013 Inc.’s and 2012, and the resultsover of their operations and their Certified Public Accountants, Dacotah 31, Banks, internal control financial reporting as cash of flows for We have auditedbased in accordance with attestation established by the Americanissued Institute of each of the years in thealso three-year period ended December 31, 2013, instandards accordance with accounting principles generally in the December 31, 2011, on criteria established in Internal Control-Integrated Framework by accepted the Certified Public Accountants, Dacotah Banks, Inc.’s internal control over financial reporting of United States of America. Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report as dated December 31, 2011, based on criteria established Other Matter March 30, 2012, expressed an unqualified opinion.in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and Institute our report We have also examined, in accordance with attestation standards established by the American of dated Other Matter March 30, 2012, expressed an unqualified opinion. Certified Public Accountants, Dacotah Banks, standards Inc.’s internal control financial reporting as Public of We have also examined, in accordance with attestation established by theover American Institute of Certified Accountants, December 31, Inc.’s 2013, basedcontrol on criteria established in the Internal Control-Integrated Framework Dacotah Banks, internal over financial reporting as of1992 December 31, 2013, based on criteria established in the 1992 Internal issued by the Committee of issued Sponsoring Organizations of the Treadway Commission (COSO), and our (COSO), and our Control-Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission report 2014, expressed an unqualified opinion. reportdated datedApril April14,14, 2014, expressed an unqualified opinion. Aberdeen, South Dakota March 30, 2012 Aberdeen, South Dakota March 30, 2012 Aberdeen, South Dakota April 14, 2014 w ww .ei de bai ll y .com 24 Second Ave. S.W. | P.O. Box 430 | Aberdeen, SD 57402-0430 | T 605.225.8783 | F 605.225.0508 | EOE 1 24 Second Ave. S.W. | P.O. Box 430 | Aberdeen, SD 57402-0430 | T 605.225.8783 | F 605.225.0508 | EOE 1 w ww .ei de bai ll y .com 23 FINANCIAL STATEMENTS Consolidated Balance Sheets DECEMBER 31, 2013 AND 2012 (Dollar Amounts in Thousands) 2013 2012 ASSETS Cash and cash equivalents Cash due from banks $67,333 $ 87,850 Interest-bearing deposits in bank 36,30023,500 Total cash and cash equivalents Interest-bearing deposits in banks Securities Loans held for sale Loans, net of allowance for loan losses Interest receivable Premises and equipment, net Foreclosed assets Investment in life insurance contracts Goodwill Intangible assets Prepaid FDIC assessment Other assets Total assets 103,633 111,350 11,094 5,788 332,519 357,818 866 3,819 1,539,558 1,470,511 17,810 17,327 45,570 43,222 3,252 2,452 35,41033,552 6,4976,258 3,184 2,094 - 2,480 11,429 8,382 $2,110,822 $ 2,065,053 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Deposits $1,860,232 $ 1,825,560 Borrowings 20,000 21,005 Interest payable 3,372 5,283 Accrued expenses and other liabilities 15,482 13,641 Total liabilities 1,899,086 1,865,489 STOCKHOLDERS’ EQUITY Common stock, $4 par value; 5,000,000 shares authorized, 1,428,598 shares issued and outstanding Capital surplus Retained earnings Accumulated other comprehensive income Treasury stock, 306,156 shares in 2013 and 312,346 shares in 2012, at cost 5,714 5,714 11,545 10,704 207,285 192,483 (1,374) 2,283 Total stockholders’ equity 211,736 199,564 Total liabilities and stockholders’ equity (11,434) $ 2,110,822 (11,620) $ 2,065,053 See Notes to Consolidated Financial Statements 24 FINANCIAL STATEMENTS Consolidated Statements of Income YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 (Dollar Amounts in Thousands) 201320122011 INTEREST INCOME Loans $ 78,063 $ 79,398 $ 81,354 Securities Taxable 3,661 4,133 4,202 Exempt from federal income taxes 1,089 1,038 884 Deposits in banks 82 88 104 Federal funds sold 98 145 112 82,993 84,80286,656 INTEREST EXPENSE Deposits 8,983 15,344 19,211 Borrowings 624 711 791 9,607 16,055 20,002 NET INTEREST INCOME 73,386 68,747 66,654 PROVISION FOR LOAN LOSSES 5,250 6,750 5,300 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 68,136 61,997 61,354 NON-INTEREST INCOME Income from fiduciary activities 1,778 1,202 912 Service charges on deposit accounts 3,849 3,956 4,259 Insurance commissions 4,169 4,068 3,889 Fees on sale of residential mortgages 1,660 2,634 1,897 Other income 5,223 4,109 4,152 16,679 15,969 15,109 NON-INTEREST EXPENSES Salaries and employee benefits 35,316 31,692 30,776 Occupancy, net 4,372 3,967 3,896 Furniture and equipment 2,292 2,176 1,965 FDIC assessment 1,385 310 2,911 Other expenses 13,342 12,438 11,397 56,707 50,583 50,945 INCOME BEFORE INCOME TAXES 28,108 27,383 25,518 INCOME TAX EXPENSE 9,726 9,259 8,972 NET INCOME $ 18,382 $ 17,854 $ 16,546 PER SHARE OF COMMON STOCK Net income - basic $ 16.43 $ 16.03 $ 14.87 3.20 $ 3.00 $ 2.60 Cash dividends declared See Notes to Consolidated Financial Statements. 25 $ FINANCIAL STATEMENTS Consolidated Statements of Income (continued) NET INCOME 201320122011 $ 18,382 $ 17,854 $ 16,546 OTHER COMPREHENSIVE INCOME Unrealized gains on securities: Unrealized holding gains arising during period (5,644) 689 4,094 Tax expense 1,987 (241) (1,433) Other comprehensive income (3,657) 448 2,661 Comprehensive Income $14,725 $18,302 $19,207 26 FINANCIAL STATEMENTS Consolidated Statements of Stockholders’ Equity YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 (Dollar Amounts in Thousands) BALANCE, DECEMBER 31, 2010 $ 167,725 CommonCapital Stock Surplus $ 5,714 $ 9,876 Net income 16,546 - - Other comprehensive loss 2,661 - - Executive incentive stock awards 160 - 122 Purchase of treasury stock, net (116) - 190 Cash dividend declared, $2.60 per share (2,894) - - BALANCE, DECEMBER 31, 2011 184,082 Net income 17,854 Other comprehensive income 448 5,714 10,188 - - - - Executive incentive stock awards 319 - 242 Sale of treasury stock, net 205 - 274 Cash dividend declared, $3.00 per share (3,344) - - BALANCE, DECEMBER 31, 2012 199,564 5,714 10,704 Net income 18,382 - - Other comprehensive income (3,657) - - Executive incentive stock awards 320 - 242 Sale of treasury stock, net 707 - 599 Cash dividend declared, $3.20 per share (3,580) - - BALANCE, DECEMBER 31, 2013 See Notes to Consolidated Financial Statements. 27 Total $ 211,736 $ 5,714 $ 11,545 FINANCIAL STATEMENTS Consolidated Statements of Stockholders’ Equity (continued) Retained Earnings Accumulated OtherShares Comprehensive Treasury Income (Loss) Stock Common Treasury $ 164,321 $ (826) $ (11,360) 16,546-- - - - - 38 - - - - - - - 2,661 - - - - (306) (2,894)-- 177,973 1,835 316 - 1,429 (11,628) 1,429 316 17,854-- - - - 448 - - - - - 77 - (4) - - (69) - - - - 1,429 312 - (3,344) - 192,483 2,283 (11,620) 18,382 - - - - - (3,657) - - - - - 78 - (6) - - 108 (3,580)-- 207,285 (1,374) (11,434) - - - - 1,429 306 28 FINANCIAL STATEMENTS Consolidated Statements of Cash Flows YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 (Dollar Amounts in Thousands) 201320122011 OPERATING ACTIVITIES Net income $ 18,382 $ 17,854 $ 16,546 Adjustments to reconcile net income to net cash from operating activities: Provision for loan losses 5,250 6,750 5,300 Depreciation and amortization 7,018 6,896 6,924 Executive incentive stock awards 320 319 160 Provision for deferred income taxes (1,448) (390) (832) Loss on sale of premises and equipment and foreclosed assets 217-Increase in cash surrender value of life insurance (1,095)(1,206) (498) Decrease (increase) in loans held for sale 2,953 (932) 995 (Increase) decrease in interest receivable (261) 1,037 1,993 Decrease in other assets, net 2,754 1,144 2,587 Decrease in interest payable (1,941) (1,416) (1,679) Increase (decrease) in accrued expenses and other liabilities 1,749 3,089 (819) Net cash from operating activities 33,898 33,145 30,677 INVESTING ACTIVITIES Proceeds from maturities and calls of securities available for sale and interest-bearing deposits with banks 127,731 171,471 147,271 Purchases of securities available for sale and interest-bearing deposits with banks (95,336) (206,875) (190,140) Net increase in loans (63,181) (115,328) (27,557) Proceeds from sale of premises and equipment 108-- Purchases of premises and equipment (4,388) (3,128) (3,695) Sale of foreclosed assets, net 1,423 540 1,122 Purchase of investment in life insurance contracts -(24,800) Purchase of subsidiary bank, net of cash acquired (3,063)-Purchase of subsidiary insurance agency, net of cash aquired (575) -Net cash used by investing activities (37,281) (178,120) (72,999) FINANCING ACTIVITIES Increase in non-interest-bearing deposits, net 16,222 123,879 Increase in interest-bearing deposits, net 64,512 104,677 Decrease from issuance of certificates of deposit, net (81,268) (82,416) Repayments of borrowings (1,005) (4,004) Sale (purchase) of treasury stock, net 707 205 Dividends paid to stockholders (3,580) (3,344) Net cash from financing activities (4,412) 138,997 NET CHANGE IN CASH AND CASH EQUIVALENTS 41,033 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 111,350 117,328 76,295 See Notes to Consolidated Financial Statements. 29 (36,327) (5,419) (116) (2,894) 83,355 (5,978) CASH AND CASH EQUIVALENTS, END OF YEAR (7,795) 62,423 65,688 $ 103,555 $ 111,350 $ 117,328 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements NOTE 1 – PRINCIPAL ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES Principal Business Activity Dacotah Banks, Inc. (Company) is a one-bank holding company and provides a full range of banking services to individuals and businesses through its market banks in Aberdeen, Brookings, Clark, Custer, Faulkton, Lemmon, Mobridge, Rapid City, Sioux Falls, Sisseton,Watertown, and Webster, South Dakota, and Dickinson, Hettinger, Minot, Rolla, and Valley City, North Dakota, and Morris, Minnesota. Trust services are provided to individuals and businesses in the South Dakota locations. General insurance operations are conducted in fifteen of the thirty-three banking offices. The Company’s primary deposit products are demand deposits and certificates of deposit, and its primary lending products are commercial, agricultural, real estate mortgage and consumer loans. Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary bank and companies. All significant intercompany accounts and transactions have been eliminated in consolidation. The subsidiary bank and companies employ, in all material respects, similar accounting policies. Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses. Significant Group Concentrations of Credit Risk Most of the Company’s loans are with customers primarily in South Dakota and North Dakota. Concentrations of credit are present in the agricultural industry. Due to the pervasive nature of agriculture in the economy of the Dakotas, all loans, regardless of type, are impacted by agriculture. Loans for agricultural purposes comprised approximately 43% of total loans as of December 31, 2013 and 2012. Cash and Cash Equivalents For purposes of the statement of cash flows, cash and cash equivalents include cash and balances due from banks, federal funds sold and interest-bearing deposits in banks, all of which have original maturities of three months or less. Interest-Bearing Deposits in Banks Interest-bearing deposits in banks that are not classified as cash and cash equivalents mature within five years and are carried at cost. Securities The Company’s securities are all classified and accounted for as securities available for sale. Securities classified as available for sale are those debt securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Securities available for sale are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains or losses on the sale and calls of securities are recorded on the trade date and are determined using the specific identification method. The Company is required to hold Federal Reserve Bank stock in order to be a member of the Federal Reserve Bank System and, because of its borrowing arrangement with the Federal Home Loan Bank; the Company is required to own Federal Home Loan Bank stock. Since their ownership is restricted, these securities are carried at cost and evaluated periodically for impairment. The Company adheres to required recognition and presentation of other-than-temporary impairment. The guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not, the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. 30 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Fair Value Measurements The Company determined the fair value of certain assets in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under generally accepted accounting principles. FASB ASC Topic 820 defines fair value as the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. FASB ASC Topic 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. FASB ASC Topic 820 also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset. Level 3 inputs are unobservable inputs related to the asset. Loans Held for Sale Loans originated and intended for sale in the secondary market are carried at the 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. Loans Loans are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses and unearned discount. Interest income is accrued on the unpaid principal balance. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in process of collection. Past due status is based on contractual terms of the loan. Loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All current year interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income. All prior year interest accrued but not collected is charged-off against the allowance for loan losses. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Company has determined that the accounting for nonrefundable fees and costs associated with originating or acquiring loans does not have a material effect on their financial statements. As such, these fees and costs have been recognized during the period they are collected and incurred, respectively. Allowance for Loan Losses The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical chargeoff experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments can be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. 31 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral in the loan if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are subject of a restructuring agreement due to financial difficulties of the borrower. The general component relates to loans that are not classified as impaired. For those loans are not classified as impaired, an allowance is established for each portfolio segment, based on historical losses adjusted for the effects of qualitative or environmental factors that are likely to cause estimated credit losses associated with the institution’s existing portfolio to differ from historical loss experience. Qualitative and environmental factors include the following: changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off and recovery practices; changes in national, regional and local economic and business conditions and developments that affect the collectibility of the portfolio; changes in the nature and volume of the portfolio and in the terms of loans; changes in the experience, ability and depth of lending management and other relevant staff; changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans; changes in the quality of the institution’s loan review system; changes in the value of underlying collateral for collateral-dependent loans; the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the institution’s existing portfolio. Portfolio segments identified by the Company include commercial, commercial real estate, agricultural, residential real estate, and consumer loans. Relevant risk characteristics for these portfolio segments generally include debt service coverage, loan-to-value ratios and financial performance on commercial, commercial real estate and agricultural loans and credit scores, debt-to income, collateral type and loan-tovalue ratios for residential real estate and consumer loans. Credit Related Financial Instruments In the ordinary course of business, the Company has entered into commitments to extend credit and standby letters of credit. Such financial instruments are recorded when they are funded. Transfers of Financial Assets Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company – put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. Investment in Life Insurance Contracts Investment in life insurance contracts is stated at cash surrender value of various insurance policies. The income of the investment is included in non-interest income.The life insurance policies are intended to provide funding for salary continuation contracts for executive officers of the Company and its subsidiaries. 32 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation for buildings and improvements is provided generally by the straight-line method based on estimated useful lives of 10 to 50 years. Depreciation for furniture, fixtures and equipment is provided generally by the double-declining balance method based on estimated useful lives of five to seven years. Foreclosed Assets Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the lower of the unrecovered loan balance or fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. Goodwill and Other Intangible Assets Intangible assets consist of goodwill and core deposits associated with the acquisition of banks and insurance agencies. Goodwill is not subject to amortization. Core deposits are amortized on an accelerated basis over 10 to 15 years.The Company assesses goodwill for impairment annually, and more frequently in certain circumstances. Goodwill is assessed for impairment on a reporting unit level by applying a fair-value-based test using discounted estimated future net cash flows. Impairment exists when the carrying amount of the goodwill exceeds its implied fair value. Income Taxes The Company and its subsidiaries file a consolidated federal income tax return. The Company files separate state income tax returns. It is the policy of the Company to allocate federal income taxes or credits to each subsidiary on the basis of the subsidiary’s taxable income or loss included in the consolidated return. The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50%; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes interest and penalties on income taxes as a component of income tax expense. Advertising Costs Advertising costs are expensed as incurred. Comprehensive Income The Company recognizes and includes revenue, expenses, gains and losses in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. 33 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Earnings per Common Share Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Earnings per common share have been computed based on the following: 201320122011 Average number of common shares outstanding (in thousands) 1,119 1,114 1,113 NOTE 2 - ACQUISITION OF DONNELLY BAUCSHARES, INC. AND UNITED FARMERS & MERCHANTS STATE BANK On September 13, 2013, Dacotah Banks, Inc. purchased 100% of the outstanding common stock of Donnelly Bancshares, Inc., a one bank holding company. Donnelly Bancshares, Inc. had one wholly-owned subsidiary, United Farmers & Merchants State Bank (UFMSB). Donnelly Bancshares, Inc. was merged into Dacotah Banks, Inc. and UFMSB was merged into Dacotah Bank. Both mergers were tax-free liquidations. The acquisition initiated the Company's presence into Minnesota. The cash purchase price was allocated to the fair values of acquired assets and liabilities as follows: Assets Acquired Cash and due from banks Federal funds sold Certificates of deposit Securities and FHLB stock Loans Interest receivable Premises and equipment, net Other assets Core deposit intangible Goodwill Liabilities Acquired Deposits Interest payable Accrued expenses and other liabilities Total purchase price $ 2,000 7,558 4,308 8,972 13,538 222 1,907 801 1,104 94 40,504 (35,206) (30) (205) (35,441) $ 5,063 The identified core deposit intangible will be amortized on a sum of the years digits basis over 50 months, resulting in amortization in 2013 of $128. In conjunction with this acquisition, the Company acquired certain loans for which there was evidence of deterioration of credit quality since origination and for which it was probable that not all contractually required payments would be collected.These loans were recorded at their estimated net fair value as follows: Contractually required payments Credit quality discount Cash flows expected to be collected Accretable yield discount Fair value of loans acquired $ 13,872 (139) 13,733 (195) 13,538 34 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) On September 13, 2013, Dacotah Bank purchased 100% of the outstanding common stock of United American Agency, LLC, a company licensed and operating as an insurance agency in Minnesota. The company was owned 100% by UFMSB and was acquired at the same time as UFMSB. The cash purchase price was allocated to the fair values of acquired assets and liabilities as follows: Assets Acquired Cash and due from banks Other assets Insurance files Goodwill Liabilities Acquired Accrued expenses and other liabilities Total purchase price $ 119 152 381 155 807 (113) $ 694 The insurance files intangible will be amortized on the straight line basis over 10 years. The accompanying consolidated financial statements include the operations for United Farmers & Merchants State Bank and United American Agency, LLC for the period from acquisition to December 31, 2013. 35 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 3 – RESTRICTION ON CASH AND DUE FROM BANKS Based on the type and amount of deposits received, the Company must maintain an appropriate amount of noninterest bearing cash balances in accordance with Federal Reserve Bank reserve requirements. The total of those reserve requirements was satisfied with vault cash. NOTE 4 - SECURITIES Debt and equity securities have been classified in the consolidated balance sheet according to management’s intent. The carrying amounts of securities as of December 31, 2013 and 2012 consist of the following: Securities available for sale, at fair value Investments in government corporations, at cost 2013 2012 $ 321,715 10,804 $ 332,519 $ 347,206 10,612 $ 357,818 The amortized cost and fair value of securities available for sale with gross unrealized gains and losses are as follows: GrossGross AmortizedUnrealizedUnrealized Fair Cost Gains LossesValue DECEMBER 31, 2013 Securities Available For Sale U.S. Government And Federal Agency $ 218,912 State And Municipal 56,151 Mortgage-Backed 47,811 Other 973 $ $ 323,847 564 $ 2,396 $ 217,080 475 368 56,258 313 720 47,404 - - 973 $ 1,352 $ 3,484 $ 321,715 DECEMBER 31, 2012 Securities Available For Sale U.S. Government And Federal Agency $ 239,990 $ State And Municipal 50,512 Mortgage-Backed 51,962 Other 1,230 1,866 $ 1,176 735 - 103 $ 241,753 123 51,565 39 52,658 - 1,230 3,777 265 $ 343,694 $ $ $ 347,206 Investment securities with a carrying value of $179,088 and $175,577 as of December 31, 2013 and 2012, respectively, were pledged to secure public deposits and for other purposes required by law. 36 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The amortized cost and fair value of debt securities by contractual maturity at December 31, 2013 follows: Amortized Cost Within one year $ Over one through five years Over five through ten years Over ten years Fair Value 75,357 $ 197,675 37,971 12,844 $ 323,847 75,748 196,227 37,325 12,415 $ 321,715 Mortgage-backed obligations are included in the preceding table based on management’s estimates of remaining life, after considering prepayments. There were no sales of securities during 2013, 2012 and 2011. Information pertaining to securities with gross unrealized losses at December 31, 2013 and 2012 aggregated by investment category and length of time that individual securities have been in a continuing loss position follows: Less Than Twelve Months Over Twelve Months Gross Gross Unrealized Fair Unrealized Fair LossesValueLossesValue DECEMBER 31, 2013 Securities available for sale Agencies $ 2,290 $ 113,812 $ 106 $ 7,929 State and municipal 270 15,944 98 1,699 Mortgage backed484 22,602236 4,696 $ 3,044 $ 152,358 $ 440 $ 14,324 Less Than Twelve Months Over Twelve Months Gross Gross Unrealized Fair Unrealized Fair LossesValueLossesValue DECEMBER 31, 2012 Securities available for sale Agencies $ 103 $ 41,609 $ - $ State and municipal 40 10,883 83 468 Mortgage backed 38 13,810 1 1,652 $ 181 $ 66,302 $ 84 $ 2,120 At December 31, 2013, seven state and municipal securities and four mortgage backed securities had unrealized losses with aggregate depreciation of 5% or more from the Company’s amortized cost basis caused by interest rate changes. At December 31, 2012, three securities had unrealized losses with aggregate depreciation of 5% or more from the Company’s amortized cost basis caused by interest rate changes. In analyzing an issuer’s financial condition, management considers whether the securities are issued by federal, state, and municipal governments or their agencies; whether downgrades by bond rating agencies have occurred; and industry analysts’ reports. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-thantemporarily impaired. 37 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 5 - LOANS A summary of the balances of loans follows: 2013 2012 Commercial $ 245,371 $ 240,515 Commercial real estate 308,716 288,728 Agricultural 676,008634,982 Residential real estate 274,990 262,340 Consumer 56,043 62,838 Total loans 1,561,128 1,489,403 Allowance for loan losses (21,270) (18,892) Accretable yield discount (161) Credit quality discount (139) Total loans, net $1,539,558 $ 1,470,511 Extension of agricultural credit is the primary lending activity of the Company.The Company generally requires collateral on all agricultural loans. Collateral typically consists of livestock, feed, grain, machinery and farmland. The Company has maintained a diversified loan portfolio. At December 31, 2013 and 2012, there were no customer loan concentrations that exceeded 1.5% of total loans. However, a substantial portion of the Company’s customers’ ability to honor their loan agreements is influenced by the agricultural economy. Total loans to directors, executive officers and principal stockholders of the Company’s common stock including their affiliates were $3,197 and $3,259 at December 31, 2013 and 2012. Management believes that such loans were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral as those prevailing at the same time for comparable transactions with other customers and do not represent more than a normal risk of collection. Included in loans are overdrafts of $3,686 and $2,700 as of December 31, 2013 and 2012, respectively. Changes in the allowance for loan losses are as follows: 2013 2012 2011 Balance, beginning of year $ 18,892 $ 18,180 $ 16,039 Provision for loan losses 5,250 6,750 5,300 Recoveries 598 724 360 Loans charged off (3,470) (6,762) (3,519) Balance, end of year $ 21,270 $ 18,892 $ 18,180 38 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The following table presents the activity in the allowance for loan losses for the years ended December 31, 2013 and 2012 and the recorded investment in loans and impairment methods as of December 31, 2013 and 2012 by portfolio segment. Commercial Residential DECEMBER 31, 2013 Commercial Real Estate Agricultural Real Estate Consumer Total Allowance for Loan Losses Balance, beginning of year $ 4,915 $ 5,290 $ 3,788 $ 3,354 $ 1,545 $ 18,892 Provision for loan losses 2,512 380 1,164 1,348 (154) 5,250 Loans charged off (2,010) (271) (232) (716) (241) (3,470) Recoveries 185 4 147 154 108 598 Balance, end of year $ 5,602 $ 5,403 $ 4,867 $ 4,140 $ 1,258 $ 21,270 Individually evaluated for impairment $ 2,333 $ 553 $ 443 $ 2,289 $ 217 $ 5,835 Collectively evaluated for impairment 3,269 4,850 4,424 1,851 1,041 15,435 Balance, end of year $ 5,602 $ 5,403 $ 4,867 $ 4,140 $ 1,258 $ 21,270 $ 9,298 $ 9,489 $ 19,948 $ 11,278 $ 463 $ 50,476 Loans 39 Individually evaluated for impairment Collectively evaluated for impairment 236,073 299,227 656,060 263,712 55,580 1,510,652 Balance, end of year 245,371 308,716 676,008 274,990 56,043 $ $ $ $ $ $ 1,561,128 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Commercial Residential DECEMBER 31, 2012 Commercial Real Estate Agricultural Real Estate Consumer Total Allowance for Loan Losses Balance, beginning of year $ 4,929 $ 5,167 $ 3,462 $ 3,014 $ 1,608 $ 18,180 Provision for loan losses 1,901 249 572 3,765 263 6,750 Loans charged off (2,006) (131) (382) (3,772) (471) (6,762) Recoveries 91 5 136 347 145 724 Balance, end of year $ 4,915 $ 5,290 $ 3,788 $ 3,354 $ 1,545 $ 18,892 Individually evaluated for impairment $ 2,105 $ 986 $ 88 $ 2,243 $ 408 $ 5,830 Collectively evaluated for impairment 2,810 4,304 3,700 1,111 1,137 13,062 Balance, end of year $ 4,915 $ 5,290 $ 3,788 $ 3,354 $ 1,545 $ 18,892 $ 9,106 $ 8,209 $ 15,903 $ 12,948 $ 945 $ 47,111 Loans Individually evaluated for impairment Collectively evaluated for impairment 231,409 280,519 619,079 249,392 61,893 1,442,292 Balance, end of year 240,515 288,728 634,982 262,340 62,838 $ $ $ $ $ $ 1,489,403 Credit Quality Indicators The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt including current financial information, historical payment experience, collateral adequacy, credit documentation, public information, current economic trends, and other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as commercial real estate, agricultural real estate, commercial and agricultural loans. This analysis is performed on an ongoing basis as new information is obtained. The Bank uses the following definitions for risk ratings: Pass – Loans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the paying capacity, the current net worth, and the value of the loan collateral of the obligor. Watch – Loans classified as watch possess potential weaknesses that require management attention, but do not yet warrant adverse classification. While the status of a loan placed in this classification may not technically trigger a classification as substandard or doubtful, it is considered a proactive way to identify potential issues and address them before the situation deteriorates further and does result in a loss for the Bank. Substandard – Loans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Substandard loans have a well-defined weakness or weaknesses that jeopardize the repayment of the credit as originally contracted. They are characterized by the distinct possibility that the Bank will sustain a loss if the deficiencies are not corrected. 40 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Doubtful – Loans classified as doubtful have the weaknesses of those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans in this category are allocated a specific reserve based on the estimated discounted cash flows from the loan (or collateral value less cost to sell for collateral dependent loans) or are charged off if deemed uncollectible. Based on the most recent analysis performed, the risk category of loans by portfolio segment as of December 31, 2013 and 2012 was as follows: Credit risk profile by internally assigned grade – Commercial, Commercial Real Estate and Agricultural Pass Watch SubstandardDoubtful Total DECEMBER 31, 2013 Commercial $ 220,047$19,675$ 5,340$ 309$ 245,371 Commercial Real Estate 292,500 12,5153,701 - 308,716 Agricultural 609,161 54,487 12,301 59 676,008 $ 1,121,708$86,677$21,342$ 368$ 1,230,095 Pass Watch SubstandardDoubtful Total DECEMBER 31, 2012 Commercial $ 198,021$33,860$ 8,117$ 517$ 240,515 Commercial Real Estate 229,385 50,9858,358 - 288,728 Agricultural 532,726 89,235 12,788 233 634,982 $ 960,132$ 174,080$29,263$ 750$ 1,164,225 Credit risk profile by class based on payment activity – Residential and Consumer Residential real estate and consumer loans are managed on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days or more or are not accruing interest are considered nonperforming. The following table presents the recorded investments in residential real estate and consumer loans based on payment activity as of December 31, 2013 and 2012: Non Performingperforming Total DECEMBER 31, 2013 Residential Real Estate$ 270,162$ 4,828$ 274,990 Consumer 55,765 278 56,043 $ 325,927$ 5,106$ 331,033 Non Performingperforming Total DECEMBER 31, 2012 Residential Real Estate$ 256,276$ 6,064$ 262,340 Consumer 62,397 441 62,838 $ 318,673$ 6,505$ 325,178 41 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The following tables summarize the aging of the past due loans by portfolio segment as of December 31, 2013 and 2012: Still Accruing 30-89 Days Over 90 Days Nonaccrual DECEMBER 31, 2013 Past Due Past Due Balance Commercial$ 765$ 86$ 3,880 Commercial Real Estate 153 -1,765 Agricultural 741 1342,272 Residential Real Estate2,741 1964,632 Consumer 430 18 260 Total$ 4,830$ 434$12,809 Still Accruing 30-89 Days Over 90 Days Nonaccrual DECEMBER 31, 2012 Past Due Past Due Balance Commercial$ 957$ 36$ 3,544 Commercial Real Estate1,251 3173,808 Agricultural1,252 1383,115 Residential Real Estate1,977 1425,922 Consumer 605 42 398 Total$ 6,042$ 675$16,787 The following table summarizes individually impaired loans by portfolio sement as of December 31, 2013 and 2012: UnpaidAverage Interest RecordedPrincipal Related RecordedIncome DECEMBER 31, 2013 Investment Balance (1) Allowance Investment Recognized With no related allowance recorded Commercial $ 2,947$ 2,947$ Commercial Real Estate6,2006,200 Agricultural 17,982 17,982 Residental Real Estate4,1814,181 Consumer 66 66 -$ 3,531$ -5,217 - 17,285 -4,804 - 243 - -$31,080$ - $31,376$31,376$ UnpaidAverage Interest RecordedPrincipal Related RecordedIncome DECEMBER 31, 2013 Investment Balance (1) Allowance Investment Recognized With an allowance recorded Commercial $ 6,351$ 6,595$ 2,333$ 7,095$ Commercial Real Estate3,2893,333 5533,805 Agricultural1,9662,119 4431,776 Residental Real Estate7,0977,5092,2897,599 Consumer 397 426 217 553 - - $19,100$19,982$ 5,835$20,828$ (1) Represents the borrower’s loan obligation, gross of any previously charged-off amounts. 42 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) UnpaidAverage Interest RecordedPrincipal Related RecordedIncome DECEMBER 31, 2012 Investment Balance (1) Allowance Investment Recognized With no related allowance recorded Commercial $ 4,428$ 4,428$ Commercial Real Estate1,3581,358 Agricultural 12,736 12,736 Residental Real Estate4,5734,573 Consumer 197 197 -$ 4,278$ -2,997 - 10,328 -5,569 - 344 - -$23,516$ - $23,292$23,292$ UnpaidAverage Interest RecordedPrincipal Related RecordedIncome DECEMBER 31, 2012 Investment Balance (1) Allowance Investment Recognized 43 With an allowance recorded Commercial $ 4,679$ 5,513$ 2,105$ 4,434$ Commercial Real Estate6,8516,944 9865,065 Agricultural3,1673,400 882,506 Residental Real Estate8,3748,6782,2438,416 Consumer 748 861 408 709 - - $23,819$25,396$ 5,830$21,130$ FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The following table represents the effects of the trouble debt restructuring during the years ended December 31, 2013 and 2012. The loans were added due to extension of maturity, a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan. Troubled debt restructurings for commercial, commercial real estate, and agriculture were added during 2013 and 2012 due to modified structure and extension of maturity. Troubled debt restructurings for residential real estate and consumer were added during 2013 and 2012 due to modified terms. 2013 Pre- Post Modification Modification Number of Recorded Recorded ContractsBalanceBalance Troubled debt restructurings Commercial Business Commercial Real Estate Agricultural Residential Real Estate Consumer Troubled debt restructurings that subsequently defaulted Commercial Business Commercial Real Estate 10$ 1,091$ 1,091 4 503 503 82,0922,092 122,6562,556 1 3 3 1 1 20 90 2012 Pre- Post Modification Modification Number of Recorded Recorded ContractsBalanceBalance Troubled debt restructurings Commercial Business Commercial Real Estate Agricultural Residential Real Estate Consumer 9$ 3,615$ 3,560 52,3432,343 167,5437,543 61,8451,845 2 60 60 Troubled debt restructurings that subsequently defaulted Agricultural 31,039 Troubled debt restructurings are treated as impaired loans and are included in the allowance for loan losses calculation. There are no commitments to lend additional funds to debtors owing receivables whose terms have been modified in troubled debt restructurings as of December 31, 2013 and 2012. 44 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 6 - PREMISES AND EQUIPMENT A summary of the cost and accumulated depreciation of premises and equipment follows: 2013 2012 Land $ 6,683 $ 6,470 Buildings and improvements 60,403 56,216 Furniture, fixtures and equipment 24,917 23,054 92,003 85,740 Accumulated depreciation and amortization (46,433) (42,518) $ 45,570 $ 43,222 Depreciation and amortization charged to occupancy and furniture and equipment expense in the consolidated statements of income amounted to $3,821 in 2013, $3,550 in 2012, and $3,386 in 2011. NOTE 7- GOODWILL AND INTANGIBLE ASSETS The summary of the net carrying amount of the intangible assets as of December 31, 2013, 2012 and 2011 follows: 2013 2012 2011 Core deposit intangible $ 4,314 $ 3,211 $ 3,211 Accumulated amortization 2,2591,9951,860 2,0551,2161,351 Insurance files Accumulated amortization 2,0031,6351,635 874757638 1,129878997 Goodwill 6,6996,460 6,460 Accumulated amortization 202 202 202 6,497 6,258 6,258 $ 9,681 $ 8,352 $ 8,606 There were no impairment losses related to the intangible assets during the years ended December 31, 2013 and 2012. Impairment testing is performed annually on goodwill. If certain factors become present that could lead to impairment of core deposit intangible, impairment testing will be performed at that time. Amortization expense for intangible assets was $382, $254, and $312 for the years ended December 31, 2013, 2012 and 2011. At December 31, 2013, the estimated amortization expense for intangible assets for the succeeding five years is as follows: 45 2014 2015 2016 2017 2018 $ 717 586 460 327 277 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 8 - DEPOSITS A summary of the balances of deposits follows: 2013 Demand $ 480,952 $ Interest checking 281,529 Money market accounts 283,331 Dacotah Gold money market accounts 232,148 Time, $100,000 and over 209,919 Other time 372,353 2012 458,625 241,643 234,842 233,541 232,316 424,593 $ 1,860,232 $ 1,825,560 At December 31, 2013, the scheduled maturities of certificates of deposit were as follows: 2014 2015 2016 2017 2018 Thereafter $ 323,375 71,199 72,423 78,928 36,144 203 $ 582,272 NOTE 9 - BORROWINGS Borrowings consisted of the following: 2013 Federal Home Loan Bank advances $ 9% contract for deed due in monthly installments to 2014 $ 2012 20,000 $ 21,000 - 5 20,000 $ 21,005 The contractual maturities of borrowings are as follows: 2014 - $3,000; 2015 - $3,000; 2016 - $6,000; 2017 - $6,000; 2018 - $2,000 . The Federal Home Loan Bank (FHLB) advances outstanding at December 31, 2013, mature from October 2014 through August 2018. All advances have fixed rate interest, ranging from 0.84% to 5.50%. The Company maintains a collateral pledge agreement with the Federal Home Loan Bank of Des Moines covering secured advances whereby the Company has agreed to retain, free of all other pledges, liens, and encumbrances, agricultural, residential, and commercial real estate loans totaling $349,214 and $301,518 as of December 31, 2013 and 2012. The pledged loans are discounted at a factor of 135% to 200% when aggregating the amount of loans required by the pledge agreement. In addition, these borrowings are collateralized by Federal Home Loan Bank stock of $8,470 and $8,478 as of December 31, 2013 and 2012. The net excess of pledged collateral over the outstanding indebtedness was $147,017 as of December 31, 2013. As of December 31, 2013 and 2012, the Company pledged loans totaling $102,248 and $101,257 for an available borrowing line of $91,610 and $71,491 under the Federal Reserve Bank’s Borrower in Custody (BIC) program. The Company also has an unsecured federal funds purchased borrowing capacity of $60,000 and $40,000 at December 31, 2013 and 2012. 46 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 10 – EMPLOYEE BENEFIT PLANS The Dacotah Banks, Inc. 401(k) savings plan covers substantially all employees of the Company and its subsidiaries. Contributions to this defined contribution plan are based on percentages of eligible employee salaries. Amounts contributed under the plan shall not exceed the maximum amounts deductible for federal income tax purposes. Charges to employee benefits expense for the plan in the consolidated statements of income amounted to $1,831 in 2013, $1,756 in 2012, and $1,700 in 2011. The Company has salary continuation contracts with executive officers of the Company and its subsidiaries. The provision for salary continuation expense amounted to $2,475, $838 and $825 in 2013, 2012, and 2011. Retirement payments of $223, $191 and $148 were made in 2013, 2012 and 2011.The Company has life insurance policies in place to provide funding for these benefits. Cash surrender value of these policies was $35,410 and $33,552 at December 31, 2013 and 2012. The Dacotah Banks, Inc. 2003 Stock Incentive Plan (the “Stock Plan”) authorized the issuance of up to 100,000 common shares for the grant of stock options and several other types of stock-based awards. The Company awarded 2,093 and 2,088 treasury shares in the form of fully vested incentive stock grants to executive officers of the Company in 2013 and 2012. The fair market value of the stock award was $153 per share or a total of $320 and $319 at December 31, 2013 and 2012. There were 87,775 and 89,868 unissued common shares remaining under the Stock Plan at December 31, 2013 and 2012. NOTE 11 - INCOME TAXES Income tax expense for the three years ended December 31, 2013, 2012 and 2011 were: 2013 2012 2011 Current Federal $ 9,728 $ 8,749 $ 8,566 State 1,446 1,170 1,238 11,174 9,919 9,804 Deferred Federal (1,448) (389) (832) $ 9,726 $ 9,529 $ 8,972 Deferred income taxes are provided for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities. Temporary differences comprising the net deferred tax asset, included in other assets on the consolidated balance sheet, are as follows: 2013 Assets Liabilities Total 2012 Allowance for loan losses $ 7,821 $ - $ 7,821 $ 6,898 Property and equipment - 2,661 (2,661) (2,431) Accrued salary continuation provision 3,633 - 3,633 2,736 Unrealized (gain) loss on securities available for sale 758 - 758 (1,229) Other 623 14 609 751 $ 12,835 $ 2,675 $ 10,160 $ 6,725 The Company has determined that it is not necessary to establish a valuation reserve for the deferred tax asset since it is more likely than not that the deferred tax asset of $12,835 will be principally realized. 47 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The consolidated effective tax rates are reconciled to the statutory rate as follows: Federal statutory income tax rate State income taxes, net of federal income tax benefit Tax-exempt income Non-deductible expenses incidental to business acquisitions New market tax credit Other, net 2013 2012 2011 35.0% 35.0% 35.0% 3.3 (1.8) 2.8 (1.7) 3.2 (1.1) 0.1 (1.2) (0.8) 0.1 (1.2) (0.2) 0.2 (1.3) (0.8) 34.6% 34.8% 35.2% Income taxes payable of $1,213 and $1,423 are included in accrued expenses and other liabilities at December 31, 2013 and 2012. The Company complies with the provisions of FASB ASC 740-10 Accounting for Uncerainty in Income Taxes. The Company had no unrecognized tax benefits as of December 31, 2013 and 2012. The Company recognized no interest and penalties on the underpayment of income taxes during the years ended December 31, 2013, 2012 and 2011, and had no accrued interest and penalties on the balance sheet as of December 31, 2013 and 2012. The Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase with the next twelve months. The Company’s tax returns are subject to examination for the past three years by the Federal and State tax authorities. NOTE 12 - MINIMUM REGULATORY CAPITAL REQUIREMENTS The Company and the subsidiary Bank 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 possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Banks’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Banks to maintain minimum amounts and ratios of Total and Tier I capital to risk-weighted assets and of Tier I capital to average assets. As of December 31, 2013 and 2012, management believes the Company and the Bank met all capital adequacy requirements to which they are subject. As of December 31, 2013, the most recent regulatory financial reports filed with the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.To be categorized as well capitalized, a bank must maintain minimum Total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Company’s category. 48 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The actual capital amounts and ratios for the Company and its bank subsidiary are presented in the following table (in thousands): For Capital To Be Well ActualAdequacy Purposes: Capitalized: AmountRatio Amount Ratio Amount Ratio DECEMBER 31, 2013 Total Capital (to Risk Weighted Assets) Company $224,932 13.3% >$135,399 8.0% N/A N/A Bank $220,250 13.0% >$135,828 8.0% >$169,785 10.0% Tier I Capital (to Risk Weighted Assets) Company Bank $203,774 $199,026 12.0% 11.7% >$67,700 >$67,914 4.0% N/A 4.0% >$101,871 N/A 6.0% Tier I Capital (to Average Assets) Company Bank $203,774 $199,026 9.9% 9.7% >$82,479 >$82,257 4.0% N/A 4.0% >$102,821 N/A 5.0% DECEMBER 31, 2012 Total Capital (to Risk Weighted Assets) Company Bank $207,820 $204,059 12.9% 12.6% >$129,022 >$129,726 8.0% N/A 8.0% >$162,158 N/A 10.0% Tier I Capital (to Risk Weighted Assets) Company Bank $188,928 $185,167 11.7% 11.4% >$64,511 >$64,863 4.0% N/A 4.0% >$ 97,295 N/A 6.0% Tier I Capital (to Average Assets) Company Bank $188,928 $185,167 9.6% 9.5% >$78,656 >$78,411 4.0% N/A 4.0% >$ 98,013 N/A 5.0% NOTE 13 - OPERATING LEASES The Company leases office space and bank premises under leases classified as operating leases. Future minimum rental payments required under the above operating leases as of December 31, 2013 are as follows: 2014 $ 2015 2016 2017 2018 Thereafter $ At the conclusion of the initial term and any succeeding renewal term, these leases will automatically renew for an additional year. Rent expense for the above leases was as follows: 49 2013 160 160 157 142 142 569 1,330 2012 2011 Bank premises $ 18 $ Office space 156 17 $ 147 5 124 Total 164 129 $ 174 $ $ FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 14 - LITIGATION The Company and certain of its subsidiaries are defendants in various matters of litigation incidental to their business. In the opinion of management, based upon the opinion of legal counsel, disposition of these matters will not materially affect the consolidated financial position of the Company and its subsidiaries at December 31, 2013. NOTE 15 - OFF-BALANCE-SHEET ACTIVITIES The Company is a party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments. At December 31, 2013 and 2012, the following financial instruments were outstanding whose contract amounts represent credit risk: Contract Amount 2013 2012 Commitments to grant loans $ 357,407 $ 328,995 Standby letters of credit 11,360 9,652 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. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements.The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment. Unfunded commitments under revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines-of-credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year.The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments if deemed necessary. NOTE 16 - FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. FASB ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Management estimates that the fair value of all financial instruments at December 31, 2013 and 2012 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by management using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. 50 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 17 - FAIR VALUE MEASUREMENTS Assets measured at fair value on a recurring basis at December 31, 2013 and 2012 are as follows: DECEMBER 31, 2013 Available-for-sale securities Quoted Prices in Active Markets (Level 1) DECEMBER 31, 2012 Available-for-sale securities Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total $ - $ 321,515 $ - $ 321,515 $ - $ 347,206 $ - $ 347,206 The fair value of available-for-sale securities is estimated based on third-party pricing services information. This information is derived from comparison to similar securities traded in active markets. Assets measured at fair value on a non-recurring basis at December 31, 2013 and 2012 are as follows: Range Valuation Unobservable(Weighted 2013 2012 Technique Input Average) Impaired loans $44,641 $41,281 Collateral Valuation Discount from Market Value 0-100% 14% Foreclosed assets 3,252 2,452 Collateral Valuation Discount from Market Value 0-48% 5% Total assets $47,893 $43,733 The fair value of impaired loans is estimated based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. The fair value of foreclosed assets is estimated based on reference to market prices and information for similar assets, less estimated costs to sell. 51 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 18 - SUPPLEMENTAL DISCLOSURES RELATED TO STATEMENTS OF CASH FLOWS Supplemental disclosures of cash flow information: 2013 2012 2011 Cash payments for Interest $ 11,518 $ 17,471 $ 21,681 Income taxes 11,554 8,351 10,359 Supplemental schedule of non-cash investing and financing activities: 2013 Other real estate acquired in settlement of loans $ 2,422 $ 2012 1,010 $ 2011 403 NOTE 19 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of the independent auditor’s report which is the date the financial statements were available to be issued. NOTE 20 - CONDENSED FINANCIAL INFORMATION OF PARENT Balance Sheets December 31, 2013 2012 ASSETS Investments in subsidiaries: Banks $ 206,685 $ 195,435 Insurance agencies and property companies 1 1 Loans 900 975 Investments in life insurance contracts 1,2431,168 Cash 5,319 3,362 Other assets 1,949 1,954 $ 216,097 $ 202,895 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Other liabilities $ STOCKHOLDERS’ EQUITY Common stock, $4 par value; 5,000,000 shares authorized, 1,428,598 shares issued and outstanding Capital surplus Retained earnings Accumulated other comprehensive income (loss) Treasury stock, 306,156 shares in 2013 and 312,346 shares in 2012 Total stockholders’ equity 4,361 $ 3,331 5,714 5,714 11,545 10,704 207,285 192,483 (1,374)2,283 (11,434)(11,620) 211,736 199,564 $ 216,097 $ 202,895 52 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Income Statements Years Ended December 31, 2013 2012 Dividend income from subsidiary bank $ 8,700 $ 2,300 Management fees and other income 3,147 2,263 Total income 11,847 4,563 Salaries and employee benefits expense Other expenses Total expenses 2,334 1,145 3,479 Income before income taxes and equity in undistributed earnings of subsidiaries 8,3682,236 Income tax expense 57 170 Income before equity in undistributed earnings of subsidiaries 8,538 2,293 Equity in undistributed earnings of subsidiaries 9,844 15,561 Net income 53 1,450 877 2,327 $ 18,382 $ 17,854 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Statements Of Cash Flows Years Ended December 31, 2013 2012 OPERATING ACTIVITIES Net income $ 18,382 $ 17,854 Adjustments to reconcile net income to net cash from operating activities: Equity in undistributed earnings of subsidiaries (9,844)(15,518) Depreciation and amortization 267199 (Increase) decrease in cash surrender value of life insurance (75) 24 Executive incentive stock awards 320319 Increase in other assets, net (53)(210) Increase in other liabilities, net 1,030 63 Net Cash From Operating Activities 10,0272,683 INVESTING ACTIVITIES Net decrease in loans Purchases of premises and equipment, net Purchases of subsidiary banks 75 93 (209) (782) (5,063)- (5,197) Net Cash Used By Investing Activities (689) FINANCING ACTIVITIES Sale (purchase) of treasury stock, net Dividends paid 707(205) (3,580) (3,344) Net Cash Used By Financing Activities (2,873) (3,139) NET CHANGE IN CASH (1,957) (1,145) CASH, BEGINNING OF YEAR CASH, END OF YEAR 3,3624,507 $ 5,319 $3,362 54 FINANCIAL STATEMENTS 55 Photo submitted by Cherie Belgarde of Rolla, ND D A C O TA H B A N K S , I N C . D I R E C T O R S Back Row (L to R): Kent E. Edson, Richard L. Westra, Catherine O. Dutenhoffer, Arthur R. Russo, William S. Lamont Front Row (L to R): Robert B. Lamont, II, Bradford J. Wheeler, J. Douglas Austin, Rodney W. Fouberg Rodney W. Fouberg (1984*) Chairman of the Board Aberdeen, South Dakota Arthur R. Russo (1985*) Partner RhodesAnderson Insurance Aberdeen, South Dakota J. Douglas Austin (1992*) Practicing Attorney Austin, Hinderaker, Hopper, Strait & Benson LLP Watertown, South Dakota Bradford J. Wheeler (1997*) Kent E. Edson (1996*) Richard L. Westra (2005*) Catherine O. Dutenhoffer (2012*) President Wheeler Manufacturing, Inc. Lemmon, South Dakota President and Chief Executive Officer Aberdeen, South Dakota William S. Lamont (1985*) Architect and Planning Consultant Lamont Associates Aberdeen, South Dakota Retired President and Chief Financial Officer Aberdeen, South Dakota Businesswoman Watertown, South Dakota Robert B. Lamont, II (2001*) Private Investor Aberdeen, South Dakota Robert J. Fouberg – Secretary *Year first elected. D A C O TA H B A N K S , I N C . M A N A G E M E N T Chairman of the Board Executive Vice President President and Chief Executive Officer Senior Vice President and Chief Financial Officer Rodney W. Fouberg Richard L. Westra Joseph A. Senger Chad D. Bergan Senior Vice President Human Resources Bob L. Compton Senior Vice President Risk Management and General Counsel Robert J. Fouberg 56 D A C O TA H B A N K D I R E C T O R S Back Row (L to R): Robert J. Gruman, Dale A. Melius, Arthur R. Russo, Kent E. Edson Front Row (L to R): Donna M. Boekelheide, Richard L. Westra, Rodney W. Fouberg, JoAnn R. Hooper Rodney W. Fouberg Chairman of the Board Aberdeen, South Dakota Richard L. Westra Retired President and Chief Financial Officer Aberdeen, South Dakota President and Chief Executive Officer Aberdeen, South Dakota Donna M. Boekelheide Arthur R. Russo Robert J. Gruman Partner RhodesAnderson Insurance Aberdeen, South Dakota 57 Kent E. Edson Farming Northville, South Dakota Business Consultant Bob Gruman Consulting Aberdeen, South Dakota Dale A. Melius Farming Faulkton, South Dakota JoAnn R. Hooper Certified Public Accountant Valley City, North Dakota Robert J. Fouberg Secretary D A C O TA H B A N K S T E E R I N G C O M M I T T E E Back Row (L to R): Robert J. Fouberg, Steven M. Schaeffer, Thomas Heisler, Jr., Stacy J. Sandvig, Diana L. Pfister, Bob L. Compton, Michael K. Hollan and Chad D. Bergan Front Row (L to R): Paul R. McDonald, Richard L. Westra and Joseph A. Senger President and Chief Executive Officer Richard L. Westra Senior Vice President Risk Management and General Counsel Robert J. Fouberg Executive Vice President Joseph A. Senger Senior Vice President and Chief Financial Officer Chad D. Bergan Senior Vice President Human Resources Bob L. Compton Senior Vice President Operations and Technology Michael K. Hollan Vice President Marketing Paul R. McDonald Vice President Compliance Diana L. Pfister Vice President Treasury Stacy J. Sandvig Senior Vice President Trust Steven M. Schaeffer Senior Vice President Insurance Services Thomas Heisler, Jr. 58 D A C O TA H B A N K M A N A G E M E N T David W. Bangasser Sioux Falls, SD Southeast Region Bradley D. Moore Aberdeen, SD Mid-Dakota Region Richard J. Rylance Rapid City, SD Western Region Daniel R. Vollmer Rolla, ND Northern Region regional presidents (L to R) Bradley D. Moore, Richard J. Rylance, David W. Bangasser and Daniel R. Vollmer market presidents Back Row (L to R): G.W. Melgaard, Darrell D. Schlepp, Thomas R. LaBrie, Daniel N. Menking, Casey L. Henderson, Richard A. Gulmon, Jeff C. Moore and David J. Gibson. Front Row (L to R): John V. Scherbenske, Larry D. Ringgenberg, Kip J. Hansen, Dwight D. Hossle, Travis J. Ellison and Kevin B. Wegehaupt Travis J. Ellison Daniel N. Menking Richard A. Gulmon David J. Gibson Jeff C. Moore Kip J. Hansen (July 1 - Dec. 31) Dwight D. Hossle John V. Scherbenske Casey L. Henderson Thomas R. LaBrie Darrell D. Schlepp Larry D. Ringgenberg G.W. Melgaard Kevin B. Wegehaupt Steven A. Dutenhoffer (Jan. 1 - June 30) Lemmon, SD Brookings, SD Faulkton, SD Clark, SD Minot, ND Webster, SD Dickinson, ND Hettinger, ND Mobridge, SD Sisseton, SD Valley City, ND Watertown, SD Jamestown, ND Morris, MN Watertown, SD 59 Aberdeen Downtown 308 S Main Street PO Box 1210 Aberdeen, SD 57402-1210 P - (605) 225-5611 F - (605) 229-5409 Cresbard 207 Main Street PO Box 167 Cresbard, SD 57435 P - (605) 324-3601 F - (605) 324-3249 Aberdeen East Bank 3312 Sixth Avenue SE PO Box 1500 Aberdeen, SD 57401-1500 P - (605) 225-1300 F - (605) 622-2467 Custer 35 S Sixth Street PO Box 4060 Custer, SD 57730 P - (605) 673-5800 F - (605) 673-2562 Belcourt 4324 Highway 281 PO Box 840 Belcourt, ND 58316 P - (701) 477-6143 F - (701) 477-8671 Bison 101 E Main Street PO Box 99 Bison, SD 57620 P - (605) 244-5261 F - (605) 244-5264 Bowbells 15 Main Street SE Bowbells, ND 58721 P - (701) 377-2386 F - (701) 377-2430 Brookings 1441 6th Street Brookings, SD 57006 P - (605) 692-8600 F - (605) 692-4350 Chokio 209 Main St Chokio, MN 56221 P - (320) 324-7161 F - (320) 324-7165 Clark 113 N Commercial Street PO Box 298 Clark, SD 57225 P - (605) 532-3626 F - (605) 532-3962 Dickinson 410 West Villard Dickinson, ND 58602 P - (701) 225-1200 F - (701) 225-9474 Faulkton 105 8th Avenue South PO Box 248 Faulkton, SD 57438 P - (605) 598-6211 F - (605) 598-4412 Henry 111 Main Street PO Box 38 Henry, SD 57243 P - (605) 532-3672 F - (605) 532-3675 Hettinger 121 North Main Street PO Box 309 Hettinger, ND 58639 P - (701) 567-4531 F - (701) 567-4534 Jamestown Opening in 2015 Lemmon 321 Main Avenue PO Box 359 Lemmon, SD 57638 P - (605) 374-3853 F - (605) 374-5998 Minot 1121 South Broadway Minot, ND 58702 P - (701) 852-1200 F - (701) 852-1298 Mobridge 320 Main Street Mobridge, SD 57601 P - (605) 845-3673 F - (605) 845-7037 Sioux Falls 57th & Cliff 1209 East 57th Street Sioux Falls, SD 57108 P - (605) 334-8500 F - (605) 334-3379 Morris 4 Atlantic Ave PO Box 380 Morris, MN 56267 P - (320) 589-3361 F - (320) 589-1525 Sioux Falls Phillips Centre 300 S Phillips Avenue, Suite #100 Sioux Falls, SD 57104-6323 P - (605) 331-4000 F - (605) 334-6724 New Effington PO Box 177 New Effington, SD 57255-0177 P - (605) 637-5251 F - N/A Rapid City 3535 Fifth Street PO Box 4508 Rapid City, SD 57709-4508 P - (605) 342-3100 F - (605) 343-0599 Rapid City Downtown 125 Main Street Rapid City, SD 57709-4508 P - (605) 394-9000 F - (605) 341-4425 Regent 24 Main Avenue S PO Box 308 Regent, ND 58650 P - (701) 563-4316 F - (701) 563-4355 Rolla 15 East Main PO Box 789 Rolla, ND 58367 P - (701) 477-3175 F - (701) 477-3178 Roslyn 506 Main Street PO Box 167 Roslyn, SD 57261 P - (605) 486-4516 F - (605) 486-4518 ©2014 Dacotah Banks, Inc. All rights reserved. Sioux Falls Silver Valley 1707 S Marion Road Sioux Falls, SD 57106-3624 P - (605) 361-5636 F - (605) 362-1331 Sioux Falls Town Centre 3302 E 10th Street Sioux Falls, SD 57103 P - (605) 336-7700 F - (605) 336-3303 Sisseton 321 Veterans Avenue Sisseton, SD 57262 P - (605) 698-3978 F - (605) 698-7913 Valley City 240 3rd Street NW Valley City, ND 58072 P - (701) 845-2712 F - (701) 845-0781 Watertown 1310 Ninth Avenue SE PO Box 207 Watertown, SD 57201 P - (605) 886-0645 F - (605) 886-0918 Webster 600 Main Street Webster, SD 57274 P - (605) 345-3306 F - (605) 345-3234 Willow Lake 111 Garfield Street Willow Lake, SD 57278 P - (605) 625-3316 F - (605) 625-3317