2 0 1 4 A N N U A L R E P O R T
Transcription
2 0 1 4 A N N U A L R E P O R T
2 0 1 4 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 23 57 Letter to Shareholders Financial Highlights Selected Consolidated Financial Data Dacotah Bank Philanthropy Financial Statements Directors and Management 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 28, 2015 at 1:00 pm, at the Dakota Event Center (DEC) in Aberdeen, SD. Rolla Bowbells Belcourt Minot Jamestown 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 sole shareholder of Dacotah Bank, a full-service commercial bank that offers banking, mortgage, insurance and trust and wealth management services throughout its thirty-four locations in Minnesota, North Dakota and South Dakota. 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. MORTGAGE 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. To Our Shareholders We are pleased to report that during a year of continued very low interest rates, Dacotah Banks, Inc. experienced slightly improved earnings and maintained its strong capital levels. The Company was able to improve its net interest yield on earning assets from 3.86 to 3.96 by controlling the cost of funding and increasing net loan growth. Maintaining and improving net interest margins is very important for the Company and like banks that provide traditional deposit and loan products. In a very low interest rate environment, there is no incentive to grow assets by increasing deposits unless quality loans can be found to absorb the increased deposits. By the end of 2014, the Company had experienced very nice loan growth, increasing its loan portfolio by $121 million to over $1.68 billion, an increase of 7.75%. Compounding this positive result are the facts that deposits grew by only 1.6%, and the investment portfolio decreased by 12.3%, which allowed the Company to hold down the cost of funding the loan growth. As the loan portfolio grew and loan ratios increased, the Company increased its allowance for loan and lease losses from $21.27 million to $24.06 million, an increase of 13.12%. Controlled growth and success in finding quality relationship-driven loans from within our foot print have resulted in higher margins, slightly improved earnings, stronger reserves and stronger capital ratios. Though growth over the past two years has been at a much slower pace than normal the Company remains committed to growth and we believe that with over $2.1 billion in assets we are well-positioned to compete in the current environment of increased operating expenses and bank consolidation. According to the Federal Deposit Insurance Corporation (“FDIC”), there were 6,589 insured institutions at the end of September 2014 compared to 8,680 at the end of 2006. Nearly 25% of the banks and saving associations that existed before the financial crisis are gone, mostly through consolidation. In addition, only one new bank has been chartered in the entire country over the four years ended December 31, 2014. We remain open to acquisition possibilities while concentrating on growing and improving our three lines of business: banking; insurance; and trust and wealth management. FINANCIAL PERFORMANCE The Company’s net income in 2014 was $18.59 million representing the highest earnings year ever, but just over a 1% improvement over 2013’s earnings of $18.38 million. Earnings were short of the budget by about $1.5 million. Significant items that were short of budget include net interest income and fees on the sale or servicing of real estate mortgages. The 7.75% increase in loans contributed nicely to net interest income and interest expense was very close to budget; however, interest income was significantly below budget as competitive pressures forced loan rates lower in a number of our markets. After years of low mortgage rates, the refinancing of existing home mortgages slowed significantly during 2014. Fees on the sale of mortgages collected in 2014 amounted to only 58% of fees collected in 2013. On the bright side, provisions for loan and lease losses were $4.1 million during 3 | DACOTAH BANK ANNUAL REPORT 2014 2014, less than the $5.3 million in provisions during 2013. The Company’s loan-to-asset and loan-to-deposit ratios were both higher at the end of 2014, 76.3% and 87.7% respectively compared to 73.0% and 82.8% respectively at the end of 2013. Even though there was pressure on loan interest rates, the Company’s net interest yield on earning assets improved. The increase in net loan volume of $117 million together with a very small increase in deposits resulted in an actual decrease in the lower yielding investment portfolio. The change in asset mix contributed to the improved net interest yield on earning assets of 3.96% compared to 3.86% for 2013. GROWTH The Company’s total assets at the end of 2014 were $2.173 billion compared to $2.111 billion at the end of 2013. The 2.9% asset growth was driven by loan growth as deposits grew only 1.6% from $1.86 billion at the end of 2013 to $1.89 billion at the end of 2014. Loans grew 7.75% compared to 5.4% in commercial banks nationwide. Following a trend of several years, our depositors chose more liquid deposit products and certificates of deposits dropped from 31% to 27% of total deposits. Continued low interest rates influenced deposit customers’ decision to avoid certificates of deposit as the Company managed deposit growth in a very competitive lending environment. In keeping with the Company’s vision of growth, construction is nearing completion on the new bank building in Jamestown, North Dakota. A small staff operating out of temporary offices has been servicing the community during construction of the new building. The area is experiencing a growth spurt and the Jamestown staff is participating by actively accepting deposits and making loans. It is expected that the new building will be ready for occupancy around June 1, 2015. STRENGTH Solid earnings and moderate growth during 2014 further strengthened the Company’s capital. On a consolidated basis, the Company’s tier one leverage ratio improved to 10.19% from 9.88% at the end of 2013. Tier 1 risk based capital and total risk based capital ratios which react to loan growth remain nearly unchanged at 11.90% and 13.15% respectively compared to 12.04% and 13.29% respectively at the end of 2013. Loan quality was maintained as the portfolio grew. In recent years, the Company has made substantial investments in personnel and technology to enhance oversight and maintenance of the loan portfolio. At the end of 2014 non-performing loans represented only .76% of total loans compared to 1.06% at the end of 2013. The Company’s allowance for loan and lease losses at the end of 2014 was $24.06 million compared to $21.27 million at the end of 2013. SHAREHOLDER VALUE The Company’s Boards of Directors and management review and approve the Company’s Vision Statement annually. The following is an excerpt from the current Vison Statement: By December 31, 2016, Dacotah Banks, Inc. will be a well-capitalized, profitably growing private bank offering banking, mortgage, insurance and trust services; with $2.5 billion in assets; and with the organization and structure in place to assure proper risk management, effective management succession and oversight of a banking and financial services company with $3 billion in assets. This portion of the Vision Statement clearly conveys the belief that the best way to provide continued shareholder value is through growth and through preparation for growth. To succeed today, a bank’s growth must include more than year-over-year growth in assets, deposits and loans. Growth must also include the added services and added management tools needed to compete in a consolidating industry. Over time the Company’s Boards of Directors and management have been willing to make the investment in technology and personnel that often times do not add value immediately, but that will in the future. In recent years the Company has made significant investments in risk management technology and risk management specialists, and as a result we believe we are less exposed to future fraud losses and losses due to asset quality issues. Large investments in data warehouse technology and personnel are beginning to provide managers with tools to better manage products and services for an increasingly diverse customer base. A document imaging project that began several years ago has been successful and has resulted in a company that is increasingly paperless. Over time, the Company has originated mortgage loans and then sold them into the secondary market along with the rights to service them. Recently the Company has made investments in technology and personnel that will allow us to retain the servicing rights. At this point and into the near future, the servicing activity will operate at a loss; however, over a longer period of time it is expected to be profitable and it will allow us to maintain better contact with our mortgage borrowers. The above are examples of preparation for growth and illustrate a willingness to spend now for future benefits that will keep us competitive. We believe we are well-positioned to grow and compete. Dividends paid during 2014 totaled $3.50 per share, the highest in the history of the Company. Payment of cash dividends in 2014 marks the 26th consecutive year of cash dividend payments. The book value per share of the Company’s stock increased 7.1% from $188.71 on December 31, 2013 to $202.05 on December 31, 2014. COMMENTS ON 2014 The Company’s loan officers and market presidents contributed significantly to the Company’s success in loan growth during the year. At year end, gross loans had grown 7.75% over year end 2013. During the same period, all commercial banks in the nation experienced loan growth of just 5.4%. Conservative deposit pricing resulted in slower than normal deposit growth for the Company. Deposits increased just 1.6% over year end 2013 while US commercial banks collectively experienced deposit growth of 6.2%. The strong loan growth and conservative approach to deposit pricing contributed to a net interest yield on earning assets of 3.96% which compares very favorably with the 3.09% average for all commercial banks. The Company’s Boards of Directors and management routinely engage in succession planning at all levels of the Company, including Board Member succession. During 2013, following a study of the expertise and experience of current Board Members and the needs of Board Committees, the Company’s Board of Directors decided to add at least one member to each of the Boards of Directors during 2014 or 2015. Following a search, Paula Kay Carlson, Aberdeen, South Dakota and Elizabeth Lewis, Sioux Falls South Dakota were added to the Dacotah Bank Board of Directors and the Dacotah Banks, Inc. Board of Directors, respectively. Ms. Carlson is the chief loan program and services officer for Great Lakes Educational Loan Services, Inc., an affiliate of Great Lakes Higher Education Corporation. The Company, headquartered in Madison, Wisconsin has an office in Aberdeen and other operating centers around the country. With over 1,800 employees, 140 of which are in Aberdeen, Great Lakes provides student loan services throughout out the nation. Carlson is also president of South Dakota Education Access Foundation, a non-profit foundation that provides funding to all South Dakota universities and colleges to expand access to postsecondary education. Paula’s extensive financial services background will serve the Company well. Ms. Lewis is a lawyer with the law firm of Woods, Fuller, Schultz and Smith P.C. Lewis, originally from Britton, South Dakota, received her bachelor’s degree in political science from Northern State University and her law degree from the University of South Dakota. Her practice is concentrated in the areas of real estate, secured transactions (UCC), banking and commercial law and environmental law. Lewis represents owners, developers, landlords and tenants in commercial and residential transactions. She is also involved with land use and developmental issues. Elizabeth brings to the Company a strong business law background and a deep understanding of banking regulation. After 22 years of service on the Dacotah Banks, Inc. Board of Directors, Watertown, South Dakota attorney J. Douglas Austin announced his retirement effective at the end of 2014. We wish Doug well and thank him for his many years of dedicated service. The Dacotah Banks, Inc. Board of Directors also dealt with management succession as it planned for changes to the management team that took place at year end. On December 31, 2014 after nearly forty-eight years of service, Mr. Rodney Fouberg retired as Chairman of Dacotah Banks, Inc. and Dacotah Bank. At the pleasure of the shareholders Mr. Fouberg plans to remain a director of the Company. On January 1, 2015, Mr. Richard Westra assumed the role of Chairman of Dacotah Banks, Inc. and Dacotah Bank and Mr. Joe Senger was appointed by the Dacotah Banks Inc. Board of Directors to replace Mr. Westra as president and chief executive officer of the Company. Mr. Senger has spent 38 years in the banking and financial services industry and is highly qualified to lead the Company’s day-to-day activities. He has been with the Company for 12 years following experience as a manager with Farm Credit Services and as a market regional president with US Bank, both in Aberdeen, South Dakota. Mr. Senger now also serves as a member of both the Dacotah Banks, Inc. and Dacotah Bank Boards of Directors. Our 2013 letter announced that three new communities had been added to the Company’s foot print. The purchase of Donnelly Bancshares and its affiliate, United Farmers and Merchants State Bank provided a presence in Morris and Chokio, Minnesota and an application had been approved to establish a full service bank in Jamestown, North Dakota. The new locations in Minnesota have been assimilated and the staffs are focused on growing our share in those markets. Jamestown staff has been in business in temporary quarters for several months and a new building is nearing completion. LOOKING AHEAD As we look ahead, we believe we need to be prepared for rising interest rates, continuing poor grain prices and low oil prices. For over seven years, the Prime Rate has been 3.25% and the target fed funds rate has ranged from zero to .25%. We have performed well during the prolonged period of low rates. Should rates go up as predicted, we believe we are well-positioned and will probably benefit from the rate increase. Prolonged low farm commodity prices are a concern. Following a few years of high yields and historically high grain prices, the last two years have seen good yields, but dramatically lower prices. Crop input costs and cash rents remain high which causes concern as the lower commodity prices persist. Farm balance sheets in general remain strong throughout the Company’s foot print and operators for the most part have and will work their way through the slump in income which we believe could last another year or two. The Company’s markets in the oil producing region of North Dakota have provided a nice source of loans for the past several years. As the price of oil has dropped, requests for new business loans have slowed; however, loan demand continues for housing and investment in retail services. The Company has made no loans directly to the exploration and drilling industry, but rather has concentrated on service companies and multi-family housing, both of which will be needed in the long-term. We will continue to find ways to grow the Company and increase shareholder value. As has been the case for several years, our organic growth will largely depend on loan growth. Overall, loans are budgeted to increase 3.47% from the end of 2014 to the end of 2015. Competition for loans is expected to remain very strong, the result of which will be continued pressure to reduce interest rates on loans. Consolidation of the industry continues and during 2014 the Company was given the opportunity to consider the purchase of a few small banks. None of the offered banks were a good fit; however, we will continue to assess opportunities and will remain open to pursuing opportunities that will enhance value. If appropriate acquisition opportunities do not materialize, we have ample opportunity to grow organically. A number of our existing communities are growing and provide good opportunity for organic growth, especially some of the markets entered over the past few years. We operate in wonderful communities and we do our best to assist in the well-being of those places and the people that live in and around them. This report features examples of the many efforts made by the Company and its employees to enhance the economies and the quality of life in our communities. In closing, we again thank J. Douglas Austin for his 22 years of outstanding service as a Board Member and we extend a welcome to new Board Members Elizabeth Lewis and Paula Kay Carlson. We also thank the Company’s shareholders for their confidence and the Company’s Boards of Directors for their guidance and oversight. We also thank and recognize a great team of professionals that operate the Company day-by-day, creating value for our shareholders and opportunities for the communities in which we do business. Messrs. Westra and Senger, on behalf of the Company’s shareholders and employees, thank Mr. Fouberg for nearly a half century of service to our customers, communities, employees and shareholders. In retirement, you remain ever present and still focused on and engaged in the life and success of the Company and exploring new relationships and new opportunities. Joseph A. Senger President and CEO Richard L. Westra Chairman of the Board Rodney W. Fouberg Chairman of the Board 1984-2014 DACOTAH BANK ANNUAL REPORT 2014 | 4 FINANCIAL STATEMENTS Financial Highlights (Dollars in Thousands, Except Per Share Data) performance 2014 Net interest income............................................. $ 76,880 Provision for loan losses....................................... 4,050 Non-interest income .......................................... 16,859 Non-interest expense.......................................... 60,571 Net income......................................................... 18,591 Per share.......................................................... 16.57 Cash dividends declared....................................... 3,930 Per share............................................................. 3.50 Net interest margin............................................. 3.96% Return on average assets...................................... 0.89 Return on average equity.................................... 8.46 at december 31ST 2014 2013 73,386 5,250 16,679 56,707 18,382 16.43 3,580 3.20 3.86 0.90 8.93 2013 Total assets.......................................................... $ 2,172,801 2,110,822 Investment securities and deposits with banks....... 301,475 343,613 Loans, net............................................................ 1,657,916 1,540,424 Deposits.............................................................. 1,890,339 1,860,232 Borrowings......................................................... 37,000 20,000 Stockholders’ equity............................................ 224,073 211,736 Book value per share........................................... 202.05 188.71 Shares of common stock outstanding................... 1,109 1,122 Tier I leverage ratio............................................. 10.19% 9.88 Total risk-based capital........................................ 13.15 13.29 5 | DACOTAH BANK ANNUAL REPORT 2014 % Change 4.8% (22.9) 1.1 6.8 1.1 0.9 9.8 9.4 2.6 (1.1) (5.3) % Change 2.9% (12.3) 7.6 1.6 85.0 5.8 7.1 (1.2) 3.1 (1.1) FINANCIAL STATEMENTS Selected Consolidated Financial Data selected consolidated financial condition data December 31, 20142013201220112010 (Dollars in Thousands) Total assets.................................................................. $ 2,172,801 2,110,822 2,065,053 1,905,762 1,805,538 Loans, net .................................................................. 1,657,9161,540,4241,474,3301,365,8301,344,971 Federal funds sold....................................................... ---- 10,000 Investment securities................................................... 294,582332,519357,818325,556280,587 Deposits...................................................................... 1,890,3391,860,2321,825,5601,679,4201,587,636 Borrowings................................................................. 37,00020,00021,00525,00930,428 Stockholders’ equity.................................................... 224,073211,736199,564184,082167,725 selected consolidated oper ation data Years Ended December 31, 20142013201220112010 (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 ............................................ $ 84,102 82,993 84,802 86,656 88,585 7,222 9,60716,05520,00224,659 76,88073,38668,74766,65463,926 4,0505,2506,7505,3006,100 72,83068,13661,99761,35457,826 1,7931,7781,202 912 765 3,7523,8493,9564,2594,166 4,383 4,1694,0683,8893,870 9601,6602,6341,8972,256 5,9715,2234,1094,1523,379 16,85916,67915,96915,10914,436 38,42435,31631,69230,77629,624 6,8046,6646,1435,8615,973 15,34314,72712,74814,30812,910 60,57156,70750,58350,94548,507 29,11828,10827,38325,51823,755 10,5279,7269,5298,9728,690 18,591 18,382 17,854 16,546 15,065 $16.5716.4316.0314.8713.54 $3.503.203.002.602.00 DACOTAH BANK ANNUAL REPORT 2014 | 6 FINANCIAL STATEMENTS Selected Consolidated Financial Data selected financial r atios At or for the years ended December 31, 2014 2013 201220112010 performance r atios Return on average assets......................................... 0.89% 0.900.930.910.88 Return on average stockholders’ equity................... 8.46 8.939.319.379.23 Net interest margin................................................. 3.963.863.843.924.02 Non-interest income to average assets..................... 0.810.810.830.830.84 Non-interest expense to average assets..................... 2.892.762.642.802.83 Efficiency ratio....................................................... 64.6262.9559.7162.3161.90 asset quality r atios Nonperforming loans to total loans......................... 0.76% 1.061.611.74 1.29 Allowance for loan losses to total loans.................... 1.431.361.271.321.18 Allowance for loan losses to net charge-offs............. 19.07x 7.41 3.13 5.76 12.75 capital r atios Tier I leverage ratio................................................ 10.19% 9.889.619.178.89 Tier I risk-based capital........................................... 11.9012.0411.7111.9111.12 Total risk-based capital............................................ 13.1513.2912.8913.1612.24 7 | DACOTAH BANK ANNUAL REPORT 2014 Dacotah Bank Scholars T HREE FACULTY MEMBERS from Northern State University and South Dakota State University were named Dacotah Bank Scholars in 2014. Dacotah Bank provides financial support for each university to share banking and agricultural programs to increase the number of agricultural bankers. NSU shares curriculum and resources in banking and financial services with SDSU. And SDSU, in turn, shares its agricultural economics and agribusiness programs with NSU students. Dacotah Bank has made a $240,000 renewable commitment for three years to support the collaboration between the universities. The announcement was made during a ceremony on the NSU campus as part of an October South Dakota Board of Regents meeting. “Dacotah Bank is pleased to establish the Dacotah Bank Scholars in banking and financial services, and in agricultural economics and agricultural business,” said Richard Westra, Dacotah Bank chairman of the board. “We look forward to the future growth and development of this collaborative effort and the positive impact it will have on the students and both universities.” Rodney Fouberg, Dacotah Bank board member and former chairman of the board, said the collaboration is what attracted the bank to the program. “It makes sense to use resources available at NSU and SDSU to enhance the educational experience. We expect that students studying banking, ag economics and agribusiness will be even better prepared when they begin their careers. When students broaden their education, Dacotah Bank benefits,” Fouberg said. Nicole Klein is the SDSU Dacotah Bank Scholar in agribusiness and agricultural economics. Todd Muehler and Robert Preston are the NSU Dacotah Bank Scholars in banking and financial services. Klein is a professor of agricultural marketing and farm and ranch management. Muehler and Preston are assistant professors of banking and financial services. Muehler said he’s honored to be part of this joint venture. “It took a great deal of vision to see this private-public partnership. I would like to see more of this kind of collaboration,” he said. Muehler, who grew up in rural North Dakota, joined NSU in 2013. He holds a bachelor of business administration degree and a law degree from the University of North Dakota. He was admitted to the bar in North Dakota and Minnesota. Muehler was a law clerk for the United States District Court in Bismarck, N.D., and then began his 20-year career in the financial services industry, with an emphasis in trust management. “It’s a wonderful opportunity to enhance our ability to collaborate on a needed resource for the community,” said Preston, Dacotah Bank Scholar from NSU. He has a B.A. in economics and master of business administration from the University of Minnesota, as well as a law degree from William Mitchell College of Law in St. Paul, Minn. Preston began teaching at NSU in 2012. In his career, he has consulted for more than 150 banks and financial institutions in a wide variety of legal, operational, and managerial capacities. He has served as a bank examiner, internal auditor, CEO, CFO, and COO of several financial organizations. SDSU President David Chicoine said the collaboration will build a better South Dakota. “Working directly with the stakeholders, such as Dacotah Bank that will be employing our graduates, we were able to put the right people, places, and partners together,” Chicoine said. “The collaboration makes it possible to translate and transfer knowledge where it’s needed most.” Referring to the two schools’ mascots, Chicoine used levity to summarize the new program, “We want to show that Jackrabbits and Wolves can play well together,” he said. The Dacotah Bank Scholars are responsible for leading the collaboration and its promotion, student recruitment and advising, engagement with industry, and course and curricula development. This collaboration will allow students to benefit from the curriculum at both institutions. The new offerings will add value to graduates, better preparing them as they enter the workforce. DACOTAH BANK ANNUAL REPORT 2014 | 8 Farm Rescue F ARM RESCUE BEGAN IN 2005 as a one-man operation, guided by a dream and a strong sense of purpose. Bill Gross works as an airline pilot, but was looking for a way to give back to the region. He knew that if producers can’t harvest their crops due to health issues or natural disasters, their income is essentially wiped out for the year. The continuation of viable farms is the organization’s focus -- viable operations that comprise the backbone and strength of rural communities and businesses. The organization has helped over 300 farm families since their first season in 2006. In 2014, they helped 50 families from North Dakota, South Dakota, Iowa, Minnesota and Montana. Dacotah Bank, one of America’s largest ag lenders, has been a major sponsor of Farm Rescue since 2007. “Supporting Farm Rescue is the right thing to do,” said Dawn Serfoss, Dacotah Bank’s public relations specialist, “Our commitment to giving back always has been part of our focus. Dacotah Bank was created over 60 years ago to serve rural communities.” There are many medical situations such as broken bones, surgeries and cancer, as well as farm accidents, and natural disasters that keep farmers from their fields. But the help that Farm Rescue provides is very specific. The organization works on the ground helping only with planting, harvesting and maintenance. “As a result of 9 | DACOTAH BANK ANNUAL REPORT 2014 the assistance provided by Farm Rescue, farm families can survive potentially devastating circumstances. This enables them to keep the family business intact, which in turn helps the economic well-being of communities. The tangible and intangible benefits of Farm Rescue assistance are far-reaching in terms of communities and families,” said Gross. In 2014, the Gary and Judy Pesall family was wondering how they would manage their crops after Gary had heart surgery. The Webster couple contacted Farm Rescue. The crew of workers from Farm Rescue brought their own equipment and helped put the crops in the ground. Gross said the changing number of farms has impacted how people assist each other in times of hardship. “While neighbors sometimes help one another during a time of crisis, the reality today is that fewer farms and neighbors exist than a generation ago. Farms have also increased in acreage size, requiring a greater time commitment from farmers to plant and harvest their own crop, much less a neighbor’s crop. The assistance Farm Rescue provides allows the family to focus on recovery. Neighbors are also free to focus on their own planting, haying or harvesting to ensure their livelihood is maintained. We help relieve the burden on the family, neighbors and surrounding community.” Gross continues to work as a Boeing 747 Captain for UPS Airlines, flying worldwide. He receives no compensation from Farm Rescue and acts as a volunteer on the board of directors and as the Chairman and President of the organization. Junior Achievement DACOTAH BANK JUNIOR ACHIEVEMENT VOLUNTEERS Chad Bergan Shirley Stein Amanda Grife Bob Compton Barb Ulmer Donna Larson Kristen Fauth VaLynda Weller Matthew Smith Rod Fouberg Andrew Jallo Kip Hanson Alex Grieben Lauri Hopwood Tia Hutt Jessica Hagen B.J. Wiest Kristina McVicker Nancy Kappes Brandy Small Jennifer Pendley Pam Martyn Dave Bangasser Whitney Meyer Durran Schmidt Alicyn Grenz J UNIOR ACHIEVEMENT PROVIDES CLASSROOM INSTRUCTION on aspects of work and money. It is committed to the principles of entrepreneurship and free-market economics. Volunteers teach young children how they can impact the world around them as individuals, workers and consumers. To older students, JA teaches economic and workforce issues. Rodney Fouberg, volunteer and outgoing Dacotah Banks, Inc. chairman of the board, said the program enhances the experience of students particularly in the areas of community and personal finance. “We are committed people behind a movement that seeks to educate and inspire young people to succeed in the global economy,” Fouberg said. Fouberg has been involved with JA since it began in Aberdeen. “I am a board member of JA South Dakota and have been involved since I was a volunteer in one of the pilot classrooms when Aberdeen was being considered as a JA community.” he said. At JA South Dakota, funding is secured through businesses, individuals, foundations and special events. An example of one of those special events is the annual Bowl-A-Thon. Dacotah Bank is a lane sponsor for area JA Bowl-a-thons. The JA organization is almost 100 years old. It was founded nationally in 1919 and began its first chapter in South Dakota in 1968. The organization has grown from 1,663 South Dakota JA students in 1990 to serving over 48,900 today. Over 2,000 South Dakota adults volunteer in state classrooms. Dacotah Bank is this year’s Lead Sponsor for the Sioux Falls area, helping serve almost 23,000 students last year. Dacotah Bank, as a whole, gave $17,400 in 2014 through local and corporate giving, as well as individual employee donations. JA volunteers receive the materials and training to fully engage students through hands-on activities. Programs teach students about workforce readiness, entrepreneurship and financial literacy. JA programs are provided at no cost to schools and in cooperation with the school districts. DACOTAH BANK ANNUAL REPORT 2014 | 10 South Dakota Public Broadcasting S OUTH DAKOTA PUBLIC BROADCASTING IS A FAMILY OF MEDIA that produces and broadcasts commercial-free programs and community outreach projects. With stations, transmitters, and the Internet, the entire state is served with public radio and television. Dacotah Bank has been a major underwriter of SDPB for many years. The television network provides instructional programming for use in schools and public television for all of South Dakota on a seven day a week schedule, as well as cultural programs. SDPB broadcasts 65 hours of educational children’s programming every week with more than 150 hours yearly of general local programming. The stations and SDPB’s website, SDPB.org, have full coverage of the South Dakota State Legislature and all South Dakota High School Activities Association sanctioned tournaments. “High school athletics and fine arts in our local schools are critical to the vitality of a student body’s health and community engagement with their educators and administrators,” said Paul McDonald, Dacotah Bank’s vice president of marketing. “Our financial support of SDPB’s broadcasting of young people performing music and competing on teams at the state’s highest level is rewarding in many ways. Communities and their alumni rally around hometown spirit and pride. The whole state celebrates the talent and future of these bright, young adults,” McDonald said. SDPB Education and Outreach provides resources for teachers, literacy workshops for parents and childcare providers through the Ready to Learn program, continuing education courses for college students and adults, and local educational television programs, as well as conducting other outreach projects for all citizens of South Dakota. The fundraising complement to SDPB is Friends of South Dakota Public Broadcasting. It is a 501 (c)(3) organization dedicated to supporting SDPB's mission of lifelong learning by using direct mail, fundraising drives, telemarketing, underwriting and grants to pay for programming and programming services for the network. “South Dakota Public Broadcasting appreciates our partnership with Dacotah Bank, which makes it possible for SDPB to cover our high school student athletes and artists who compete in 32 different SDHSAA Championships, everything from football, basketball and volleyball to all-state band, chorus, and debate,” said Ryan Howlett, CEO of Friends of SDPB. “Each year nearly a million parents, relatives and loved ones watch on television and online from all 50 states and 14 countries. Without Dacotah Bank, that wouldn’t happen.” The state network is affiliated with the Public Broadcasting System (PBS), and other regional program suppliers. KUSD TV's studio production center in Vermillion is utilized for production of programs about South Dakota, student training, production of Instructional Television, and for satellite delivered teleconferences. Educational television as we know it today was helped into creation by National Educational Television. NET was an American educational broadcast television network that was owned by the Ford Foundation and later co-owned by the Corporation for Public Broadcasting. Operating from May 16, 1954, to October 4, 1970, it was replaced on October 5, 1970, by its direct successor, the Public Broadcasting Service. In the history of public television in South Dakota, KUSD TV went on the air in 1961. It was a lowpowered station and the first educational television station in the state. It is now the flagship station for South Dakota's public television network. In 1967 the State Legislature provided matching funds for a federal grant which enabled a transmitter relocation and a major power increase for the station. By 1978, the entire state had coverage from the television network. 11 | DACOTAH BANK ANNUAL REPORT 2014 Dacotah Bank Tree Donations L ANDSCAPE TREES CAN GIVE A HOUSE THE WOW FACTOR or they can sap its curb appeal. Home owners are advised to take care when selecting tree species and varieties. One rule of thumb is that the trees that reach maturity the earliest are often the most weak. “A fast-growing mature tree can turn into a liability for the next homeowner, even if its life span hasn’t elapsed,” said Aaron Kiesz, Aberdeen City Forester. Some of the most beautiful trees can cause upheavals in sidewalks, exploit foundation or sewer pipe cracks, and drop messy fruits on the lawn. It’s important to investigate a tree’s life span as well as growth shape, maximum height and root system. It may not help to look at what the neighbors have because the most common trees in household yards can also be some of the worst offenders in lowering property values. The Silver Maple has weak, brittle wood that easily breaks during storms. Its shallow root system invades cracked sewage pipes, and is notorious for cracking and heaving driveways and walkways. Poplars can send up hundreds of tiny trees that grow off its extensive root system. Homeowners with American Elm trees may remember how its namesake disease took down many trees locally. “We plant a much wider variety of tree species to try and avoid a similar situation. In a monoculture, like we had with American Elm, it was just primed for disease.” Kiesz said. The city of Aberdeen uses care when choosing trees to plant. Because owners of new homes are required to purchase boulevard trees at the time of obtaining a building permit, many of the older neighborhoods receive new tree plantings from the city. Some newer plantings can be seen on South First and Second Streets. The city beautification project is underwritten in part by Dacotah Bank. Dacotah Bank chairman of the board Richard Westra said the commitment to the tree program helps promote cleaner air, reduce environmental stress, higher property values, and a more beautiful community in which to live. “Elm disease has taken a heavy toll on our boulevard trees here in Aberdeen over the past several years. In the near future we may take heavy losses with our high population of Green Ash. Dacotah Bank remains committed to issues that have a positive impact on our quality of life here in Aberdeen and helping the City of Aberdeen restore these trees supports that continued commitment,” Westra said. The ongoing efforts have earned Aberdeen the Tree City USA designation for over 30 years by the National Arbor Day Foundation. Kiesz said some of his favorite tree species include Hackberry, American Linden, and Bur Oak. American Linden, which is also known as lime or basswood, was considered sacred in the Dark Ages. It has an oval shape with light gray, smooth bark, and grows between 50 and 70 feet tall. Linden leaves have a silver backing. The tree becomes fragrant in late June when its small, light yellow flowers blossom. Another good choice is Honey Locust, but select the thorn-less and pod-less variety. The tree is tough and adaptable, as well as tolerant of pollution, salt and drought. The city is able to meet its $25,000 budget for new trees with the annual help of Dacotah Bank. Always interested in community beautification and upkeep, Dacotah Bank invests in community infrastructure. Dacotah Bank has been providing funds for neighborhood trees since 2006. DACOTAH BANK ANNUAL REPORT 2014 | 12 Valley City Wellness Center I N 2014, THE VALLEY CITY HEALTH, WELLNESS AND PHYSICAL EDUCATION CENTER moved to the top of the list as a significant investment critical to the long-term viability of Valley City and Barnes County. The center is a joint venture between Valley City State University, Valley City Parks and Recreation and the Sheyenne Valley Community Foundation. The $17 million project will benefit the college community as well as Valley City and surrounding communities. Dacotah Bank pledged $100,000 to the project in 2014. “We are at a unique time when Valley City-Barnes County is growing and thriving,” said market president Dick Gulmon. “We are seeing increased activity in our business community. Building a community-based Wellness Center provides an innovative, accessible program to serve the entire region. Individuals and businesses are investing in our community and we should too. Never before have I experienced such excitement over a project for our community and future effects on quality of life and quality of place. I am so proud of Dacotah Bank and to work for a company that is committed to the success, needs and viability of our communities. Dacotah Bank is a leader in that way in every market it serves.” The city voters approved the project at the polls in November 2014. Funding will come from a combination of grants, private donations, student activity fees, a portion of a 1/2 percent sales tax already in place, and a loan from Dacotah Bank. President of the Sheyenne Valley Community Foundation George Gaukler said, “Without Dacotah Bank’s support, the Wellness Center would not be possible.” “Without question, we need a wellness center in Valley City,” said Larry Robinson, Executive Director of 13 | DACOTAH BANK ANNUAL REPORT 2014 Advancement for the VCSU Foundation. “With so much emphasis on wellness and heathy living, a center providing a wide array of services has become a central part of communities across the country. From the beginning, Valley City State University has been in complete agreement that such a facility must be a community-based facility, providing services to all constituencies.” The Wellness Center is important to private business to recruit and retain talent. The Parks and Recreation department will relocate and run all programs at the center. This will include the present Fitness Center, making it handicapped accessible. VCSU will use the space for several of its programs including physical education teaching, athletic training and exercise science programs. Mercy Hospital may use the facility for various programs including physical therapy, cardiac rehabilitation and ongoing wellness programs for chronic illnesses like diabetes. The 62,000 square-foot center includes multi-purpose gym, swimming pool with 4 lap lanes and zero depth entry, hot tub, drop-in child watch and indoor play areas. There will also be 9,600 square feet of dedicated cardio space as well as weight training, running/walking track, classrooms, health services, social/common areas and locker rooms for men, women and families. The community considers the Wellness Center a “game changer.” It is a tremendous investment in the community, and it will serve Valley City-Barnes County residents and VCSU students for years to come. Prairie Family Business Association T HE PRAIRIE FAMILY BUSINESS ASSOCIATION was founded in 1993 as South Dakota Family Business Initiative with the goal of enhancing the long-term survival and success of family businesses. The association works to involve and educate their members, as well as building alliances with complementary organizations. Educational programs including webinars, conferences, peer groups, retreats and tours are provided to support best business practices for family businesses. Members enjoy the unique comradery of peers which allows them to exchange knowledge and experience. “It takes hard work, persistence and determination for a family business to succeed. Families need to be innovative and face challenges that stem from both personal and professional situations created by the overlapping of the family system and the business system,” said Beth Adamson, director of the association. “Despite these obstacles, family businesses are the backbone of our Midwestern economic engine. They provide the majority of employment opportunities, revenue generation and economic growth.” Adamson has been the director since 2001. For the past 14 years, she has worked with business-owning families and professional advisors in the areas of family communication, business development, and family ownership. She received her certificate in Family Business Advising from the Family Firm Institute in 2004. Adamson has eighteen years of experience in sales, management and management training with the United States Chamber of Commerce. The keynote speaker at a recent PFBA conference, Dave Austad, owner and president of Austad’s Golf in Sioux Falls, SD, presented his view of family business as the second generation leader of Austad’s Golf. He spoke about watching his father build a very successful business from the kitchen table, struggling with sibling roles in the business and shared ownership. As Austad prepares the third generation for leadership roles, he stressed the importance of open and clear communication with all family members about leadership and management, the importance of educating family members on the role of ownership, and the importance of keeping employees informed of your transition plans. Dacotah Bank has provided financial support to PFBA for over a decade and continues to be a Generation sponsor. “Membership and participation in the Prairie Family Business Association is a ‘must’ for any family business to be successful in working together for many generations to come,” said Pam Lewis, employee benefits sales manager at Dacotah Insurance. “Prairie Family Business Association is very important to Dacotah Bank since we have served thousands of family owned businesses and farms for generations with financing, insurance and business banking programs.” DACOTAH BANK ANNUAL REPORT 2014 | 14 Governor’s Giant Vision T HE GOVERNOR’S GIANT VISION AWARDS were created to nurture entrepreneurs. Many people have great ideas but don’t know how to bring them to fruition. The Governor’s Giant Vision is a competition that helps people refine their ideas, create business plans and practice pitching their idea to investors. The project can also net some needed capital for startup costs. Businesses can win up to $20,000 and students up to $5,000. A panel of business experts reviews all entries and selects up to ten qualifiers to attend the final competition in Sioux Falls. Qualifiers give presentations and discuss their ideas with seasoned business and financial experts. Selection of winners is based on the viability of the business proposal, including considerations of potential competition, likelihood of success, market size and profitability. The judges give heavier weighting to business proposals that have the potential to advance employment or the economic base in South Dakota. The contest is a program of the South Dakota Chamber of Commerce and Industry and the Governor’s Office of Economic Development. It gives entrepreneurs the opportunity to develop ideas, write a business plan and make a formal presentation. The Governor’s Giant Vision celebrates its 11th year in 2015. Those entering the Governor’s Giant Vision Business Competition submit a written business plan that outlines the business idea, potential markets, production requirements and other standard items. All South Dakotans with ideas for their own business are encouraged to apply each year. The competition is open to entrepreneurs with new ideas that they believe would benefit from the review and analysis process of the competition. Existing companies may enter, but only those that have been in business three years or less and have annual sales revenues under $300,000. Dacotah Bank contributes annually to the competition. The broad goal of the program is to encourage people to explore being a business owner and to create a viable future while also expanding South Dakota’s economy. While the prize money will help the finalists, the contacts and rigor required to be a qualifier will prepare each entrepreneur to advance their business idea. Ten qualifiers are selected each year. “As a sponsor of the Governor’s Giant Vision Business Competition, Dacotah Bank is providing an opportunity for South Dakota small business owners to share their ideas, dreams and visions with a group of well-rounded business experts from across the state,” said Dave Bangasser, southeastern regional president for Dacotah Bank. “As a past judge for the competition, it has been rewarding to see the passion that each participant has for their individual business, and their desire to see their business succeed. I have a renewed respect and appreciation for the dedication of entrepreneurs. Small business is the lifeblood of our economy, and competitions such as the Giant Vision are a great way of supporting their efforts. Dacotah Bank is proud to be a partner with such a meaningful program.” L to R: David Owen, President, South Dakota Chamber of Commerce and Industry 2014 $20,000 Business Competition Winner Craig Arnold, Nanofiber Separations, Rapid City Governor Dennis Daugaard 15 | DACOTAH BANK ANNUAL REPORT 2014 South Dakota Veterans Home T HE SOUTH DAKOTA STATE VETERANS HOME has been providing medical care to veterans for well over 100 years. The South Dakota Veterans Home began life as the Dakota Soldiers’ Home. It was created by the Territorial Legislature in 1889 and built on 193 acres in the southern Black Hills region, near Hot Springs. The new home was secured with state and federal funds. J. Scull Construction is constructing the new home and expectations are for it to be completed in 2015. The new building is a 133,000 square feet facility with 100 beds (52 skilled nursing beds on the main level and 48 nonskilled or residential living beds on the upper level). The living spaces will be broken into neighborhoods housed in eight wings. In 1998, the State dedicated the South Dakota Veterans Home to Medal of Honor recipient Michael J. Fitzmaurice. The home seeks to provide a quality Fitzmaurice received the Medal of Honor for conspicuous gallantry and intrepidity of action at the risk of his life living environment, along with quality above and beyond the call of duty in Vietnam in 1971. A medical support, in an independent Michael J. Fitzmaurice State Veterans Home Endowment living and long-term care setting for Fund has been created to build a permanent endowment eligible South Dakota Veterans and their from which investment income will be used for activities, spouses, widows, or widowers. programs and equipment to enhance the quality of life for the residents of the home. Dacotah Bank, was one of first contributors, and has pledged $20,000 over three “Dacotah Bank is pleased to be able to help with funding years to the fund. The home’s goal is $3 million dollars as of equipment for the new Veterans Home,” said Rick a permanent fund. Rylance, western regional president for Dacotah Bank. “The new facility is going to be a great addition in helping A new building for housing veterans is currently under the veterans with a comfortable environment in which to construction. The home seeks to “preserve the old and live. South Dakota takes care of its veterans and Dacotah add conveniences of the new, making a true home Bank is happy to be a small part of that effort.” environment,” according to the organization’s literature. DACOTAH BANK ANNUAL REPORT 2014 | 16 4-H Character Counts S OUTH DAKOTA’S 4-H CHARACTER COUNTS PROGRAM is a statewide program to support and partner with communities to teach youth and adults character building traits. The program is built on the consensus that no matter how diverse opinions, personalities and backgrounds are, there are ethical principles that clearly define humans at their best. The six character traits the program teaches are trustworthiness, respect, responsibility, fairness, caring and citizenship. These principles are important because they are the foundation of the participation expectations for youth and adults involved in 4-H. The Character Counts program was developed by the Josephson Institute of Ethics in 1992. In 1996, Character Counts was started in South Dakota under the direction of the SDSU Extension service and supported by the South Dakota 4-H Foundation. In partnership with the South Dakota State University 4-H Foundation, the project offers resources and training to communities and schools across the state. Local coalitions design and carry out programs to fit their needs. South Dakota was one of the first states to adopt Character Counts into 4-H and Extension. Extension 4-H Youth Advisors reach each of South Dakota’s 67 counties and work with the project as needs are identified. Over 2,500 adults and 700 young people have been trained to teach the Character Counts framework to youth across the state. Now recognized as a leader in character education, South Dakota has become a state to watch. 17 | DACOTAH BANK ANNUAL REPORT 2014 Character Counts uses tried-and-true teaching methods to introduce the character principals into classrooms and youth groups ranging from elementary to high schools. Discussion groups, role playing, art projects, and many other teaching methods are used. The language of the program is consistent and easy to understand. When it is repeated throughout all grades and throughout the community, the repetition is a proven learning method. “When we sponsored 4-H Character Counts in the Clark Elementary, we involved our staff in helping children learn the importance of the six character traits,” said Tom LaBrie market president at the Dacotah Bank in Clark. “Our staff was challenged to bring real life learning opportunities to the classroom to help mold the character of our youth. These same categories apply in our workplace, so it was a positive reinforcement of how we should all act in our daily lives. When the children saw us in public afterwards, they were reminded of these elements and created a bond between us. As instructors, we knew we were being ‘watched’ as we (adults) always are and it helped reinforce these characteristics in our business and personal lives.” Dacotah Bank contributed over $10,000 last year to the program. United Way T HE UNITED WAY’S VISION is a world where all individuals and families achieve their human potential through education, income stability and healthy lives. United Way improves lives by mobilizing the caring power of communities around the world to advance the common good. The organization’s current 10 year goals are to improve education and cut the number of high school dropouts — 1.2 million students every year — in half; help people achieve financial stability and get 1.9 million working families — half the number of lower-income families who are financially unstable — on the road to economic independence; and promote healthy lives by increasing by one-third the number of youth and adults who are healthy and avoid risky behaviors. The United Way considers their core strengths to be a national network, committed partners and public engagement capacity. It exists as a not-for-profit organization that unites funds collected community wide and human services agencies. It makes it easier on community members who can contribute in one spot and know they are addressing all the human services needs in their surroundings. On average 25 percent of member agencies’ budgets come from funds contributed through the annual campaign. United Way helps everyone work together as one community to identify and impact the issues that affect so many. “It truly takes participation from all of us,” said Bob Compton, Dacotah Bank senior vice president human resources and chairman of the Aberdeen campaign. “The United Way’s aim is to provide a stable funding resource to address needs through a consolidated ‘ask’ from the agencies. Just as so many people tithe to their respective churches, the United Way provides the opportunity to tithe back to your community. When community members give, more children will be cared for, more senior citizens will receive a balanced meal, more families and troubled youth will receive needed guidance and support, more needy citizens will be cared for and clothed in times of need.” DACOTAH BANK ANNUAL REPORT 2014 | 18 Make-A-Wish Clockwise L to R: Hudson wished to go to the Pro Bowl. Morgan wished to go to Walt Disney World. Ayren wished to go to Walt Disney World. Jordan wished to meet The Piano Guys. M AKE-A-WISH GRANTS THE WISHES OF CHILDREN with life-threatening medical conditions to enrich the human experience with hope, strength and joy. Nationally, the organization estimates it grants a wish every 38 minutes. They believe that a wish experience can be a gamechanger with improved health status, enhanced state of mind and stronger community. Wishes are more than just a nice thing. And they are far more than gifts or singular events in time. Wishes impact everyone involved - wish kids, families, volunteers, donors, sponsors, medical professionals and communities. For wish kids, just the act of making their wish come true can give them the courage to comply with their medical treatments. Parents might finally feel like they can be optimistic. According to a 2012 Wish Impact Study that surveyed wish kids, parents, health professionals, and volunteers, a wish come true empowers children to fight harder against their illnesses. condition that has placed the child’s life in jeopardy). The way they craft wishes is by sending wish teams to learn the child’s one true wish. These committed volunteers connect with the wish children, awaken their imaginations and help them envision an experience with the power to change lives. Then the wish granters and staff create an unforgettable experience driven by the child’s creativity. Local chapters are generally organized by state. In Dacotah Territory there is one in each of our three states. The Minnesota chapter of Make-A-Wish opened in 1983, with South Dakota following the next year and North Dakota getting on board in 1985. Dacotah Bank is proud to provide support for this magical charity. “Make-A-Wish is a unique organization that has the privilege of touching lives that have been through so much pain,” said Jennifer Pendley, Dacotah Bank customer service representative from Watertown. “A wish is an opportunity to put a little bit of hope and The organization relies on medical professionals, parents happiness into a child’s life. It is a pure joy that Dacotah and children themselves for referrals. Children who Bank has been able to partner with Make-A-Wish in have reached the age of 2½ and are under the age making five dreams come true over the last several years of 18 at the time of referral – and have not received a with more to come.” wish from another wish-granting organization – may be “We are grateful to Dacotah Bank for your investment to eligible for a wish. help us toward our vision of granting every eligible child’s The child’s medical eligibility is determined with the wish,” Paul Krueger, president and CEO of Make-A-Wish help of the treating physician. To receive a wish, the South Dakota. “You are helping to give hope, strength child must be diagnosed with a life-threatening medical and joy to deserving kids and their families.” condition (i.e., a progressive, degenerative or malignant 19 | DACOTAH BANK ANNUAL REPORT 2014 Relay for Life R ELAY FOR LIFE IS A COMMUNITY BASED FUNDRAISING EVENT of the American Cancer Society. More than 5,200 Relay For Life events take place in 24 countries. As the American Cancer Society's most successful fundraiser and the organization's signature event, the mission of Relay For Life is to raise funds to improve cancer survival, decrease the incidence of cancer, and improve the quality of life for cancer patients and their caretakers. Each Relay For Life event is special to its community, but the movement's true power lies in the combined commitment of thousands of participants, volunteers, and supporters to help the American Cancer Society save lives from cancer. Each A Relay For Life event is organized under a volunteer Relay Committee, and implemented by volunteers. It is often a multi-day public gathering, spanning all day and night either indoors or outdoors, and many people bring tents and camp out around the walking tracks. Currently, almost 4 million people take part in Relay events. At Relay For Life events, communities across the globe come together to honor cancer survivors, remember loved ones lost, and fight back against a disease that has already taken too much. There are 14 million cancer survivors who will celebrate another birthday this year. DACOTAH BANK ANNUAL REPORT 2014 | 20 Children’s Home Society T HE CHILDREN’S HOME SOCIETY helps coordinate domestic and international adoptions and works for child welfare worldwide. Respected for their legacy of excellence in adoption services, the society believes that every child deserves a permanent, loving family. Today the need for adoption is most urgent for older children, sibling groups, children with a history of abuse and neglect, and children with known medical and special needs. With their coordination comes ongoing adoptive support. Children’s Home Society offers educational and cultural events, travel, search and background services, and opportunities to connect to the larger adoption community. The society recognizes that adoption is a lifelong journey and believes that all members of the adoption circle should have access to education, support and resources at every stage of life. The services are child centered with the best interest of the child at the center of their work. The program operates on the belief that all children deserve and need permanent families. They are committed to using best practices that provide thorough, ethical, transparent and inclusive services throughout the adoption process. The organization strives to provide quality services that meet the needs of children and families and set an example of excellence for the adoption community. 21 | DACOTAH BANK ANNUAL REPORT 2014 Established in 1893, Children's Home Society is South Dakota's oldest human services, nonprofit organization. The mission is to protect, support and enhance the lives of children and families. Programs include emergency shelter, residential treatment and education for children ages 4-14, foster care and adoption services, as well as prevention and education resources. While serving victims of domestic violence and child abuse, it is also part of the society’s mission to partner with caring parents to help children with emotional or behavioral problems. Children’s Home Society is licensed by the South Dakota Department of Social Services. Dacotah Bank gives generously to the Children’s Home Society and supports the idea that all children deserve a family. The 2014 Christmas season marked the 13th year the society has partnered with children’s book author Tom Roberts to produce his stories. His newest story, Return to The Farm - A Christmas Journey, is a tale of his childhood memories of Christmas on a farm near Ipswich, SD. The Christmas book series promotion has raised over $971,000. Boys and Girls Clubs T HE BOYS AND GIRLS CLUB’S MISSION is to enable all young people, especially those whose need is greatest, to reach their full potential as productive, caring, responsible citizens. Boys and Girls Clubs provide a safe place to learn, grow and develop ongoing relationships with caring, adult professionals, as well as providing life-enhancing programs and character development experiences. Boys and Girls clubs provide services nationwide to over 4 million kids from more than 4,100 clubs. The clubs offer evidence-based programs and advocate for positive outcomes for youth in the areas of academic success, healthy lifestyle, and good citizenship and character. Activities are varied. As an example, the Boys and Girls Club of Brookings has an Art Room that helps youth have fun and educational activities enabling them to expand their imaginations and creativity. Programs include painting projects, creative poster contests, pottery clubs, music making, drama club, keyboarding club, guitar club, songwriting club, beading and jewelry making. Youth can also put on short plays and puppet shows and play the piano and organ. The Brookings location also hosts Club 5, a program that focuses on daily homework help in a positive, supportive environment. Club 5 youth meet every day for an hour and receive help in a low staff to youth ratio classroom. Project Green educates youth about the importance of recycling and keeping our earth clean. Members are given the opportunity to learn about recycling methods, how pollution impacts our world, and what they can do to help out. “One of the strategic goals of the Boys and Girls Club of the Aberdeen Area is to be the leader in youth development by creating collaborations with communities, schools and other youth organizations,” said Bryan Schmidt, board president of Boys and Girls Club of the Aberdeen Area. “Our collaboration with Dacotah Bank, both financially and through the bank’s encouragement and support of employee participation in community service, has allowed the club and their board to continue to focus on its mission of enabling all young people.” The Sioux Empire Boys and Girls Club in Sioux Falls has the Money Matters program. It promotes financial responsibility and independence among Club members ages 13 to 18. Participants learn how to manage a checking account, create a budget, save and invest, start small businesses and pay for college. The club also offers a healthy lifestyle option called Smart Moves. It offers more than simply emphasizing a “Say No” message. The program teaches young people ages 6 to 15 how to say no by involving them in discussion and role-playing, practicing resistance and refusal skills, assertiveness, strengthening decisionmaking skills and analyzing media and peer influence. There is a very low cost for membership, which on average is about $20 per year. Dacotah Bank has provided volunteer, financial and executive support to all Boys and Girls clubs in Dacotah Territory. DACOTAH BANK ANNUAL REPORT 2014 | 22 Independent Auditor’s Report The Stockholders and Board of Directors Dacotah Banks, Inc. Aberdeen, South Dakota Independent Auditor’s Report Independent Auditor’s Report Report on the Financial Statements The the Stockholders andconsolidated Board of Directors We have audited accompanying financial statements of Dacotah Banks, Inc. and subsidiary, which comprise the consolidated The Stockholders and Board of Directors Dacotah Banks, Inc. balance sheets as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in Dacotah Banks, Inc. Dakota stockholders’Aberdeen, equity, andSouth cash flows for each of the years in the three-year period ended December 31, 2014, and the related notes to the Aberdeen, South Dakota financial statements. Management’s Responsibility for the Financial Statements We have audited the accompanying consolidated balance sheets of Dacotah Banks, Inc. and subsidiaries auditedfor31, thetheaccompanying consolidated balance Dacotah Banks, Inc. andstockholders’ subsidiaries ManagementWe responsible preparation and fair the presentation ofsheets these of consolidated financial statements in accordance with asisofhave December 2011 and 2010, and related consolidated statements of income, as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders’ accounting principles generally accepted in theofUnited States this period includesended the design, implementation, and maintenance equity, and cash flows for each the years in of theAmerica; three-year December 31, 2011. These equity, and cash for each of the years in the three-year period financial ended December 31, 2011. These of internal control relevant toflows the statements preparation and fair presentation of the consolidated statements that are free from material consolidated financial are the responsibility of Company’s management. Our responsibility consolidated financial are the responsibility the Company’s management. misstatement, duean toopinion fraud statements oron error. is whether to express these consolidated financial of statements based on our audits. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Auditor’s Responsibility We conducted our audits in accordance with auditing standards generally accepted in the United States of We conducted our audits inrequire accordance with auditing standards generally accepted the United States ofour audits in Our responsibility is toThose express an opinion on these consolidated statements onreasonable our in audits. We conducted America. standards that we plan and financial perform the audit tobased obtain assurance about America. Those standards require that we plan and perform the audit to obtain reasonable assurance about accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan whether the financial statements are free of material misstatement. An audit includes examining, on a testand perform the financial statements free the of and material misstatement. auditare includes examining, on a test the audit to whether obtain reasonable assurance about whether consolidated financial statements free from material misstatement. basis, evidence supporting the are amounts disclosures in theAnfinancial statements, assessing the basis, evidence supporting the amounts and disclosures in the financial statements, assessing the An audit involves performing procedures to obtain audit estimates evidence about and disclosures the consolidated accounting principles used and significant made the by amounts management, as well asin evaluating the financial accounting principles used presentation. and made byaudits management, wellrisks as of evaluating the statements. The procedures selected depend on significant the auditor’s judgment, including the assessment ofreasonable the material of overall financial statement Weestimates believe that our provide aas basis for misstatement our overall financial statement presentation. We believe that our audits provide a reasonable basis for our the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control opinion. opinion. relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in audit also includes evaluating the appropriateness accounting reasonableness of In the ourcircumstances. opinion, theAnconsolidated financial statements referred to of above presentpolicies fairly,used in and all the material In our opinion, the consolidated statements to above present fairly, in31, all2011 material significant accounting estimates made by management, as well as evaluating the subsidiaries overall presentation the consolidated financial respects, the financial position of financial Dacotah Banks, Inc.referred and as of of December and statements. respects, the financial position of Dacotah Banks, Inc. and for subsidiaries asyears of December 31, 2011 and 2010, and the results of their operations and their cash flows each of the in the three-year period We believe that the audit wetheir have operations obtained is and sufficient and to provide basis for our three-year audit opinion. 2010, theevidence results their accounting cashappropriate flows for each ofgenerally thea years in the period ended and December 31, of2011, in conformity with principles accepted in the United December 31, 2011, in conformity with accounting principles generally accepted in the United Opinion ended States of America. States of America. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of We Inc. haveand also auditedasinofaccordance with attestation established the American Institute of for each of Dacotah Banks, subsidiary December 31, 2014 and 2013,standards and the results of their by operations and their cash flows We have also audited in accordance withBanks, attestation established by financial the American Institute Public Accountants, Dacotah Inc.’sstandards internal control over reporting as of of the years in Certified the three-year period ended December 31, 2014, in accordance with accounting principles generally accepted in the United Certified Accountants, Dacotah Banks, Inc.’s internal control over financial reporting as the of DecemberPublic 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by States of America. December based on criteria established in Internal Commission Control-Integrated Framework the Other Matter Committee31, of 2011, Sponsoring Organizations of the Treadway (COSO), and our issued report by dated Other Matter Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated We have also examined, accordance with attestation standards established by the American Institute of March 30, 2012,inexpressed an unqualified opinion. March 30, 2012, expressed an unqualified opinion. Certified Public Accountants, Dacotah Banks, Inc.’s internal control financial reporting as of We have also examined, in accordance with attestation standards established by theover American Institute of Certified Public Accountants, Dacotah Banks, internal over financial reporting as of1992 December 31, 2014, based on criteria Framework established in the 1992 Internal December 31,Inc.’s 2013, basedcontrol on criteria established in the Internal Control-Integrated Control-Integrated Framework issued by the Committee of Sponsoring Organizations the Treadway Commission (COSO), issued by the Committee of Sponsoring Organizations of the TreadwayofCommission (COSO), and our and our report dated 2015, expressed an unqualified opinion. reportMarch dated31, April 14, 2014, expressed an unqualified opinion. Aberdeen, South Dakota Aberdeen, March 30, South 2012 Dakota March 30, 2012 Aberdeen, South Dakota March 31, 2015 Aberdeen, South Dakota April 14, 2014 w ww .ei de bai ll y .com 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 24 Second Ave. S.W. | P.O. Box 430 | Aberdeen, SD 57402-0430 | T 605.225.8783 | F 605.225.0508 | EOE 23 | DACOTAH BANK ANNUAL REPORT 2014 1 1 FINANCIAL STATEMENTS Consolidated Balance Sheets DECEMBER 31, 2014 AND 2013 (Dollar Amounts in Thousands) 2014 2013 ASSETS Cash and cash equivalents Cash due from banks $66,006 $ 67,333 Interest-bearing deposits in bank 21,80036,300 Total cash and cash equivalents Time deposits in banks Securities Loans held for sale Loans, net of allowance for loan and lease losses Interest receivable Premises and equipment, net Foreclosed assets Investment in life insurance contracts Deferred income tax asset Goodwill Intangible assets Other assets Total assets 87,806 103,633 6,893 11,094 294,582 332,519 - 866 1,657,916 1,539,558 18,755 17,810 46,520 45,570 1,658 3,252 36,54935,410 11,74210,160 6,4136,413 2,514 3,268 1,453 1,269 $2,172,801 $ 2,110,822 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES $1,890,339 $ 1,860,232 Deposits Borrowings 37,000 20,000 Interest payable 2,462 3,372 Accrued expenses and other liabilities 18,927 15,482 Total 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 Treasury stock, 319,602 shares in 2014 and 306,156 shares in 2013, at cost Total stockholders’ equity Total liabilities and stockholders’ equity 1,948,728 1,899,086 5,714 5,714 12,016 11,545 221,946 207,285 (291) (1,374) (15,312) (11,434) 224,073 211,736 $ 2,172,801 $ 2,110,822 See Notes to Consolidated Financial Statements DACOTAH BANK ANNUAL REPORT 2014 | 24 FINANCIAL STATEMENTS Consolidated Statements of Income YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Dollar Amounts in Thousands) 201420132012 INTEREST INCOME Loans $ 79,339 $ 78,063 $ 79,398 Securities Taxable 3,547 3,661 4,133 Exempt from federal income taxes 1,016 1,089 1,038 Deposits in banks 114 82 88 Federal funds sold 86 98 145 84,102 82,99384,802 INTEREST EXPENSE Deposits 6,610 8,983 15,344 Borrowings 612 624 711 7,222 9,607 16,055 NET INTEREST INCOME 76,880 73,386 68,747 PROVISION FOR LOAN AND LEASE LOSSES 4,050 5,250 6,750 NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES 72,830 68,136 61,997 NON-INTEREST INCOME Income from fiduciary activities 1,793 1,778 1,202 Service charges on deposit accounts 3,752 3,849 3,956 Insurance commissions 4,383 4,169 4,068 Fees on sale of residential mortgages 960 1,660 2,634 Other income 5,971 5,223 4,109 16,859 16,679 15,969 NON-INTEREST EXPENSES Salaries and employee benefits 38,424 35,316 31,692 Occupancy, net 4,641 4,372 3,967 Furniture and equipment 2,163 2,292 2,176 FDIC assessment 1,321 1,385 310 Other expenses 14,022 13,342 12,438 60,571 56,707 50,583 INCOME BEFORE INCOME TAXES 29,118 28,108 27,383 INCOME TAX EXPENSE 10,527 9,726 9,259 NET INCOME $ 18,591 $ 18,382 $ 17,854 PER SHARE OF COMMON STOCK Net income - basic $ 16.57 $ 16.43 $ 16.03 3.50 $ 3.20 $ 3.00 Cash dividends declared See Notes to Consolidated Financial Statements. 25 | DACOTAH BANK ANNUAL REPORT 2014 $ FINANCIAL STATEMENTS Consolidated Statements of Comprehensive Income NET INCOME 201420132012 $ 18,591 OTHER COMPREHENSIVE INCOME Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period Tax (expense) benefit $ 18,382 $ 17,854 1,679 (5,644) 689 (596) 1,987 (241) Other comprehensive income (loss) 1,083 (3,657) 448 Comprehensive Income $19,674 $14,725 $18,302 DACOTAH BANK ANNUAL REPORT 2014 | 26 FINANCIAL STATEMENTS Consolidated Statements of Stockholders’ Equity YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Dollar Amounts in Thousands) BALANCE, DECEMBER 31, 2011 Total $ 184,082 CommonCapital Stock Surplus $ 5,714 $ 10,188 Net income 17,854 - - Other comprehensive income 448 - - 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 Net income 18,382 Other comprehensive loss (3,657) Executive incentive stock awards 5,714 10,704 - - - - 320 - 242 Sale of treasury stock, net 707 - 599 Cash dividend declared, $3.20 per share (3,580) - - BALANCE, DECEMBER 31, 2013 211,736 5,714 11,545 Net income 18,591 - - Other comprehensive income 1,083 - - Executive incentive stock awards 182 - 143 Purchase of treasury stock, net (3,589) - 328 Cash dividend declared, $3.50 per share (3,930) - - BALANCE, DECEMBER 31, 2014 See Notes to Consolidated Financial Statements. 27 | DACOTAH BANK ANNUAL REPORT 2014 $ 224,073 $ 5,714 $ 12,016 FINANCIAL STATEMENTS Consolidated Statements of Stockholders’ Equity (continued) Retained Earnings Accumulated OtherShares Comprehensive Treasury Income (Loss) Stock Common Treasury $ 177,973 $ 1,835 $ (11,628) 17,854-- 1,429 316 - - - 448 - - - - - 77 - (4) - - (69) - - - - 1,429 312 (3,344) - 192,483 2,283 - (11,620) 18,382-- - - -(3,657) - - - - - 78 - (6) - - 108 - - - - 1,429 306 - - - - - - 39 - (1) - 15 (3,580) - 207,285 (1,374) 18,591 - - - - -(3,917) - - (11,434) 1,083 (3,930)-- 221,946 (291) (15,312) - 1,429 320 DACOTAH BANK ANNUAL REPORT 2014 | 28 FINANCIAL STATEMENTS Consolidated Statements of Cash Flows YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Dollar Amounts in Thousands) 201420132012 OPERATING ACTIVITIES Net income $ 18,591 $ 18,382 $ 17,854 Adjustments to reconcile net income to net cash from operating activities: Provision for loan and lease losses 4,050 5,250 6,750 Depreciation and amortization 6,361 7,018 6,896 Executive incentive stock awards 182 320 319 Provision for deferred income taxes (2,178) (1,448) (390) Loss on sale of premises and equipment and foreclosed assets 136217 Increase in investment in life insurance contracts (1,139)(1,095) (1,206) Decrease (increase) in loans held for sale 866 2,953 (932) (Increase) decrease in interest receivable (945) (261) 1,037 (Increase) decrease in other assets, net (184) 2,832 1,144 Decrease in interest payable (910) (1,941) (1,416) Increase in accrued expenses and other liabilities 3,445 1,749 3,089 Net cash from operating activities 28,275 33,976 33,145 INVESTING ACTIVITIES Proceeds from maturities and calls of securities available for sale, interest-bearing deposits with banks and federal funds sold 165,280 127,731 171,471 Purchases of securities available for sale and interest-bearing deposits with banks (123,145) (95,336) (206,875) Net increase in loans (122,865) (63,181) (115,328) Proceeds from sale of premises and equipment 44108 - Purchases of premises and equipment (4,909) (4,388) (3,128) Proceeds from sale of foreclosed assets 1,905 1,423 540 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 (83,690) (37,281) (178,120) FINANCING ACTIVITIES Increase in non-interest-bearing deposits, net 39,922 16,222 123,879 Increase in interest-bearing deposits, net 64,355 64,512 104,677 Decrease in certificates of deposits, net (74,170) (81,268) (82,416) Repayments of borrowings (3,000) (13,005) (4,004) Advances of borrowings 20,00012,000 (Purchase) sale of treasury stock, net (3,589) 707 205 Dividends paid to stockholders (3,930) (3,580) (3,344) Net cash from financing activities 39,588 (4,412) 138,997 NET CHANGE IN CASH AND CASH EQUIVALENTS (15,827) (7,717) (5,978) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 103,633 111,350 117,328 CASH AND CASH EQUIVALENTS, END OF YEAR See Notes to Consolidated Financial Statements. 29 | DACOTAH BANK ANNUAL REPORT 2014 $ 87,806 $ 103,633 $ 111,350 FINANCIAL STATEMENTS Consolidated Statements of Cash Flows (continued) Supplemental disclosures of cash flow information: 201420132012 Cash payments for: Interest $ 8,132 $ 11,518 $ 17,471 Income taxes 11,875 11,554 8,351 Supplemental schedule of non-cash investing and financing activities: 201420132012 Other real estate acquired in settlement of loans $ 457 $ 2,422 $ 1,010 DACOTAH BANK ANNUAL REPORT 2014 | 30 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements NOTE 1 – PRINCIPAL ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES Principal Business Activity Dacotah Banks, Inc. (Company) is the parent holding company of Dacotah Bank which provides a full range of banking services to individuals and businesses through its market locations in Aberdeen, Brookings, Clark, Custer, Faulkton, Lemmon, Mobridge, Rapid City, Sioux Falls, Sisseton, Watertown, and Webster, South Dakota, Dickinson, Hettinger, Jamestown, Minot, Rolla, and Valley City, North Dakota, and Morris, Minnesota. Trust services are provided to individuals and businesses throughout the Bank’s footprint and general insurance operations are conducted in fifteen of the thirty-four locations. 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. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company and subsidiary bank 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 and lease losses. Significant Group Concentrations of Credit Risk Most of the Company’s loans are with customers primarily located in Minnesota, North Dakota, and South Dakota. Concentrations of credit are present in the agricultural and commercial sectors. Due to the significant economic impact of these sectors on the markets served by the Company, all loans, regardless of type, are impacted when significant events occur within these industry sectors. Loans for agricultural purposes comprised approximately 46% and 43% of total loans as of December 31, 2014 and 2013. Loans for commercial purposes, including commercial real estate, comprised approximately 33% and 35% of total loans as of December 31, 2014 and 2013. 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. Time 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 ownership in these institutions is restricted, these securities are carried at cost and evaluated periodically for impairment. 31 | DACOTAH BANK ANNUAL REPORT 2014 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) 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. Fair Value Measurements The Company determined the fair value of certain assets in accordance with a framework for measuring fair value under generally accepted accounting principles. Fair value is defined 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. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy 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 and lease 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 and lease 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 and Lease Losses The allowance for loan and lease losses, ALLL, is established and maintained by a provision for loan and lease losses against the Company’s earnings. The ALLL is an estimate of uncollectible amounts used to reduce the carrying value of loans and leases to the amount that is expected to be collected. In accordance with generally accepted accounting principles Dacotah Bank maintains a prudent, conservative, but not excessive, allowance for loan and lease losses. Loan and lease losses are charged against the ALLL when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the ALLL. Dacotah Bank has designed and implemented an ALLL methodology and system to reasonably estimate its loan and lease losses as of each quarter and year-end. The determination of the amounts of the ALLL and provisions for loan and lease losses are based on management’s current judgments about the credit quality of the loan portfolio, and consider all known relevant internal and external factors that affect loan collectability as of the reporting date. Losses are charged-off in the period in which loans or portions thereof are determined to be uncollectible. DACOTAH BANK ANNUAL REPORT 2014 | 32 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) ALLL estimates are based on a comprehensive, well-documented, and consistently applied analysis of the loan portfolio. An appropriate ALLL covers estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated credit losses inherent in the remainder of the loan and lease portfolio. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. To account for loans and the ALLL required, Dacotah Bank has separated loans into two distinct groups. Named after the accounting principles that prescribe them, Dacotah Bank measures individually-impaired loans according to Accounting Standards Codification (ASC) Subtopic 310-40 (Formally FAS 114). Those loans not considered to be impaired are measured using ASC Subtopic 450-20 (Formally FAS 5). In general, loans are impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, both principal and interest, according to the contractual terms of the original loan agreement. Individually impaired loans have risk characteristics that are unique to the individual borrower and the Company applies measurement methods on a loan-by-loan basis. For loans that are individually evaluated and determined to be impaired, estimates reflect one of three measurement methods as of the evaluation date: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate, (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. The Company groups non-impaired loans into homogenous groups based on similar risk characteristics using the loan groups established in the Call Report. Quantitative factors, in the form of historical loss rates, are applied to each of the loan groups based on a 20-quarter, equally-weighted trailing average of net charge-offs. The most recent quarterly data included in the 20-quarter pool is the prior quarter’s Call Report information. Qualitative Factors, or “environmental factors,” are utilized to provide a forward-looking loss estimate based on management’s subjective input. Environmental factors are used to reflect changes in the collectability of the portfolio not captured by the historical loss data. These factors augment actual loss experience and help to estimate the probability of loss within a loan portfolio based upon emerging or inherent risk trends. Dacotah Bank uses the nine factors outlined in the 2006 Interagency Guidance for the allowance for loan and lease losses. Changes to any qualitative factor are the result of input provided by market staff, Credit Administration or management. Management has determined that the development of well-supported and appropriate environmental factors for homogenous loan pools when determining the ALLL requires 1) meaningful and thoughtful consideration of all of the environmental factors to which a particular portfolio is currently vulnerable, 2) the ability to segment the loan portfolio into pools that behave similarly under certain economic conditions, 3) the development of supportable values for all environmental factors, and 4) the ability to fully understand the fundamental behaviors and underlying risk of each portfolio sector. 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. 33 | DACOTAH BANK ANNUAL REPORT 2014 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) 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 subsidiary. 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 5 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. Advertising costs was approximately $1,120, $1,025 and $936 for the years ended December 31, 2014, 2013 and 2012. DACOTAH BANK ANNUAL REPORT 2014 | 34 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) 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. 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: 201420132012 Average number of common shares outstanding (in thousands) 1,122 1,119 1,114 Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying financial statements to maintain consistency between periods presented. The reclassifications had no impact on net income or stockholders’ equity. 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. 35 | DACOTAH BANK ANNUAL REPORT 2014 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 2 - ACQUISITION OF DONNELLY BAUCSHARES, INC. AND UNITED FARMERS & MERCHANTS STATE BANK AND UNITED AMERICAN AGENCY, LLC 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) with locations in Chokio and Morris, Minnesota. 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 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 1,198 40,504 (35,206) (30) (205) (35,441) $ 5,063 The core deposit intangible will be amortized on a sum of the years digits basis over 50 months, resulting in amortization of $471 and $139 in 2014 and 2013. 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 $ 13,872 (139) 13,733 (195) Fair value of loans acquired $ 13,538 On September 13, 2013, the 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 the bank noted above. DACOTAH BANK ANNUAL REPORT 2014 | 36 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) 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 $ 119 152 381 155 807 (113) Total purchase price $ 694 The insurance files intangible will be amortized on the straight line basis over 10 years, resulting in amortization of $38 in 2014. 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, 2014. 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, 2014 and 2013 consist of the following: Securities available for sale, at fair value Investments in government corporations, at cost 2014 2013 $ 282,912 11,670 $ 294,582 $ 321,715 10,804 $ 332,519 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, 2014 Securities Available For Sale U.S. Government and Federal Agency $ 169,939 State and Municipal 51,825 Mortgage-Backed 60,429 Other 1,172 $ $ 283,365 $ 1,053 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 37 | DACOTAH BANK ANNUAL REPORT 2014 $ 323,847 113 $ 1,197 $ 168,855 334 61 52,098 606 248 60,787 - - 1,172 $ $ 1,506 564 $ 475 313 - 1,352 $ $ 282,912 2,396 $ 217,080 368 56,258 720 47,404 - 973 3,484 $ 321,715 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Investment securities with a carrying value of $185,168 and $179,088 as of December 31, 2014 and 2013, respectively, were pledged to secure public deposits and for other purposes required by law. The amortized cost and fair value of debt securities by contractual maturity at December 31, 2014 follows: Amortized Cost Fair Value Within one year $ 20,483 $ 20,551 Over one through five years 219,255 218,607 Over five through ten years 35,191 35,298 Over ten years 8,436 8,456 $ 283,365 $ 282,912 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 2014, 2013 and 2012. Information pertaining to securities with gross unrealized losses at December 31, 2014 and 2013 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 Losses ValueLossesValue DECEMBER 31, 2014 Securities available for sale U.S. Government and Federal Agency $ 244 $ 72,290 $ 953 $ 61,274 State and Municipal 51 12,216 10 1,246 Mortgage-Backed 64 17,858184 8,021 $ 359 $ 102,364 $ 1,147 $ 70,541 Less Than Twelve Months Over Twelve Months Gross Gross Unrealized Fair Unrealized Fair LossesValueLossesValue DECEMBER 31, 2013 Securities available for sale U.S. Government and Federal Agency $ 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 DACOTAH BANK ANNUAL REPORT 2014 | 38 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) At December 31, 2014, no 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, 2013, eleven 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-than-temporarily impaired. NOTE 5 - LOANS A summary of the balances of loans follows: 2014 2013 Commercial $ 260,980 $ 245,371 Commercial real estate 301,391 308,716 Agricultural 772,596676,008 Residential real estate 293,321 274,990 Consumer 53,867 56,043 Total loans 1,682,155 1,561,128 Allowance for loan and lease losses (24,059) (21,270) Accretable yield discount (70)(161) Credit quality discount (110)(139) $1,657,916 $ 1,539,558 Total loans, net Commercial and agricultural lending are the primary lending activities of the Company as evidenced by the fact that 79% of the portfolio is comprised of the same. While the Company’s philosophy is to provide this credit on a secured basis, the primary driver of repayment is cash flow. The Company has maintained a diversified loan portfolio. At December 31, 2014 and 2013, 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 in the Company’s rural markets and the commercial economy in the more populated markets such as Rapid City and Sioux Falls, South Dakota and Dickinson and Minot, North Dakota. Total loans to directors, executive officers and principal stockholders of the Company’s common stock including their affiliates were $10,930 and $3,197 at December 31, 2014 and 2013. 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 $1,628 and $3,686 as of December 31, 2014 and 2013, respectively. Changes in the allowance for loan and lease losses are as follows: 2014 2013 2012 Balance, beginning of year $ 21,270 $ 18,892 $ 18,180 Provision for loan and lease losses 4,050 5,250 6,750 Recoveries 427 598 724 Loans charged off (1,688) (3,470) (6,762) Balance, end of year 39 | DACOTAH BANK ANNUAL REPORT 2014 $ 24,059 $ 21,270 $ 18,892 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The following tables present the activity in the allowance for loan and lease losses for the years ended December 31, 2014 and 2013 and the recorded investments in loans and impairment methods as of December 31, 2014 and 2013 by portfolio segment. Commercial Residential DECEMBER 31, 2014 Commercial Real Estate Agricultural Real Estate Consumer Total Allowance for Loan and Lease Losses Balance, beginning of year $ 5,602 $ 5,403 $ 4,867 $ 4,140 $ 1,258 $ 21,270 Provision for loan and lease losses 658 1,596 2,999 (1,573) 370 4,050 Loans charged off (656) (135) (406) (265) (226) (1,688) Recoveries 204 2 38 111 72 427 Balance, end of year Individually evaluated for impairment $ 5,808 $ 6,866 $ 7,498 $ 2,413 $ 1,474 $2,340$1,054$1,953$ 695$ $ 24,059 440$6,482 Collectively evaluated for impairment 3,468 5,812 5,545 1,718 1,034 17,577 Balance, end of year $ 5,808 $ 6,866 $ 7,498 $ 2,413 $ 1,474 $ 24,059 $ 8,080 $ 9,586 $ 41,268 $ 6,164 $ 698 $ 65,796 Loans Individually evaluated for impairment Collectively evaluated for impairment 252,900 291,805 731,328 287,157 53,169 1,616,359 Balance, end of year 260,980 301,391 772,596 293,321 53,867 $ $ $ $ $ $ 1,682,155 DACOTAH BANK ANNUAL REPORT 2014 | 40 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Commercial Residential DECEMBER 31, 2013 Commercial Real Estate Agricultural Real Estate Consumer Total Allowance for Loan and Lease Losses Balance, beginning of year $ 4,915 $ 5,290 $ 3,788 $ 3,354 $ 1,545 $ 18,892 Provision for loan and lease 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 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 Credit Quality Indicators The Company maintains a risk rating system designed and implemented to assist the loan officers, management, and Board of Directors in measuring asset quality. A key element in the analysis of credit risk and associated portfolio management is the assignment of the appropriate risk rating grade.The risk rating as assigned, determines the level of credit approval authority required, the degree of monitoring expected, and important information pursuant to the management of the portfolio. Individual loan grades shall be assigned to commercial, commercial real estate, agricultural, and other loan types in accordance with the Company’s loan rating system.These loans shall be evaluated on a caseby-case basis pursuant to the Company’s underwriting principles and ongoing performance. Risk rating grades shall thereon be assigned in accordance with the likelihood of default and loss associated with the loan. Consumer (installment and residential mortgage) loans shall not be reviewed on a case-by-case basis; rather, assigned a pass grade (4) in the absence of detrimental criteria negatively affecting the credit. The risk rating system utilizes a “dual” loan grading system that first grades individual credits based on the objective/financial performance compared to RMA industry standard data. Metrics used vary within different sectors (agriculture, commercial & industrial, commercial real estate, etc.) and NAICS classifications. The second set of components of all loan grades are subjective adjustments. 41 | DACOTAH BANK ANNUAL REPORT 2014 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The Company’s risk ratings range from Grade 1 (extremely low risk) to Grade 9 (Loss). 1 – 4 Pass Rated: These grades represent desirable credit quality and include ratings of Superior Quality, Excellent Quality, Good Quality, and Satisfactory Quality. 5 – Pass/Watch: Mid-grade loans showing average financial condition but may be susceptible to changing economic conditions that would raise risk to a minor concern. Normal comfort levels can be achieved through monitoring financial statements & collateral coverage. 6 – Special Mention: Loans that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. 7 – Substandard: Loans inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. 8 – Doubtful: Loans classified Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable. 9 – Loss: Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. Based on the most recent analysis performed, the risk category of loans by portfolio segment as of December 31, 2014and 2013 was as follows: Credit risk profile by internally assigned grade – Commercial, Commercial Real Estate and Agricultural Special Pass MentionSubstandardDoubtful Total DECEMBER 31, 2014 Commercial $ 242,677$13,095$ 5,041$ 167$ 260,980 Commercial Real Estate 281,951 17,0772,363 - 301,391 Agricultural 695,262 52,338 24,988 8 772,596 $ 1,219,890$82,510$32,392$ 175$ 1,334,967 Special Pass MentionSubstandardDoubtful 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 DACOTAH BANK ANNUAL REPORT 2014 | 42 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) 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 tables present the recorded investments in residential real estate and consumer loans based on payment activity as of December 31, 2014 and 2013: Non Performingperforming Total DECEMBER 31, 2014 Residential Real Estate$ 288,869$ 4,452$ 293,321 Consumer 53,399 468 53,867 $ 342,268$ 4,920$ 347,188 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 The following tables summarize the aging of the past due loans by portfolio segment as of December 31, 2014 and 2013: Still Accruing 30-89 Days Over 90 Days Nonaccrual Past Due Past Due Balance DECEMBER 31, 2014 Commercial$ 1,290$ -$ 2,507 Commercial Real Estate 234 -1,457 Agricultural1,492 3991,831 Residential Real Estate 7861,4273,025 Consumer 497 1 467 Total$ 4,299$ 1,827$ 9,287 Still Accruing 30-89 Days Over 90 Days Nonaccrual Past Due Past Due Balance DECEMBER 31, 2013 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$ 43 | DACOTAH BANK ANNUAL REPORT 2014 434$12,809 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The following table summarizes individually impaired loans by portfolio sement as of December 31, 2014 and 2013: UnpaidAverage Interest RecordedPrincipal Related RecordedIncome DECEMBER 31, 2014 Investment Balance (1) Allowance Investment Recognized With no related allowance recorded Commercial $ 2,017$ 2,017$ Commercial Real Estate4,7224,722 Agricultural 28,672 28,672 Residental Real Estate2,9662,966 Consumer 20 20 -$ 2,166$ -2,797 - 28,681 -4,868 - 75 - -$38,587$ - $38,397$38,397$ UnpaidAverage Interest RecordedPrincipal Related RecordedIncome Investment Balance (1) Allowance Investment Recognized DECEMBER 31, 2014 With an allowance recorded Commercial $ 6,063$ 6,099$ 2,340$ 5,694$ Commercial Real Estate4,8644,8641,0542,414 Agricultural 12,596 12,5961,9535,800 Residental Real Estate3,1983,198 6956,593 Consumer 678 678 440 540 - - $27,399$27,435$ 6,482$21,311$ (1) Represents the borrower’s loan obligation, gross of any previously charged-off amounts. Unpaid Average 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 Investment Balance (1) Allowance Investment Recognized DECEMBER 31, 2013 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$20,828$ DACOTAH BANK ANNUAL REPORT 2014 | 44 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The following table represents the effects of the troubled debt restructuring during the years ended December 31, 2014 and 2013. 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. During 2014 one residential real estate loan was added as trouble debt restructuring due to interest rate reduction below market rate and all other additions were due to extended maturity date and other structural changes resulting in reduced payments. During 2013 all additions to trouble debt restructuring were due to extended maturity date and other structural changes resulting in reduced payments. Allowance for Loan and Lease Losses Number of Unpaid Principal Prior to At Year December 31, 2014 Modifications Balance Modification End Troubled debt restructurings Commercial Business Agricultural Residential Real Estate Troubled debt restructurings that subsequently defaulted Commercial Business Residential Real Estate 2$ 174$ 99$ 99 63,424 37 39 2 158 21 48 10$ 3,756$ 157$ 186 1$ 1 27$ 86 27$ 12 27 12 Allowance for Loan and Lease Losses December 31, 2013 Number of Unpaid Principal Modifications Balance Troubled debt restructurings Commercial Business Commercial Real Estate Agricultural Residential Real Estate Consumer Troubled debt restructurings that subsequently defaulted Commercial Business Agricultural Prior to Modification At Year End 10$ 1,046$ 309$ 309 4 491 34 34 82,500 37 37 122,426 585 585 1 2 - 35$ 6,465$ 965$ 965 1$ 1 20$ 90 -$ 1 1 There are no commitments to lend additional funds to borrowers owing loans whose terms have been modified in troubled debt restructurings as of December 31, 2014. 45 | DACOTAH BANK ANNUAL REPORT 2014 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: 2014 2013 Land $ 7,085 $ 6,683 Buildings and improvements 62,467 60,403 Furniture, fixtures and equipment 22,950 24,917 92,502 92,003 Accumulated depreciation and amortization (45,982) (46,433) $ 46,520 $ 45,570 Depreciation and amortization charged to occupancy and furniture and equipment expense in the consolidated statements of income amounted to $3,925 in 2014, $3,821 in 2013, and $3,550 in 2012. NOTE 7- GOODWILL AND INTANGIBLE ASSETS The summary of the net carrying amount of the intangible assets as of December 31, 2014, 2013 and 2012 follows: 2014 2013 2012 Core deposit intangible $ 4,409 $ 4,409 $ 3,211 Accumulated amortization 2,8752,2701,995 1,5342,1391,216 Insurance files Accumulated amortization 2,0162,0161,635 1,036887757 9801,129 878 Goodwill 6,6156,615 6,460 Accumulated amortization 202 202 202 6,413 6,413 6,258 $ 8,927 $ 9,681 $ 8,352 There were no impairment losses related to the intangible assets during the years ended December 31, 2014 and 2013. Impairment testing is performed annually on goodwill. If certain factors become present that could lead to impairment of core deposit intangible and insurance files, impairment testing will be performed at that time. Amortization expense for intangible assets was $754, $405, and $254 for the years ended December 31, 2014, 2013 and 2012. At December 31, 2014, the estimated amortization expense for intangible assets for the succeeding five years is as follows: 2015 2016 2017 2018 2019 $ 612 476 331 277 271 DACOTAH BANK ANNUAL REPORT 2014 | 46 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 8 - DEPOSITS A summary of the balances of deposits follows: 2014 Demand $ 520,874 $ Interest checking 278,070 Money market accounts 341,741 Dacotah Gold money market accounts 241,552 Certificates of deposit, $250,000 and over 69,046 Other certificicates of deposit 439,056 2013 480,952 281,529 283,331 232,148 73,001 509,271 $ 1,890,339 $ 1,860,232 At December 31, 2014, the scheduled maturities of certificates of deposit were as follows: 2015 2016 2017 2018 2019 Thereafter $ 246,522 97,733 92,720 48,662 22,465 - $ 508,102 NOTE 9 - BORROWINGS Borrowings consist of Federal Home Loan advances totaling $37,000 and $20,000 as of December 31, 2014 and 2013. The contractual maturities of the borrowings are as follows: 2015 - $3,000; 2016 - $6,000; 2017 - $6,000; 2018 - $2,000; 2019 - $10,000; 2021 - $5,000; 2022 - $5,000. The Federal Home Loan Bank (FHLB) advances outstanding at December 31, 2014, mature from June 2015 through September 2022. 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 $510,070 and $349,214 as of December 31, 2014 and 2013. 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 $9,184 and $8,470 as of December 31, 2014 and 2013. The net excess of pledged collateral over the outstanding indebtedness was $214,096 as of December 31, 2014. As of December 31, 2014 and 2013, the Company pledged loans totaling $84,878 and $102,248 for an available borrowing line of $71,963 and $91,610 under the Federal Reserve Bank’s Borrower in Custody (BIC) program. The Company also had an unsecured federal funds purchased borrowing capacity of $75,000 and $60,000 at December 31, 2014 and 2013, respectively. 47 | DACOTAH BANK ANNUAL REPORT 2014 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 subsidiary. 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 $2,000 in 2014, $1,831 in 2013, and $1,756 in 2012. The Company has salary continuation contracts with executive officers of the Company and its subsidiary. Effective January 1, 2013, the contracts were amended which substantially increased the payments to the officers or their beneficiaries. The total amount accrued was $12,238 and $9,881 as of December 31, 2014 and 2013. The provision for salary continuation expense amounted to $2,549, $2,475, and $838 in 2014, 2013, and 2012. Retirement payments of $192, $223, and $191 were made in 2014, 2013 and 2012. The Company has life insurance policies in place to provide funding for these benefits. Cash surrender value of these policies was $36,549 and $35,410 at December 31, 2014 and 2013. 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 1,047 and 2,093 treasury shares in the form of fully vested incentive stock grants to executive officers of the Company in 2014 and 2013. The fair market value of the stock award was $174 and $153 per share for a total of $182 and $320 at December 31, 2014 and 2013. There were 86,728 and 87,775 unissued common shares remaining under the Stock Plan at December 31, 2014 and 2013. NOTE 11 - INCOME TAXES Income tax expense for the three years ended December 31, 2014, 2013 and 2012 were: 2014 2013 2012 Current Federal $ 11,157 $ 9,728 $ 8,749 State 1,548 1,446 1,170 12,705 11,174 9,919 Deferred Federal (2,178) (1,448) (390) $ $ 10,527 9,726 $ 9,529 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: 2014 Assets Liabilities Total 2013 Allowance for loan and lease losses $ 8,644 $ - $ 8,644 $ 7,821 Property and equipment - 2,134 (2,134) (2,661) Accrued salary continuation provision 4,397 - 4,397 3,633 Unrealized (gain) loss on securities available for sale 162 - 163 758 Other 707 34 672 609 $ 13,910 $ 2,168 $ 11,742 $ 10,160 DACOTAH BANK ANNUAL REPORT 2014 | 48 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) 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 $13,910 will be principally realized. 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 2014 2013 2012 35.0% 35.0% 35.0% 3.4 (1.7) 3.3 (1.8) 2.8 (1.7) 0.2 - (0.7) 0.1 (1.2) (0.8) 0.1 (1.2) (0.2) 36.2% 34.6% 34.8% Income taxes payable of $2,049 and $1,213 is included in accrued expenses and other liabilities at December 31, 2014 and 2013. The Company complies with the accounting standards relating to uncertainty in income taxes.The Company had no unrecognized tax benefits as of December 31, 2014 and 2013. The Company recognized no interest and penalties on the underpayment of income taxes during the years ended December 31, 2014, 2013 and 2012, and had no accrued interest and penalties on the balance sheet as of December 31, 2014 and 2013. 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 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 financial statements of the Company and Bank. 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 capital amounts and classification of the Company and Bank 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 Bank 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, 2014 and 2013, management believes the Company and the Bank met all capital adequacy requirements to which they are subject. As of December 31, 2014 and 2013, the 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 Bank’s category. 49 | DACOTAH BANK ANNUAL REPORT 2014 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, 2014 Total Capital (to Risk Weighted Assets) Company $238,041 13.2% >$144,791 8.0% N/A N/A Bank $235,681 13.0% >$145,207 8.0% >$181,509 10.0% Tier I Capital (to Risk Weighted Assets) Company Bank $215,400 $212,975 11.9% 11.7% >$72,395 >$72,603 4.0% N/A 4.0% >$108,905 N/A 6.0% Tier I Capital (to Average Assets) Company Bank $215,400 $212,975 10.2% 10.1% >$84,537 >$84,322 4.0% N/A 4.0% >$105,402 N/A 5.0% DECEMBER 31, 2013 Total Capital (to Risk Weighted Assets) Company Bank $224,932 $220,250 13.3% 13.0% >$135,399 >$135,828 8.0% N/A 8.0% >$169,785 N/A 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% 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, 2014 are as follows: 2015 $ 2016 2017 2018 2019 Thereafter $ 160 157 142 142 142 427 1,170 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: 2014 2013 2012 Bank premises $ 18 $ Office space 159 18 $ 156 17 147 Total 174 164 $ 177 $ $ DACOTAH BANK ANNUAL REPORT 2014 | 50 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) NOTE 14 - LITIGATION The Company and the Bank 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 as of December 31, 2014 and 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, 2014 and 2013, the following financial instruments were outstanding whose contract amounts represent credit risk: Contract Amount 2014 2013 Commitments to grant loans $ 367,135 $ 357,407 Standby letters of credit 10,862 11,360 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 Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. 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. These techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. Accordingly the fair value estimates may not be realized in an immediate settlement of the instrument. Fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. Fair value is a reasonable point within a range that is most representative of fair value under current market conditions. 51 | DACOTAH BANK ANNUAL REPORT 2014 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) In accordance with this guidance, the Company groups its financial assets generally measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. • Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability • • to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.The valuation may be based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated to observable market data for substantially the full term of the asset or liability. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities may include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level or input that is significant to the fair value measurement. At December 31, 2014 and 2013, the Company had no liabilities measured at fair value on a recurring basis. The following table sets forth assets measured at fair value on a recurring basis at December 31, 2014 and 2013: DECEMBER 31, 2014 Available-for-sale securities Quoted Prices in Active Markets (Level 1) DECEMBER 31, 2013 Available-for-sale securities Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total $ - $ 282,912 $ - $ 282,912 $ - $ 321,715 $ - $ 321,715 The fair value of available-for-sale securities is estimated based on third-party pricing services information derived from comparison to similar securities traded in active markets. Under certain circumstances the Company may make adjustments to fair value for assets and liabilities although they are not measured at fair value on an ongoing basis. The Company only had Level 3 financial assets measured at fair value on a nonrecurring basis, which is summarized below: Impaired loans Foreclosed assets Total assets 20142013 RangeRange ValuationUnobservable(Weighted (Weighted Technique Input Average) Average) 2014 2013 $59,314 $44,641 Collateral Valuation Discount from Market Value 0-100% 9% 0-100% 14% 1,658 3,252 Collateral Valuation Discount from Market Value 0-59% 9% 0-48% 5% $60,972 $47,893 DACOTAH BANK ANNUAL REPORT 2014 | 52 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) The specific reserves for collateral-dependent impaired loans are determined based on the fair value of collateral method. Under the fair value of collateral method, the specific reserve is equal to the difference between the carrying value of the loan and the fair value of the collateral less estimated selling costs. When a specific reserve is required for an impaired loan, the impaired loan is essentially measured at fair value. When an estimate of fair value is used for other collateral supporting commercial loans based on an assumption not observable in the marketplace, such valuations have been classified as Level 3. The fair value of foreclosed assets and collateral was determined based on appraisals with further adjustments made to the appraised values due to various factors, including the age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. As these significant adjustments are based on unobservable inputs, the resulting fair value measurements have been categorized as Level 3 measurements. The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows: 20142013 CarryingFairCarrying Fair ValueValueValue Value Financial Assets Cash and cash equivalents Time deposits in banks Securities available for sale Loans held for sale Loans, net Interest receivable Investments in life insurance contracts Total financial assets Financial Liabilities Deposits Borrowings Interest payable Total financial liabilities $ 87,806 $ 87,806 $ 103,633 $ 103,633 6,8936,893 11,09411,094 282,912282,912 321,715321,715 -- 866866 1,657,9161,652,012 1,539,5581,534,016 18,75518,755 17,81017,810 36,54936,549 35,41035,410 $ 2,030,086 $ 2,024,544 2,090,831 $ 1,890,339 $1,890,683 $ 1,860,232 $ 1,863,602 37,00037,49820,00020,434 2,4622,4623,3723,372 $ 1,929,801 $ 2,084,927 $ $ 1,930,643 $ 1,883,604 $1,887,408 The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: Cash and cash equivalents and time deposits in banks - The carrying amounts approximate fair values. Securities available for sale - Fair values for securities available for sale are based on third-party pricing services information derived from comparison to similar securities traded in active markets. Loans held for sale – Fair values of loans held for sale are based on commitments on hand from investors or prevailing market prices. Loans - For all variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Investments in life insurance contracts - The carrying amounts approximate fair value. 53 | DACOTAH BANK ANNUAL REPORT 2014 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Deposits - The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (carrying amounts).The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies their marginal cost using wholesale funds rates based on the expected duration of the certificate of deposit. Borrowings - The fair value of the borrowings is based on the discounted value of the cash flows. The discount rate is estimated using the rates currently offered for fixed rate advances of similar remaining maturities. Accrued interest - The carrying amounts of accrued interest approximate fair value. Off-balance-sheet instruments – Fair values of off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The carrying amount and fair value of off-balance sheet instruments is not significant. NOTE 17 - CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY Balance Sheets December 31, 2014 2013 ASSETS Investment in subsidiary bank $ 221,103 $ 206,685 Cash 2,8685,319 Loans 1,053 900 Foreclosed assets 877Investments in life insurance contracts 1,3201,243 Oter asset 2,1531,949 $ 229,374 $ 216,097 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, 319,602 shares in 2014 and 306,156 shares in 2013 Total stockholders’ equity 5,301 $ 4,361 5,714 5,714 12,016 11,545 221,946 207,285 (291)(1,374) (15,312)(11,434) 224,073 211,736 $ 229,374 $ 216,097 DACOTAH BANK ANNUAL REPORT 2014 | 54 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Income Statements Years Ended December 31, 2014 2013 Dividend income from subsidiary bank $ 5,300 $ 8,700 Management fees and other income 3,190 3,147 Total income 8,490 11,847 Salaries and employee benefits expense Other expenses Total expenses 2,374 974 3,348 Income before income taxes and equity in undistributed earnings of subsidiary 5,1428,368 Income tax expense 2,334 1,145 3,479 170 115 Income before equity in undistributed earnings of subsidiary 5,257 8,538 Equity in undistributed earnings of subsidiary 13,334 9,844 Net income 55 | DACOTAH BANK ANNUAL REPORT 2014 $ 18,591 $ 18,382 FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (continued) Statements Of Cash Flows Years Ended December 31, 2014 2013 OPERATING ACTIVITIES Net income $ 18,591 $ 18,382 Adjustments to reconcile net income to net cash from operating activities: Equity in undistributed earnings of subsidiary (13,334)(9,844) Depreciation and amortization 222267 Increase in investment in life insurance contracts (77) (75) Executive incentive stock awards 182320 Increase in other assets, net (250) (53) 9401,030 Increase in other liabilities, net Net Cash From Operating Activities 6,27410,027 INVESTING ACTIVITIES Net (increase) decrease in loans (153) 75 Purchases of premises and equipment, net (176) (209) Purchase of foreclosed assets (877) Purchase of subsidiary bank- (5,063) Net Cash Used By Investing Activities FINANCING ACTIVITIES (Purchase) sale of treasury stock, net Dividends paid (1,206) (5,197) (3,589) 707 (3,930) (3,580) Net Cash Used By Financing Activities (7,519) (2,873) NET CHANGE IN CASH (2,451) 1,957 CASH, BEGINNING OF YEAR CASH, END OF YEAR 5,3193,362 $ 2,868 $5,319 DACOTAH BANK ANNUAL REPORT 2014 | 56 Dacotah Banks, Inc. Directors Rodney W. Fouberg (1984*) Chairman of the Board Aberdeen, SD Bradford J. Wheeler (1997*) President Wheeler Manufacturing, Inc. Lemmon, SD Kent E. Edson (1996*) Retired President and Chief Financial Officer Aberdeen, SD Arthur R. Russo (1985*) Partner RhodesAnderson Insurance Aberdeen, SD Richard L. Westra (2005*) President and Chief Executive Officer Aberdeen, SD Catherine O. Dutenhoffer (2012*) Co-owner Evolution Powersports Watertown, SD Incoming Board Member Robert J. Fouberg Secretary William S. Lamont (1985*) Planning Consultant Lamont Associates Aberdeen, SD Robert B. Lamont, II (2001*) Private Investor Aberdeen, SD Elizabeth A. Lewis (2014*) Attorney Woods, Fuller, Shultz & Smith P.C. Sioux Falls, SD J. Douglas Austin (Retired December 31, 2014) Joseph A. Senger (2015*) Executive Vice President *Year first elected. Dacotah Banks, Inc. Management Rodney W. Fouberg Chairman of the Board Richard L. Westra President and Chief Executive Officer 57 | DACOTAH BANK ANNUAL REPORT 2014 Joseph A. Senger Executive Vice President Chad D. Bergan Senior Vice President and Chief Financial Officer Bob L. Compton Senior Vice President Human Resources Robert J. Fouberg Senior Vice President Risk Management and General Counsel Dacotah Bank Directors Rodney W. Fouberg Richard L. Westra Donna M. Boekelheide Paula Kay Carlson Farming Northville, SD Chief Loan Program and Services Officer Great Lakes Educational Loan Services Inc. Aberdeen, SD Kent E. Edson Robert J. Gruman JoAnn R. Hooper Dale A. Melius Chairman of the Board Aberdeen, SD Retired President and Chief Financial Officer Aberdeen, SD President and Chief Executive Officer Aberdeen, SD Business Consultant Bob Gruman Consulting Certified Public Accountant Valley City, ND Farming Faulkton, SD Robert J. Fouberg Secretary Arthur R. Russo Partner RhodesAnderson Insurance Aberdeen, SD Joseph A. Senger Executive Vice President DACOTAH BANK ANNUAL REPORT 2014 | 58 Dacotah Bank Steering Committee Richard L. Westra President and Chief Executive Officer Joseph A. Senger Executive Vice President Chad D. Bergan Senior Vice President and Chief Financial Officer Bob L. Compton Senior Vice President Human Resources Robert J. Fouberg Senior Vice President Risk Management and General Counsel Thomas Heisler, Jr Senior Vice President Insurance Services Michael K. Hollan Senior Vice President Operations and Technology Steven M. Schaeffer Senior Vice President Trust Paul R. McDonald Vice President Marketing Diana L. Pfister Vice President Compliance Stacy J. Sandvig Vice President Treasury 59 | DACOTAH BANK ANNUAL REPORT 2014 Dacotah Bank Management regional presidents 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 market presidents Travis J. Ellison Lemmon, SD David J. Gibson Brookings, SD Richard A. Gulmon Valley City, ND Kip J. Hansen Watertown, SD Casey L. Henderson Jamestown, ND Dwight D. Hossle Faulkton, SD Thomas R. LaBrie Clark, SD G.W. Melgaard Minot, ND Daniel N. Menking Webster, SD Jeff C. Moore Dickinson, ND Darrell D. Schlepp Mobridge, SD Kevin B. Wegehaupt Sisseton, SD Larry D. Ringgenberg John V. Scherbenske Morris, MN Hettinger, ND DACOTAH BANK ANNUAL REPORT 2014 | 60 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 Dickinson 410 West Villard Dickinson, ND 58602 P - (701) 225-1200 F - (701) 225-9474 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 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 2510 8th Avenue SW PO Box 2175 Jamestown, ND 58401 P - (701) 952-6600 F - (701)-952-6604 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 Sioux Falls 57th & Cliff 1209 East 57th Street Sioux Falls, SD 57108 P - (605) 334-8500 F - (605) 334-3379 Mobridge 320 Main Street Mobridge, SD 57601 P - (605) 845-3673 F - (605) 845-7037 Sioux Falls Phillips Centre 300 S Phillips Avenue, Suite #100 Sioux Falls, SD 57104-6323 P - (605) 331-4000 F - (605) 334-6724 Morris 4 Atlantic Ave PO Box 380 Morris, MN 56267 P - (320) 589-3361 F - (320) 589-1525 Sioux Falls Silver Valley 1707 S Marion Road Sioux Falls, SD 57106-3624 P - (605) 361-5636 F - (605) 362-1331 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 ©2015 Dacotah Banks, Inc. All rights reserved. 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