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Section 1: 8-K (8-K)

Document
false0000860413 0000860413 2020-03-20 2020-03-20


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 ------------------------------ 
FORM 8-K
------------------------------ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): March 20, 2020
 ------------------------------ 
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its charter)
 ------------------------------ 
 
 
 
 
 
Montana
001-34653
 
81-0331430
(State or other jurisdiction of
incorporation or organization)
(Commission
File No.)
 
(IRS Employer
Identification No.)
 
 
 
 
 
401 North 31st Street
 
 
 
Billings,
MT
 
 
59116-0918
(Address of principal executive offices)
 
 
(zip code)
 
(406)
255-5390
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
 
Not Applicable
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Class A common stock, no par value
FIBK
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

* * * * *





Item 7.01 Regulation FD Disclosure.
On March 20, 2020, First Interstate BancSystem, Inc. (the “Company”), parent of First Interstate Bank, posted a hospitality portfolio presentation (the “Presentation”) on the News and Events page of the Company’s website at https://www.fibk.com. The Presentation, which is furnished with this Current Report as Exhibit 99.1 and incorporated herein by reference, provides an overview of the Company's hospitality portfolio.
This Form 8-K and the information attached below shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit Number
 
Description
 
 
 
 
 
 
Presentation
 
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within Inline XBRL document).





SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 20, 2020
 
 
 
 
 
FIRST INTERSTATE BANCSYSTEM, INC.
 
 
 
 
By:
/s/ KEVIN P. RILEY
 
 
Kevin P. Riley
 
 
President and Chief Executive Officer



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Section 2: EX-99.1 (EXHIBIT 99.1)

hospitalitypresentation
FIBK Hospitality Portfolio As of December 31, 2019


 
Safe Harbor This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve inherent risks and uncertainties. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified by words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trends,” “objectives,” “continues” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such forward-looking statements. The following factors, among others, may cause actual results to differ materially from current expectations in the forward-looking statements, including those set forth in this presentation: political, legal, regulatory, and general economic or business conditions, either nationally or regionally; geopolitical uncertainties throughout the world; weather-related, disease, viruses, wide-spread health emergencies, pandemics, and other adverse climate or other conditions that may impact our business and our customers’ business; changes in the interest rate environment or interest rate changes made by the Board of Governors of the Federal Reserve; credit performance of our loan portfolio; adequacy of the allowance for loan losses and access to low-cost funding sources; our ability to achieve the projected cost savings from our recent acquisitions and do so in the time expected; operating costs, customer loss and business disruption following the acquisitions may be greater than expected; the unavailability of LIBOR; impairment of goodwill; dependence on the Company’s management team and ability to attract and retain qualified employees; governmental regulation and changes in regulatory, tax and accounting rules and interpretations; stringent capital requirements; future FDIC insurance premium increases; CFPB restrictions on our ability to originate and sell mortgage loans; cyber-security risks, including items such as “denial of service,” “hacking” and “identity theft”; unfavorable resolution to litigation and regulatory proceedings; liquidity risks and technological innovations; inability to grow organically or through acquisitions; impairment of collateral underlying our loans; environmental remediation and other costs associated with repossessed properties; ineffective internal operational controls; competition; meeting market demand with current and new products; reliance on external vendors; soundness of other financial institutions; failure of technology and failure to effectively implement technology-driven products and services; risks associated with introducing and implementing new lines of business, products or services; failure to execute on strategic or operational plans, including the ability to complete mergers and acquisitions or fully achieve expected costs savings or revenue growth associated with mergers and acquisitions; deposit attrition, customer loss and/or revenue loss following completed acquisitions; anti-takeover provisions; changes in dividend policy and the inability of our bank subsidiary to pay dividends; the uninsured nature of any investment in Class A or Class B common stock; decline in market price and volatility of Class A and Class B common stock; voting control of Class B common stock stockholders; controlled company status; dilution as a result of future equity issuances; and subordination of common stock to Company debt. These factors are not necessarily all of the factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and included in the Company’s periodic reports filed with the SEC under the caption “Risk Factors.” Interested parties are urged to read in their entirety such risk factors prior to making any investment decision with respect to the Company. Forwardlooking statements speak only as of the date they are made and we do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Page 2


 
Hospitality Exposure In light of the recent classification by the World Health Organization (WHO) of the Coronavirus Disease (COVIS-19) as a pandemic, we are providing additional information about our credit portfolio in addition to our regular investor presentations issued on March 18, 2020. Although we have not seen any material impacts to our clients at this time, we have enhanced our oversight and monitoring of our credit portfolio. We have activated our Pandemic Plan and our Pandemic Task Force. We are in on-going, regular communication with our employees, our clients and our communities. We have implemented work from home plans, travel restrictions, increased janitorial/cleaning services, transitioned to drive up and online banking services with only limited lobby services, along with other precautions to protect the health of all of our constituents while still meeting the needs of our clients. 3


 
Hospitality Industry Exposure by NAICS Code ($ in Millions) Rooming and Boarding Houses, Dormitories, and Workers' Camps Caterers Mobile Food Services All Other Traveler Accommodation Cafeterias, Grill Buffets, and Buffets Bed-and-Breakfast Inns Food Service Contractors Snack and Nonalcoholic Beverage Bars Recreational and Vacation Camps (except Campgrounds) Drinking Places (Alcoholic Beverages) RV (Recreational Vehicle) Parks and Campgrounds Casino Hotels Limited-Service Restaurants Full-Service Restaurants Hotels (except Casino Hotels) and Motels $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 Commitment Outstanding 4


 
Hotel Exposure by State ($ in Millions) $140 $131.5 ➢ No hotel loan with a balance greater than $20 Million. $120 ➢ Approximately $162 Million of $100 $94.2 $96.8 $89.2 Hotel Portfolio Commitments $84.5 $78.0 are Construction loans to be $80 $74.8 completed later in 2020. $60 $53.1 ➢ More than 80% of Portfolio are flagged hotels. All new $40 hotel loans since 2016 are top $23.9 $21.1 $20 $14.5$14.6 tier flagged hotels. $0.7 $0.7 $0 ➢ Average LTV for the portfolio ID MT OR SD WA WY Other is under 48%. Outstanding Commitment 5


 
Hotels Outstanding by Risk Distribution Special Mention Substandard 5% 5% Pass-Watch 9% Pass 81% 6


 
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