Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document


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): May 2, 2019
 ------------------------------ 
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))

* * * * *
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. ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, no par value
FIBK
NASDAQ

* * * * *





Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 2, 2019, First Interstate BancSystem, Inc. (the “Registrant”) held its annual meeting of its shareholders. The proposals voted upon at the annual meeting and the final voting results for each proposal (with the holders of Class A common stock and Class B common stock voting together as a single class on all matters) are as follows:

Proposal No. 1 - To elect as directors the nominees proposed by the board of directors of the Registrant, to three-year terms expiring in 2022, or until their respective successors have been elected and qualified.
Nominee
 
For
 
Withhold Authority
 
Abstain
 
Broker Non-votes
James R. Scott, Jr.
 
111,153,015
 
17,207,808
 
 
5,915,735
Randall I. Scott
 
111,790,918
 
16,569,905
 
 
5,915,735

Proposal No. 2 - To ratify the appointment of RSM US LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2019.        
 
 
For
 
Against
 
Abstain
 
Broker Non-votes
 
 
133,959,824
 
234,298
 
82,436
 

Proposal No. 3 - To approve an amendment to the Registrant's Second Amended and Restated Articles of Incorporation to provide majority voting in the election of directors.        
 
 
For
 
Against
 
Abstain
 
Broker Non-votes
 
 
111,432,149
 
16,902,292
 
26,382
 
5,915,735

Proposal No. 4 - To approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals.
 
 
For
 
Against
 
Abstain
 
Broker Non-votes
 
 
114,578,961
 
19,454,401
 
243,196
 

Proposal No. 5 - To approve on a non-binding, advisory basis, a resolution on the compensation of the Company's named executive officers.        
 
 
For
 
Against
 
Abstain
 
Broker Non-votes
 
 
127,200,979
 
976,017
 
183,827
 
5,915,735


Item 7.01 Regulation FD Disclosure.

On May 3, 2019, First Interstate BancSystem, Inc. (the “Registrant”) updated its shareholder presentation on the Company's Investor Relations website at www.fibk.com. A copy of the presentation is attached hereto as Exhibit 99.1.


Item 8.01 Other Events.

On May 3, 2019, the Registrant issued a press release announcing the declaration of a quarterly dividend to common shareholders of $0.31 per share to be paid on May 23, 2019 to shareholders of record as of May 13, 2019. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
 





Item 9.01 Financial Statements and Exhibits.

(d)
Exhibit Number
 
Description
 
 
 
 
Shareholder presentation dated May 2, 2019.
 
 
 
 
Press Release dated May 3, 2019 announcing declaration of quarterly dividend to common shareholders.
 
 
 
**Furnished herewith.







SIGNATURE
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: May 3, 2019
 
 
 
 
 
FIRST INTERSTATE BANCSYSTEM, INC.
 
 
 
 
By:
/s/ KEVIN P. RILEY
 
 
Kevin P. Riley
 
 
President and Chief Executive Officer



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

fibkannualshmtgmay2019
Annual Shareholders’ Meeting May 2, 2019


 
Safe Harbor This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, 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 identified in this presentation include those about revenues, income from the origination and sale of loans, net interest margin, quarterly provisions for loan losses, non-interest expense, loan growth, non-performing assets, and net charge-off of loans and other statements that are not historical facts. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the factors described in our Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), including under the sections entitled “Risk Factors.” The risk factors described in Form 10-K and subsequent SEC filings are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements contained in this presentation. Other unknown or unpredictable factors also could materially and adversely affect 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. Forward-looking 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


 
Employer of Choice Vision Mission Values Best In Class Relationship Management To be the premier To continuously strengthen our • We put people first financial service relationships with employees, • We strive for excellence provider within the clients, and communities while • We act with integrity communities we driving long-term shareholder • We embrace change serve. value. • We are committed Operational Excellence to our communities • We celebrate success Financial Excellence Page 3


 
FIBK at a glance OVERVIEW DESCRIPTION Headquarters Billings, MT • Headquartered in Billings, MT and focused on regional community banking in Idaho, Montana, Oregon, South Dakota, Washington, and Kroll Rating BBB+ Wyoming: Market Cap $2.36 Billion • Over 145 banking offices • 238 ATMs, plus 24,000 MoneyPass ATMs Price / TBV 2.25 Dividend Yield* 2.98% • Offering a full suite of products: • Commercial Banking • Retail and small business Average Volume 206,281 • Credit Card Products • SBA Lending Total Assets $13.300 Billion • Indirect Lending • Treasury Management • Mortgage • Wealth Management Trust Assets Under Management $4.865 Billion • Guided by four strategic imperatives: Total Core Deposits** $10.133 Billion • Employer of choice • Best in class client relationship management ** Based on average closing price of $41.55 per NASDAQ for Q4 2018 ** Core Deposits defined as total deposits excluding time deposits >$100,000 • Operational excellence Sources: SNL and company reports • Financial excellence ASSET MIX LIABILITY MIX 2018 REVENUE BREAKDOWN Company Owned Premises & Other Assets Mortgage Long-term Other Life Insurance Equipment 1.3% Servicing debt 1.7% 2.1% 1.8% Rights 0.1% Non-Interest Goodwill & OREO 0.2% REPOs Income Intangible 0.1% 6.1% Cash 24.9% Assets 6.2% 4.7% Investment Securities 20.1% Net Loans Deposits Net interest 63.4% 92.0% income 75.1% Page 4 As of December 31, 2018


 
Building the First Interstate Franchise 2018 Inland Northwest Bank, filling in Closed April 2019 footprint in the PNW $826.8 million 20 Branches Idaho Independent Bank $725 million 11 Branches 2016 Community 1st Bank Flathead Bank of Bigfork $130 million 3 Branches $225 million 7 Branches FIBK IIBK 2017 CMYF Bank of the Cascades $3.2 Billion 46 branches 2014 Mountain West Financial Corp. 2015 Absarokee Bancorporation, Inc. 1968 Mr. Homer Scott establishes First Interstate Bank with the purchase of the Bank of Commerce in Sheridan, Wyoming Page 5


 
2018 Financial Overview Page 6


 
Strong Deposit Base $10.68 Billion in Deposits CDs > $100k 5% Time Other 7% Demand Non-Interest Bearing 30% Savings 30% Demand Interest Bearing 28% Low Cost of Funds: 43 basis points Page 7 As of December 31, 2018


 
Balance of Consumer and Business Deposits (In Billions) $12 47% $10 47% $8 47% 48% 49% 49% 49% $6 53% 53% $4 53% 52% 51% 51% 51% $2 $0 2012 2013 2014 2015 2016 2017 2018 Total Consumer Deposits Total Business Deposits Page 8


 
Market Share MARKET MARKET ALLOCATION OF DEPOSITS LOCATION SHARE* LOCATION SHARE* JUNE 2018 JUNE 2018 Laramie, WY 48% Bozeman, MT 16% Washington 5% Riverton, WY 43% Kalispell, MT 15% Idaho 6% Sheridan, WY 40% Jackson, WY 14% South Dakota Missoula, MT 32% Cheyenne, WY 12% 8% Casper, WY 30% Nampa, ID 11% Montana 40% Great Falls, MT 30% Medford, OR 8% Gillette, WY 28% Rapid City, SD 8% Oregon Billings, MT 26% Boise, ID 2% 17% Redmond, OR 26% Lynnwood, WA 2% Spearfish, SD 25% Eugene, OR 2% Bend, OR 24% Salem, OR 1% Wyoming Helena, MT 21% Portland, OR .5% 24% *The market share percentages are per the FDIC, not including Credit Union Deposits within each community. Page 9 As of December 31, 2018


 
Asset and Net Income Growth Net Income Growth Asset Growth (based on reported earnings including non-core items) (in millions) $250 $14,000 CAGR – 19.1% CAGR – 21.9% CAGR – 11.6% $12,000 $200 $10,000 $150 $8,000 $100 $6,000 $4,000 $50 $2,000 $0 Net Income before Tax Net Income before Tax and $0 Provision Asset Growth 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 Page 10


 
Loan and Deposit Growth LOANS DEPOSITS $9,000,000 6.00% $12,000,000 Organic CAGR (9YR) = 1.61% Organic CAGR (9YR) = 1.13% Organic CAGR (5YR) = 3.80% Organic CAGR (5YR) = 0.99% $8,000,000 $10,500,000 5.00% $7,000,000 $9,000,000 $6,000,000 4.00% $7,500,000 $5,000,000 3.00% $6,000,000 $4,000,000 $4,500,000 $3,000,000 2.00% $3,000,000 $2,000,000 1.00% $1,000,000 $1,500,000 $0 0.00% $0 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Organic Loans Acquired Loans NPA/Total Loans Organic Deposits Acquired Deposits Page 11


 
Improving Asset Quality NON-PERFORMING ASSETS TO TOTAL ASSETS 1.20% 0.96% 0.98% 1.00% 0.80% 0.80% 0.74% 0.74% 0.68% 0.63% 0.63% 0.60% 0.55% 0.40% 0.20% 0.00% Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2016 2017 2017 2017 2017 2018 2018 2018 2018 NON-PERFORMING LOANS TO TOTAL LOANS NON-PERFORMING ASSETS TO TOTAL LOANS + OREO 1.60% 1.47% 2.00% 1.40% 1.58% 1.64% 1.14% 1.20% 1.06% 1.50% 1.29% 0.95% 0.97% 1.20% 1.16% 0.87% 1.08% 0.78% 1.02% 0.98% 0.80% 0.68% 1.00% 0.85% 0.40% 0.50% 0.00% 0.00% Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2016 2017 2017 2017 2017 2018 2018 2018 2018 2016 2017 2017 2017 2017 2018 2018 2018 2018 Page 12 As of December 31, 2018


 
FIBK — Performance to Peers Percentile Ranking to Peer Group* 100.00% 90.00% 90.00% 85.60% 80.00% 70.10% 71.10% 69.60% 69.50% 69.40% 70.00% 65.80% 63.20% 59.80% 60.00% 51.80% 53.90% 50.00% 43.90% 42.00% 40.00% 30.00% 20.80% 20.00% 10.00% 5.30% 0.00% *2018 FY Percentile rank based on 2018 proxy peer group. Page 13


 
Shareholder Metrics IPO through 4/22/19 Page 14


 
We are Delivering Results Since the IPO in March 2010, FIBK has delivered a 270% total return to shareholders FIBK: TOTAL RETURN (03/23/2010 THROUGH 04/22/2019) 350 300 270.33 % 250 200 150 Percent (%) Percent 100 50 0 -50 Jun-10 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Sep-12 Sep-15 Sep-10 Sep-11 Sep-13 Sep-14 Sep-16 Sep-17 Sep-18 Mar-16 Mar-19 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-17 Mar-18 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Source: Bloomberg Page 15


 
FIBK Shareholder Return vs. Indices FIBK: TOTAL RETURN (03/23/2010 THROUGH 04/22/2019) 350 300 270.33 % 250 200 199.05 % 150 128.81 % 100 Percent (%) Percent 50 0 -50 -100 Jun-13 Jun-18 Jun-10 Jun-11 Jun-12 Jun-14 Jun-15 Jun-16 Jun-17 Sep-10 Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Dec-15 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-16 Dec-17 Dec-18 FIBK S&P 500 Index KBW Bank Index Source: Bloomberg Page 16


 
FIBK Price Return vs. Peers FIBK VERSUS PEER GROUP* (03/23/10 Through 04/22/19) 250.00% 225.00% 186% 200.00% FIBK PEER GROUP 175.00% 150.00% 125.00% 100.00% 93% 75.00% 50.00% 25.00% 0.00% -25.00% -50.00% 3/23/2012 3/23/2010 9/23/2010 3/23/2011 9/23/2011 9/23/2012 3/23/2013 9/23/2013 3/23/2014 9/23/2014 3/23/2015 9/23/2015 3/23/2016 9/23/2016 3/23/2017 9/23/2017 3/23/2018 9/23/2018 3/23/2019 *Price appreciation only. Excludes dividends. Peer index is equal weight in the following securities: , Inc. (BXS), Banner Corporation (BANR), Chemical Financial Corporation (CHFC), Columbia Banking System, Inc. (COLB), F.N.B. Corporation (FNB), First Financial Bancorp. (FFBC), First Midwest Bancorp, Inc. (FMBI), Fulton Financial Corporation (FULT), Glacier Bancorp, Inc. (GBCI), IBERIABANK Corporation (IBKC), International Bancshares Corporation (IBOC), NBT Bancorp Inc. (NBTB), Old National Bancorp (ONB), Renasant Corporation (RNST), Simmons First National Corporation (SFNC), Trustmark Corporation (TRMK), United Bankshares, Inc. (UBSI), United Community Banks, Inc. (UCBI), Washington Federal, Inc. (WAFD), WesBanco, Inc. (WSBC) Page 17


 
Growing Dividend Dividends $1.40 1.24 The Company has consistently $1.20 1.12 paid quarterly dividends for over $1.00 0.96 25 years. 0.88 $0.80 0.8 0.64 $0.60 0.61 The dividend has increased 176% $0.40 0.45 0.45 0.41 since the IPO in 2010. $0.20 $0.00 2010 2011 2012* 2013 2014 2015 2016 2017 2018 2019** * Accelerated Dividend paid in 2012 ** March 2019 Annualized Dividend Page 18


 
Maximizing Shareholder Value Management’s priority is to deploy capital through: Organic Growth Strategic M&A Stock Repurchases Dividends Special Dividends Page 19


 
Why Invest in First Interstate BancSystem? • Committed to Increasing Shareholder Value • Long Track Record of Profitability • Strong Core Deposit Funding • Conservative Credit Strategy which Limits Exposure to Large Losses • Diversified Client Base Tempers Economic Volatility • Expansion into Northwest Region Strengthens Foundation for Future Growth Page 20


 
Thank You


 
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit


Exhibit 99.2
397797048_fibbancsyst2line4ca21.jpg
For Immediate Release

First Interstate BancSystem, Inc. Announces Dividend
    
Billings, MT - May 3, 2019 - First Interstate BancSystem, Inc.'s (NASDAQ: FIBK) Board of Directors, at a meeting held on May 3, 2019, declared a dividend of $0.31 per common share. The dividend is payable on May 23, 2019 to owners of record as of May 13, 2019. The dividend equates to a 3.10% annualized yield based on the $39.98 per share average closing price of the Company's common stock as reported on NASDAQ during the first quarter of 2019.

About First Interstate BancSystem, Inc.
    
First Interstate BancSystem, Inc. is a financial and bank holding company incorporated in 1971 and headquartered in Billings, Montana. The Company operates banking offices, including detached drive-up facilities, in communities across Idaho, Montana, Oregon, South Dakota, Washington, and Wyoming. Through First Interstate Bank, the Company delivers a comprehensive range of banking products and services to individuals, businesses, municipalities, and other entities throughout the Company's market areas.


Contact:
  
Marcy Mutch
  
NASDAQ: FIBK
 
  
Chief Financial Officer
First Interstate BancSystem, Inc.
(406) 255-5312
[email protected]
  
www.FIBK.com




(Back To Top)