10-Q 1 fibk-20170930x10q.htm 10-Q Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________________________________________ 
FORM 10-Q
_____________________________________________________________________________________________________________________________________________________ 

ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2017
OR
 ¨    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                   to                   
COMMISSION FILE NUMBER 001-34653
________________________________________________________________________________________________________ 
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________ 
Montana
 
81-0331430
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
401 North 31st Street, Billings, MT
 
59116-0918
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (406)255-5390
_________________________________________________________________________________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ý    No  ¨
    
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)     Yes  ý    No  ¨
    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
  
Accelerated filer
ý
Non-accelerated filer
¨
  (Do not check if smaller reporting company)
Smaller reporting company
¨
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨ No  ý
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
 
September 30, 2017 – Class A common stock
 
33,383,364

 
 
September 30, 2017 – Class B common stock
 
23,072,524

 
 




FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q
Index
 
 
Page
Part I.
Financial Information
 
 
 
 
Item 1.
Financial Statements (unaudited)
 
 
 
 
 
Consolidated Balance Sheets - September 30, 2017 and December 31, 2016
 
 
 
 
Consolidated Statements of Income - Three and Nine Months Ended September 30, 2017 and 2016
 
 
 
 
Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2017 and 2016
 
 
 
 
Consolidated Statements of Changes in Stockholders’ Equity - Nine Months Ended September 30, 2017 and 2016
 
 
 
 
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2017 and 2016
 
 
 
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
 
 
 
Item 4.
 
 
Part II.
 
 
 
Item 1.
 
 
 
Item 1A .
 
 
 
Item  2.
 
 
 
Item 3.
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
Exhibit Index







2


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)

 
September 30,
2017
 
December 31,
2016
Assets
 
 
 
Cash and due from banks
$
201,124

 
$
146,779

Interest bearing deposits in banks
681,564

 
635,149

Federal funds sold
146

 
95

Total cash and cash equivalents
882,834

 
782,023

Investment securities:
 
 
 
Available-for-sale
2,111,697

 
1,611,698

Held-to-maturity (estimated fair values of $510,405 and $513,273 at September 30, 2017 and December 31, 2016, respectively)
505,985

 
512,770

Total investment securities
2,617,682

 
2,124,468

Loans held for investment
7,502,387

 
5,416,750

Mortgage loans held for sale
49,729

 
61,794

Total loans
7,552,116

 
5,478,544

Less allowance for loan losses
74,572

 
76,214

Net loans
7,477,544

 
5,402,330

Goodwill
445,028

 
212,820

Company-owned life insurance
258,929

 
198,116

Premises and equipment, net of accumulated depreciation
242,940

 
194,457

Accrued interest receivable
40,621

 
29,852

Mortgage servicing rights, net of accumulated amortization and impairment reserve
24,372

 
18,457

Core deposit intangibles, net of accumulated amortization
50,971

 
9,648

Other real estate owned (“OREO”)
10,344

 
10,019

Deferred tax asset, net
5,343

 

Other assets
149,865

 
81,705

Total assets
$
12,206,473

 
$
9,063,895

Liabilities and Stockholders’ Equity
 
 
 
Deposits:
 
 
 
Non-interest bearing
$
2,965,332

 
$
1,906,257

Interest bearing
6,968,136

 
5,469,853

Total deposits
9,933,468

 
7,376,110

Securities sold under repurchase agreements
635,288

 
537,556

Accounts payable and accrued expenses
92,135

 
44,923

Accrued interest payable
5,648

 
5,421

Deferred tax liability

 
6,839

Long-term debt
8,039

 
27,970

Other borrowed funds
30,008

 
6

Subordinated debentures held by subsidiary trusts
82,477

 
82,477

Total liabilities
10,787,063

 
8,081,302

Stockholders’ equity:
 
 
 
Nonvoting noncumulative preferred stock without par value; authorized 100,000 shares; no shares issued and outstanding as of September 30, 2017 or December 31, 2016

 

Common stock
686,508

 
296,071

Retained earnings
731,879

 
694,650

Accumulated other comprehensive income (loss), net
1,023

 
(8,128
)
Total stockholders’ equity
1,419,410

 
982,593

Total liabilities and stockholders’ equity
$
12,206,473

 
$
9,063,895

See accompanying notes to unaudited consolidated financial statements.

3


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
2017
 
2016
2017
 
2016
Interest income:
 
 
 
 
 
 
Interest and fees on loans
$
94,019

 
$
65,626

$
231,643

 
$
191,076

Interest and dividends on investment securities:
 
 
 
 
 
 
Taxable
11,634

 
7,878

30,139

 
23,898

Exempt from federal taxes
795

 
820

2,442

 
2,557

Interest on deposits in banks
2,314

 
607

4,859

 
1,734

Interest on federal funds sold
3

 
4

8

 
9

Total interest income
108,765

 
74,935

269,091

 
219,274

Interest expense:
 
 
 
 
 
 
Interest on deposits
6,197

 
3,099

15,326

 
9,435

Interest on securities sold under repurchase agreements
350

 
100

870

 
282

Interest on other debt
608

 
457

1,542

 
1,357

Interest on subordinated debentures held by subsidiary trusts
819

 
698

2,346

 
2,036

Total interest expense
7,974

 
4,354

20,084

 
13,110

Net interest income
100,791

 
70,581

249,007

 
206,164

Provision for loan losses
3,443

 
2,363

7,528

 
8,913

Net interest income after provision for loan losses
97,348

 
68,218

241,479

 
197,251

Non-interest income:
 
 
 
 
 
 
Payment services revenues
12,366

 
9,019

31,036

 
25,658

Mortgage banking revenues
8,251

 
11,303

22,442

 
28,311

Wealth management revenues
5,544

 
4,995

15,641

 
14,736

Service charges on deposit accounts
5,904

 
4,692

15,314

 
13,781

Other service charges, commissions and fees
3,584

 
2,628

9,618

 
8,081

Loss on termination of interest rate swap
(1,128
)
 

(1,128
)
 

Investment securities gains (losses), net
771

 
225

778

 
312

Other income
2,982

 
2,299

10,860

 
7,049

Non-recurring litigation recovery

 


 
3,750

Total non-interest income
38,274

 
35,161

104,561

 
101,678

Non-interest expense:
 
 
 
 
 
 
Salaries and wages
34,662

 
26,908

88,440

 
79,755

Employee benefits
10,185

 
8,610

29,612

 
26,285

Outsourced technology services
6,569

 
5,211

17,869

 
14,843

Occupancy, net
6,059

 
4,413

16,028

 
13,361

Furniture and equipment
3,151

 
2,398

8,163

 
7,114

OREO expense, net of income
242

 
8

228

 
109

Professional fees
1,888

 
1,191

4,712

 
3,635

FDIC insurance premiums
1,666

 
1,212

3,327

 
3,668

Mortgage servicing rights amortization
816

 
854

2,135

 
2,210

Mortgage servicing rights impairment (recovery)
(12
)
 
(16
)
(84
)
 
(21
)
Core deposit intangibles amortization
1,885

 
875

3,577

 
2,529

Other expenses
14,529

 
12,542

40,887

 
36,740

Acquisition related expenses
13,016

 
1,197

23,854

 
1,197

Total non-interest expense
94,656

 
65,403

238,748

 
191,425

Income before income tax expense
40,966

 
37,976

107,292

 
107,504

Income tax expense
13,707

 
12,783

35,039

 
36,633

Net income
$
27,259

 
$
25,193

$
72,253

 
$
70,871

 
 
 
 
 
 
 
Basic earnings per common share
$
0.49

 
$
0.57

$
1.46

 
$
1.59

Diluted earnings per common share
$
0.48

 
$
0.56

$
1.45

 
$
1.58

See accompanying notes to unaudited consolidated financial statements.

4


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
Net income
$
27,259

$
25,193

 
$
72,253

$
70,871

Other comprehensive income, before tax:
 
 
 
 
 
Investment securities available-for sale:
 
 
 
 
 
Change in net unrealized (losses) gains during period
(1,812
)
(3,430
)
 
15,553

15,241

Reclassification adjustment for net (gains) losses included in income
(771
)
(225
)
 
(778
)
(312
)
Change in unamortized loss on available-for-sale securities transferred into held-to-maturity
465

490

 
1,394

1,394

Unrealized loss (gain) on derivatives
(658
)
512

 
(1,095
)
(2,490
)
Reclassification adjustment for derivatives net (gains) losses included in income
1,128


 
1,128


Defined benefit post-retirement benefits plans:
 
 
 
 
 
Change in net actuarial (gain) loss
(176
)
15

 
(1,090
)
43

Other comprehensive income, before tax
(1,824
)
(2,638
)

15,112

13,876

Deferred tax expense (benefit) related to other comprehensive income
851

1,038

 
(5,961
)
(5,460
)
Other comprehensive (loss) income, net of tax
(973
)
(1,600
)
 
9,151

8,416

Comprehensive income, net of tax
$
26,286

$
23,593

 
$
81,404

$
79,287

See accompanying notes to unaudited consolidated financial statements.


5


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share and per share data)
(Unaudited)

 
Common
stock
 
Retained
earnings
 
Accumulated
other
comprehensive
income (loss)
 
Total
stockholders’
equity
Balance at December 31, 2016
$
296,071

 
$
694,650

 
$
(8,128
)
 
$
982,593

Net income

 
72,253

 

 
72,253

Other comprehensive income, net of tax expense

 

 
9,151

 
9,151

Common stock transactions:
 
 
 
 
 
 
 
22,727 common shares purchased and retired
(938
)
 

 

 
(938
)
11,267,676 common shares issued
385,969

 

 

 
385,969

134,044 non-vested common shares issued

 

 

 

30,070 non-vested common shares forfeited

 

 

 

180,789 stock options exercised, net of 56,082 shares tendered in payment of option price and income tax withholding amounts
1,988

 

 

 
1,988

Stock-based compensation expense
3,418

 

 

 
3,418

Common cash dividend declared ($0.72 per share)

 
(35,024
)
 

 
(35,024
)
Balance at September 30, 2017
$
686,508

 
$
731,879

 
$
1,023

 
$
1,419,410

 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
311,720

 
$
638,367

 
$
406

 
$
950,493

Net income

 
70,871

 

 
70,871

Other comprehensive income, net of tax expense

 

 
8,416

 
8,416

Common stock transactions:
 
 
 
 
 
 
 
998,135 common shares purchased and retired
(26,119
)
 

 

 
(26,119
)
16,085 common shares issued

 

 

 

189,624 non-vested common shares issued

 

 

 

25,984 non-vested common shares forfeited

 

 

 

270,183 stock options exercised, net of 94,902 shares tendered in payment of option price and income tax withholding amounts
3,657

 

 

 
3,657

Tax benefit of stock-based compensation
1,352

 

 

 
1,352

Stock-based compensation expense
3,350

 

 

 
3,350

Common cash dividend declared ($0.66 per share)

 
(29,516
)
 

 
(29,516
)
Balance at September 30, 2016
$
293,960

 
$
679,722

 
$
8,822

 
$
982,504

See accompanying notes to unaudited consolidated financial statements.

6


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
72,253

 
$
70,871

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
7,528

 
8,913

Net loss on disposal of premises and equipment

 
492

Depreciation and amortization
17,920

 
14,482

Net premium amortization on investment securities
8,464

 
9,423

Net gain on investment securities transactions
(778
)
 
(312
)
Realized and unrealized net gains on mortgage banking activities
(15,353
)
 
(15,126
)
Net gain on sale of OREO
(375
)
 
(693
)
Write-downs of OREO and other assets pending disposal
294

 
621

Net (gain) on sale of Health Savings Accounts
(3,068
)
 

Mortgage servicing rights recovery
(84
)
 
(21
)
Deferred income tax expense (benefit)
19,771

 
(344
)
Net increase in cash surrender value of company-owned life insurance
(3,775
)
 
(3,431
)
Stock-based compensation expense
3,418

 
3,350

Tax benefits from stock-based compensation expense

 
1,352

Excess tax benefits from stock-based compensation expense

 
(1,126
)
Originations of mortgage loans held for sale
(980,551
)
 
(799,445
)
Proceeds from sales of mortgage loans held for sale
992,409

 
795,527

Changes in operating assets and liabilities, net of effects of acquisition:
 
 
 
(Increase) decrease in interest receivable
(3,164
)
 
(2,203
)
Decrease (increase) in other assets
(4,784
)
 
(2,644
)
Increase in accrued interest payable
227

 
646

Increase (decrease) in accounts payable and accrued expenses
(15,658
)
 
(1,278
)
Net cash provided by operating activities
94,694

 
79,054

Cash flows from investing activities:
 
 
 
Purchases of investment securities:
 
 
 
Held-to-maturity
(12,793
)
 
(18,170
)
Available-for-sale
(386,527
)
 
(626,574
)
Proceeds from maturities and pay-downs of investment securities:
 
 
 
Held-to-maturity
76,027

 
86,306

Available-for-sale
319,958

 
652,064

Extensions of credit to customers, net of repayments
(20,885
)
 
(203,216
)
Recoveries of loans charged-off
6,452

 
6,363

Proceeds from sale of OREO
4,150

 
3,352

Acquisition of intangible assets
(28,013
)
 

Proceeds from the sale of Health Savings Accounts
6,138

 

Proceeds from sale of loan production office

 
932

Acquisition of bank and bank holding company, net of cash and cash equivalents received
91,775

 
18,554

Capital expenditures, net of sales
(12,237
)
 
(5,113
)
Net cash provided by (used in) investing activities
$
44,045

 
$
(85,502
)

7


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
(Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from financing activities:
 
 
 
Net increase (decrease) in deposits
$
(111,618
)
 
$
30,057

Net increase (decrease) in securities sold under repurchase agreements
97,732

 
(51,917
)
Net increase in other borrowed funds
10,000

 
6

Repayments of long-term debt
(69
)
 
(49
)
Advances on long-term debt

 
113

Proceeds from issuance of common stock
1,988

 
3,657

Excess tax benefits from stock-based compensation expense

 
1,126

Purchase and retirement of common stock
(938
)
 
(26,119
)
Dividends paid to common stockholders
(35,024
)
 
(29,516
)
Net cash used in financing activities
(37,929
)
 
(72,642
)
Net increases (decrease) in cash and cash equivalents
100,811

 
(79,090
)
Cash and cash equivalents at beginning of period
782,023

 
780,457

Cash and cash equivalents at end of period
$
882,834

 
$
701,367

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for income taxes
$
24,279

 
$
40,416

Cash paid during the period for interest expense
19,857

 
12,448

 
 
 
 
Supplemental disclosures of noncash investing and financing activities:
 
 
 
Transfer of loans to loans held for sale
6,270

 
50

Transfer from long-term debt to other borrowed funds
20,000

 

Transfer of loans to other real estate owned
3,182

 
5,335

Capitalization of internally originated mortgage servicing rights
4,147

 
3,890

 
 
 
 
Supplemental schedule of noncash investing activities from acquisitions:
 
 
 
Investment securities available for sale
$
424,302

 
$

Investment securities held to maturity
57,307

 

Loans held for sale
10,259

 

Loans
2,080,374

 

Premises and equipment
46,732

 

Goodwill
232,208

 

Core deposit intangible
47,968

 

Mortgage servicing rights
3,491

 

Interest receivable
7,605

 

Company-owned life insurance
57,038

 

Deferred tax assets
25,992

 

Other real estate owned
1,192

 

Other assets
31,572

 

Total noncash assets acquired
3,026,040

 

 
 
 
 
Liabilities assumed:
 
 
 
Deposits
$
2,668,976

 
$

Accounts payable and accrued expenses
62,870

 

Total liabilities assumed
2,731,846

 

See accompanying notes to unaudited consolidated financial statements.

8


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)



(1)
Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements of First Interstate BancSystem, Inc. and subsidiaries (the “Company”) contain all adjustments (all of which are of a normal recurring nature) necessary to present fairly the financial position of the Company at September 30, 2017 and December 31, 2016, the results of operations for each of the three and nine month periods ended September 30, 2017 and 2016, and cash flows and changes in stockholders' equity for each of the nine month periods ended September 30, 2017 and 2016, in conformity with U.S. generally accepted accounting principles. The balance sheet information at December 31, 2016 is derived from audited consolidated financial statements. Certain reclassifications, none of which were material, have been made to conform prior year financial statements to the September 30, 2017 presentation. These reclassifications did not change previously reported net income or stockholders’ equity.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

(2)
Acquisitions

Cascade Bancorp. On November 17, 2016, the Company entered into an agreement and plan of merger (the “Agreement”) to acquire all of the outstanding stock of Cascade Bancorp (“Cascade”), parent company of Bank of the Cascades, an Oregon-based community bank with 46 banking offices across Oregon, Idaho, and Washington. This transaction solidifies the Company's ability to strategically expand its community banking footprint in the Northwest corridor of the United States. The merger was completed on May 30, 2017. Holders of each share of Cascade common stock received 0.14864 shares of First Interstate Class A common stock and $1.91 in cash, without interest, for each share of Cascade common stock. In connection with the merger, the Company issued approximately 11.3 million shares of First Interstate Class A common stock, which was valued at $34.30 per share, which was the closing price of First Interstate Class A common stock on the acquisition date. Cash paid by First Interstate was approximately $155.0 million, which included the cash portion of the merger consideration and the cash in lieu of fractional shares that Cascade Bancorp shareholders would have otherwise been entitled to receive. Total consideration exchanged in connection with the merger amounted to $541.0 million.

All “in-the-money” Cascade options and all Cascade restricted stock units outstanding immediately prior to the transaction close were canceled in exchange for the right to receive a cash payment as provided in the Agreement. The Company paid approximately $9.3 million in cash related to Cascade options and restricted stock units, which was included in the consideration paid.
Unvested Cascade restricted stock awards outstanding immediately prior to the transaction close were canceled in exchange for the right to receive a cash payment and Company shares as provided in the Agreement. The Company paid a total of approximately $2.2 million in cash and issued approximately 168 thousand Company shares, valued at $34.30 per share, related to Cascade unvested restricted stock awards. Of the cash paid and shares issued related to Cascade unvested restricted stock awards, approximately $2.4 million was allocated to expense and excluded from consideration paid due to the acceleration of award vesting at the Company’s discretion. The remaining balance of approximately $5.5 million related to unvested Cascade restricted stock awards is included in the consideration paid.
The assets and liabilities of Cascade were recorded in the Company's consolidated financial statements on a provisional basis at their estimated fair values as of the acquisition date and will be finalized in the coming months. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed is recorded as provisional goodwill. The preliminary purchase price allocation resulted in provisional goodwill of $232.2 million, which is not deductible for income tax purposes. Goodwill resulting from the acquisition was allocated to the Company's one operating segment, community banking, and consists largely of the synergies and economies of scale expected from combining the operations of Cascade and the Company.

9


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)



The following table summarizes the consideration paid, fair values of the Cascade assets acquired and liabilities assumed, and the resulting goodwill. Due to the recent closing of the transaction, all amounts reported are provisional pending the review of valuations obtained from third parties.
 
As Recorded
Fair Value
 
As Recorded
As of May 30, 2017
by Cascade
Adjustments
 
by the Company
 
 
 
 
 
Assets acquired:
 
 
 
 
Cash and cash equivalents
$
246,804

$

 
$
246,804

Investment securities
476,733

4,876

(1)
481,609

Loans held for investment
2,112,077

(31,703
)
(2)
2,080,374

Mortgage loans held for sale
10,253

6

(2)
10,259

Allowance for loan loss
(23,974
)
23,974

(3)

Premises and equipment
46,554

178

(4)
46,732

Other real estate owned ("OREO")
1,192


 
1,192

Core deposit intangible

47,968

(5)
47,968

Deferred tax assets
47,653

(21,661
)
(6)
25,992

Other assets
98,570

1,136

(7)
99,706

Total assets acquired
3,015,862

24,774

 
3,040,636

 
 
 
 
 
Liabilities assumed:
 
 
 
 
Deposits
2,669,910

(934
)
(8)
2,668,976

Accounts Payable and Accrued Expense
62,150

720

(9)
62,870

Total liabilities assumed
2,732,060

(214
)
 
2,731,846

 
 
 
 
 
Net assets acquired
$
283,802

$
24,988

 
$
308,790

 
 
 
 
 
Consideration paid:
 
 
 
 
Cash
 
 
 
$
155,029

Class A common stock
 
 
 
385,969

Total consideration paid
 
 
 
540,998

 
 
 
 
 
Goodwill
 
 
 
$
232,208

 
 
 
 
 

10


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


Explanation of fair value adjustments. Note that certain marks have been updated since prior quarter, and certain balances have been reclassified, none of which are material:
(1)
Write up of the book value of investments to their estimated fair values on the date of acquisition based upon quotes obtained from an independent third party pricing service.
(2)
Write down of the book value of loans to their estimated fair values. Shared National Credits (SNC) were recorded at quoted sales prices where available. The fair value of the remaining loans was estimated using cash flow projections based on the remaining maturity and repricing terms, adjusted for estimated future credit losses and prepayments and discounted to present value using a risk-adjusted market rate for similar loans. The fair value of collateral dependent loans acquired with deteriorated credit quality was estimated based on the Company's analysis of the fair value of each loan's underlying collateral, discounted using market-derived rates of return with consideration given to the period of time and costs associated with foreclosure and disposition of the collateral.
(3)
Adjustment to remove the Cascade allowance for loan losses at acquisition date, as the credit risk is accounted for in the fair value adjustment for loans receivable described in (2) above.
(4)
Write up of the book value of premises and equipment to their estimated fair values on the date of acquisition based upon appraisals obtained from an independent third party appraiser or broker's opinion of value.
(5)
Adjustment represents the value of the core deposit base assumed in the acquisition based upon valuation from an independent accounting and advisory firm.
(6)
Adjustment consists of the write-off of pre-existing deferred tax assets as a result of the acquisition.
(7)
Adjustment consists of various other assets recorded as a result of the acquisition, including mortgage servicing rights, SBA servicing rights, and favorable leases offset by reductions to the fair value of other items.
(8)
Decrease in book value of time deposits to their estimated fair values based upon interest rates of similar time deposits with similar terms on the date of acquisition based upon valuation from an independent accounting and advisory firm.
(9)
Increase in fair value due to credit card incentive program, unfavorable leases, write-off of balance sheet reserve, and swap liability offset.
    
The core deposit intangible asset of $48.0 million is being amortized using an accelerated method over the estimated useful lives of the related deposits of ten years.

In accordance with Accounting Standards Codification ("ASC") Topic 805-740 "Business Combinations - Income Taxes," the Company reviewed its valuation allowance for deferred tax assets as a result of the Cascade acquisition. As part of evaluating whether or not the acquired deferred tax assets were realizable, the Company wrote-off state and local net operating losses to the balance that the Company determined would be realizable in future periods. The valuation allowance from Bank of the Cascades at the date of the acquisition related entirely to state and local net operating losses. As such, the Company reduced its valuation allowance for deferred tax assets to $0.

The Company recorded $13.0 million and $23.9 million in pre-tax acquisition related expenses for the three and nine months ended September 30, 2017, respectively, including professional and legal fees of $0 and $6.5 million, respectively, to directly consummate the merger. These costs are incorporated in non-interest expenses in the Company’s consolidated statements of income and are summarized below.
 
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
Legal and Professional Fees
 
$
2,498

 
$
8,995

Employee Expenses
 
1,755

 
5,041

Technology Conversion and Contract Termination
 
7,090

 
7,779

Other
 
1,673

 
2,039

Total Acquisition Related Expenses
 
$
13,016


$
23,854


11


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)




The Company acquired certain loans that are subject to Accounting Standards Codification ("ASC") Topic 310-30 "Loans and Debt Securities Acquired with Deteriorated Credit Quality." ASC Topic 310-30 provides recognition, measurement and disclosure guidance for acquired loans that have evidence of deterioration in credit quality since origination for which it is probable, at acquisition, the Company will be unable to collect all contractual amounts owed. For loans that meet the criteria stipulated in ASC Topic 310-30, the excess of all cash flows expected at acquisition over the initial fair value of the loans acquired ("accretable yield") is amortized to interest income over the expected remaining lives of the underlying loans using the effective interest method. The accretable yield will fluctuate due to changes in (i) estimated lives of underling credit-impaired loans, (ii) assumptions regarding future principal and interest amounts collected, and (iii) indices used to fair value variable rate loans.
Information regarding acquired credit-impaired loans as of the May 30, 2017 acquisition date is as follows:
Contractually required principal and interest payments
$
48,041

Contractual cash flows not expected to be collected ("non-accretable discount")
23,376

Cash flows expected to be collected
24,665

Interest component of cash flows expected to be collected ("accretable discount")
1,901

Fair value of acquired credit-impaired loans
$
22,764


Information regarding acquired loans not deemed credit-impaired at the acquisition date is as follows:
Contractually required principal and interest payments
$
2,098,452

Contractual cash flows not expected to be collected due to projected prepayment
23,387

Fair value at acquisition
$
2,067,869

                                                    
The accompanying consolidated statements of income include the results of operations of the acquired entity from the May 30, 2017 acquisition date. For the period from May 30, 2017 to June 30, 2017, Cascade reported revenues of $12.9 million and net income of $3.0 million. The acquired entity continued to operate as Bank of the Cascades until August 11, 2017 at which point the operations were integrated with the Company's operations, and Bank of the Cascades merged with First Interstate Bank. Standalone amounts for the Bank of the Cascades were no longer available after that date.

The following table presents unaudited supplemental pro forma consolidated revenues and net income as if the acquisition had occurred as of January 1, 2016.
 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
2016
 
2017
2016
Interest income
$
108,765

$
99,288

 
$
312,091

$
289,060

Non-interest income
38,274

39,811

 
116,171

114,881

Total revenues
$
147,039

$
139,099

 
$
428,262

$
403,941

 
 
 
 
 
 
Net income
$
34,903

$
28,769

 
$
94,017

$
44,317

 
 
 
 
 
 
EPS - basic
$
0.52

$
0.52

 
$
1.55

$
0.79

EPS - diluted
0.51

0.51

 
1.53

0.79


The unaudited supplemental pro forma net income presented in the table above for 2017 was adjusted to exclude acquisition-related costs, including change in control expenses related to employee benefit plans and legal and

12


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


professional expenses of $19.7 million, net of tax. Pro forma net income presented in the table above for 2016 was adjusted to include the aforementioned acquisition-related costs. The unaudited supplemental pro forma net income presented in the table above for 2017 and 2016 includes adjustments for scheduled amortization of core deposit intangible assets acquired in the acquisition. The unaudited supplemental pro forma net income presented in the table above for 2017 and 2016 does not capture operating costs savings and other business synergies expected as a result of the acquisition.

(3)
Goodwill and Intangibles

The Company recorded $232.2 million of provisional goodwill in connection with the Cascade merger. In accordance with the Intangibles - Goodwill and Other topic of the Financial Accounting Standards Board (“FASB”) ASC 350, goodwill is not amortized but is reviewed for potential impairment at the reporting unit level. Management analyzes its goodwill for impairment on an annual basis and between annual tests in certain circumstances, such as upon material adverse changes in legal, business, regulatory and economic factors. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. The Company performed an impairment assessment as of July 1, 2017 and 2016 and concluded that there was no impairment to goodwill.
Core deposit intangibles (“CDI”) are evaluated for impairment if events and circumstances indicate a possible impairment. The CDI are amortized using an accelerated method based on the estimated weighted average useful lives of the related deposits, which is ten years. The following table sets forth activity for CDI for the three and nine months ended September 30, 2017 and 2016:
 
 
Three months ended
 
Nine months ended
 
 
September 30,
 
September 30,
 
 
2017
 
2016
 
2017
 
2016
CDI, net, beginning of period
 
$
52,837

 
$
8,935

 
$
9,648

 
$
10,589

Established through acquisitions or provisional adjustments
 
19

 
2,486

 
47,968

 
2,486

Reductions due to sale of accounts
 

 

 
(3,068
)
 

CDI current period amortization
 
(1,885
)
 
(875
)
 
(3,577
)
 
(2,529
)
Total CDI, net, at September 30
 
$
50,971

 
$
10,546

 
$
50,971

 
$
10,546


Subsequent to the acquisition of Cascade, the Company sold the custodial rights to the all of its Health Savings Account (HSA) portfolio, including HSA acquired from Cascade. The Company recognized no gain or loss on the sale of the acquired HSA as the excess of consideration received over HSA book value was recorded as reduction to CDI at the acquisition of Cascade.


The following table provides the estimated future CDI amortization expense:
Years Ending December 31,
 
 
 
2017 remaining
 
 
$
1,298

2018
 
 
5,093

2019
 
 
4,994

2020
 
 
4,872

2021
 
 
4,729

Thereafter
 
 
29,985



13


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


(4)
Investment Securities

The amortized cost and approximate fair values of investment securities are summarized as follows:
September 30, 2017
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Available-for-Sale:
 
 
 
 
U.S. Treasury notes
$
3,206

$
1

$
(2
)
$
3,205

Obligations of U.S. government agencies
508,449

338

(3,209
)
505,578

U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
1,431,125

8,829

(4,716
)
1,435,238

Private mortgage-backed securities
97,715

313

(190
)
97,838

Corporate securities
66,754

126

(2
)
66,878

Other investments
2,951

9


2,960

Total
$
2,110,200

$
9,616

$
(8,119
)
$
2,111,697

September 30, 2017
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Held-to-Maturity:
 
 
 
 
State, county and municipal securities
$
180,981

$
3,726

$
(123
)
$
184,584

U.S agency residential mortgage-backed securities &
collateralized mortgage obligations
243,380

10,725

(10,172
)
243,933

Obligations of U.S. government agencies
19,737

43

(19
)
19,761

Corporate securities
61,704

272

(33
)
61,943

Other investments
183

1


184

Total
$
505,985

$
14,767

$
(10,347
)
$
510,405

December 31, 2016
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Available-for-Sale:
 
 
 
 
U.S. Treasury notes
$
3,608

$
5

$
(1
)
$
3,612

Obligations of U.S. government agencies
397,411

343

(6,457
)
391,297

U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
1,220,890

6,412

(13,601
)
1,213,701

Private mortgage-backed securities
116

1

(1
)
116

Other investments
2,951

21


2,972

Total
$
1,624,976

$
6,782

$
(20,060
)
$
1,611,698

December 31, 2016
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Held-to-Maturity:
 
 
 
 
State, county and municipal securities
$
160,192

$
2,723

$
(542
)
$
162,373

Obligations of U.S. government agencies
19,737


(162
)
19,575

U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
279,578

7,804

(9,249
)
278,133

Corporate securities
53,032

139

(211
)
52,960

Other investments
231

1


232

Total
$
512,770

$
10,667

$
(10,164
)
$
513,273

    

14


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


Gross realized gains and losses from the disposition of investment securities are summarized in the following table:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Gross realized gains
$
1,072

 
$
239

 
$
1,079

 
$
404

Gross realized losses
(301
)
 
(14
)
 
(301
)
 
(92
)

The following tables show the gross unrealized losses and fair values of investment securities, aggregated by investment category, and the length of time individual investment securities have been in a continuous unrealized loss position, as of September 30, 2017 and December 31, 2016:
 
Less than 12 Months
 
12 Months or More
 
Total
September 30, 2017
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
Available-for-Sale:
 
 
 
 
 
 
 
 
U.S. Treasury notes
$
2,201

$
(2
)
 
$

$

 
$
2,201

$
(2
)
Obligations of U.S. government agencies
303,060

(2,458
)
 
86,718

(751
)
 
389,778

(3,209
)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
556,771

(3,731
)
 
74,732

(985
)
 
631,503

(4,716
)
Private mortgage-backed securities
30,518

(189
)
 
31

(1
)
 
30,549

(190
)
Corporate securities
6,987

(2
)
 


 
6,987

(2
)
Total
$
899,537

$
(6,382
)
 
$
161,481

$
(1,737
)
 
$
1,061,018

$
(8,119
)
 
Less than 12 Months
 
12 Months or More
 
Total
September 30, 2017
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
Held-to-Maturity:
 
 
 
 
 
 
 
 
State, county and municipal securities
$
25,207

$
(97
)
 
$
4,208

$
(26
)
 
$
29,415

$
(123
)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
38,712

(8,814
)
 
18,846

(1,358
)
 
57,558

(10,172
)
Obligations of U.S. government agencies
9,972

(19
)
 


 
9,972

(19
)
Corporate securities
3,966


 
5,017

(33
)
 
8,983

(33
)
Total
$
77,857

$
(8,930
)
 
$
28,071

$
(1,417
)
 
$
105,928

$
(10,347
)
 
Less than 12 Months
 
12 Months or More
 
Total
December 31, 2016
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
Available-for-Sale:
 
 
 
 
 
 
 
 
U.S. Treasury notes
$
598

$
(1
)
 
$

$

 
$
598

$
(1
)
Obligations of U.S. government agencies
316,511

(6,457
)
 


 
316,511

(6,457
)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
746,265

(13,102
)
 
15,801

(499
)
 
762,066

(13,601
)
Private mortgage-backed securities


 
48

(1
)
 
48

(1
)
Total
$
1,063,374

$
(19,560
)

$
15,849

$
(500
)

$
1,079,223

$
(20,060
)

15


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
Less than 12 Months
 
12 Months or More
 
Total
December 31, 2016
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
 
Fair
Value
Gross
Unrealized
Losses
Held-to-Maturity:
 
 
 
 
 
 
 
 
State, county and municipal securities
$
42,518

$
(533
)
 
$
2,831

$
(9
)
 
$
45,349

$
(542
)
Obligations of U.S. government agencies
19,575

(162
)
 


 
19,575

(162
)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations
108,857

(7,973
)
 
19,986

(1,276
)
 
128,843

(9,249
)
Corporate securities
32,474

(211
)
 


 
32,474

(211
)
Total
$
203,424

$
(8,879
)
 
$
22,817

$
(1,285
)
 
$
226,241

$
(10,164
)
        
The investment portfolio is evaluated quarterly for other-than-temporary declines in the market value of each individual investment security. The Company had 358 and 396 individual investment securities that were in an unrealized loss position as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017, the Company had the intent and ability to hold these investment securities for a period of time sufficient to allow for an anticipated recovery. Furthermore, the Company does not have the intent to sell any of the available-for-sale securities in the above table and it is more likely than not that the Company will not have to sell any securities before a recovery in cost. No impairment losses were recorded during three or nine months ended September 30, 2017 or 2016.
    
Maturities of investment securities at September 30, 2017 are shown below. Maturities of mortgage-backed securities have been adjusted to reflect shorter maturities based upon estimated prepayments of principal. All other investment securities maturities are shown at contractual maturity dates.
 
Available-for-Sale
 
Held-to-Maturity
September 30, 2017
Amortized
Cost
Estimated
Fair Value
 
Amortized
Cost
Estimated
Fair Value
Within one year
$
375,199

$
376,264

 
$
87,077

$
83,899

After one year but within five years
1,287,854

1,288,384

 
264,417

272,442

After five years but within ten years
278,782

278,277

 
119,579

121,039

After ten years
168,365

168,772

 
34,912

33,025

Total
$
2,110,200

$
2,111,697

 
$
505,985

$
510,405

        
As of September 30, 2017, the Company had investment securities callable within one year with amortized costs and estimated fair values of $94,461 and $94,348, respectively. These investment securities are primarily included in the after one year but within five years category in the table above. As of September 30, 2017, the Company did not have any callable structured notes.


16


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


(5)
Loans
    
The following tables present the Company's recorded investment and contractual aging of the Company's recorded investment in loans by class as of the dates indicated. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.
 
 
 
 
Total Loans
 
 
 
 
30 - 59
60 - 89
> 90
30 or More
 
 
 
 
Days
Days
Days
Days
Current
Non-accrual
Total
As of September 30, 2017
Past Due
Past Due
Past Due
Past Due
Loans
Loans
Loans
Real estate
 
 
 
 
 
 
 
Commercial
$
4,582

$
1,160

$
2,502

$
8,244

$
2,722,265

$
28,042

$
2,758,551

Construction:
 
 
 
 
 
 

 

Land acquisition & development
1,656

493

65

2,214

345,234

4,720

352,168

Residential
1,245

1,598

470

3,313

230,533

205

234,051

Commercial




113,173

3,844

117,017

Total construction loans
2,901

2,091

535

5,527

688,940

8,769

703,236

Residential
8,502

6,313

187

15,002

1,478,314

5,711

1,499,027

Agricultural
1,327

8,533


9,860

148,219

2,218

160,297

Total real estate loans
17,312

18,097

3,224

38,633

5,037,738

44,740

5,121,111

Consumer:
 
 
 
 
 
 
 

Indirect consumer
6,840

1,659

347

8,846

778,434

1,505

788,785

Other consumer
1,391

498

68

1,957

175,275

358

177,590

Credit card
1,043

408

671

2,122

70,087


72,209

Total consumer loans
9,274

2,565

1,086

12,925

1,023,796

1,863

1,038,584

Commercial
3,308

1,094

1,077

5,479

1,154,196

26,532

1,186,207

Agricultural
1,769

97

278

2,144

149,192

1,345

152,681

Other, including overdrafts




3,804


3,804

Loans held for investment
31,663

21,853

5,665

59,181

7,368,726

74,480

7,502,387

Mortgage loans originated for sale




49,729


49,729

Total loans
$
31,663

$
21,853

$
5,665

$
59,181

$
7,418,455

$
74,480

$
7,552,116


17


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
 
 
 
Total Loans
 
 
 
 
30 - 59
60 - 89
> 90
30 or More
 
 
 
 
Days
Days
Days
Days
Current
Non-accrual
Total
As of December 31, 2016
Past Due
Past Due
Past Due
Past Due
Loans
Loans
Loans
Real estate
 
 
 
 
 
 
 
Commercial
$
7,307

$
1,099

$
303

$
8,709

$
1,799,525

$
26,211

$
1,834,445

Construction:
 
 
 
 
 
 

 

Land acquisition & development
633

352

279

1,264

202,223

5,025

208,512

Residential
931

264


1,195

146,245

456

147,896

Commercial




124,827

762

125,589

Total construction loans
1,564

616

279

2,459

473,295

6,243

481,997

Residential
3,986

1,280

702

5,968

1,014,990

6,435

1,027,393

Agricultural
341

287


628

165,293

4,327

170,248

Total real estate loans
13,198

3,282

1,284

17,764

3,453,103

43,216

3,514,083

Consumer:
 
 
 
 
 
 
 

Indirect consumer
8,425

2,329

712

11,466

740,163

780

752,409

Other consumer
1,322

235

167

1,724

146,006

357

148,087

Credit card
504

333

567

1,404

68,366


69,770

Total consumer loans
10,251

2,897

1,446

14,594

954,535

1,137

970,266

Commercial
3,171

727

734

4,632

767,878

25,432

797,942

Agricultural
1,518

362

14

1,894

127,956

3,008

132,858

Other, including overdrafts

1

311

312

1,289


1,601

Loans held for investment
28,138

7,269

3,789

39,196

5,304,761

72,793

5,416,750

Mortgage loans originated for sale




61,794


61,794

Total loans
$
28,138

$
7,269

$
3,789

$
39,196

$
5,366,555

$
72,793

$
5,478,544


Loans from business combinations included in the tables above include certain loans that had evidence of deterioration in credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected.
    
The following table displays the outstanding unpaid balances and accrual status of loans acquired with credit impairment as of September 30, 2017 and 2016:    
As of September 30,
2017
 
2016
 
 
 
 
Outstanding balance
$
46,199

 
$
38,505

 
 
 
 
Carrying value
 
 
 
Loans on accrual status
30,804

 
23,665

Total carrying value
$
30,804

 
$
23,665

    

18


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


The following table summarizes changes in the accretable yield for loans acquired credit impaired for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
 
 
 
 
 
 
Beginning balance
$
7,650

$
5,905

 
$
6,803

$
6,713

Additions
167

1,114

 
2,096

1,114

Accretion income
(858
)
(670
)
 
(2,131
)
(1,899
)
Reductions due to exit events
(143
)
(595
)
 
(1,131
)
(900
)
Reclassifications from nonaccretable differences
498

729

 
1,677

1,455

Ending balance
$
7,314

$
6,483

 
$
7,314

$
6,483


Acquired loans that met the criteria for nonaccrual of interest prior to acquisition were considered performing upon acquisition. If interest on non-accrual loans had been accrued, such income would have been approximately $946 and $820 for the three months ended September 30, 2017 and 2016, respectively, and approximately $1,814 and $2,492 for the nine months ended September 30, 2017, and 2016, respectively.

The Company considers impaired loans to include all originated loans, except consumer loans, that are risk rated as doubtful, or have been placed on non-accrual status or renegotiated in troubled debt restructurings, and all loans acquired with evidence of deterioration in credit quality and for which it was probable, at acquisition, that the Company would be unable to collect all contractual amounts owed. The following tables present information on the Company’s recorded investment in impaired loans as of dates indicated:
As of September 30, 2017
Unpaid
Total
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related
Allowance
Real estate:
 
 
 
 
 
Commercial
$
47,934

$
21,558

$
16,035

$
37,593

$
3,947

Construction:
 
 
 
 
 
Land acquisition & development
11,290

3,694

1,714

5,408

711

Residential
310

205


205


Commercial
4,725

417

3,537

3,954

2,148

Total construction loans
16,325

4,316

5,251

9,567

2,859

Residential
8,990

5,629

2,122

7,751

218

Agricultural
2,681

2,425

156

2,581

4

Total real estate loans
75,930

33,928

23,564

57,492

7,028

Consumer
27


25

25

14

Commercial
36,787

14,623

16,748

31,371

6,426

Agricultural
1,585

951

609

1,560

435

Total
$
114,329

$
49,502

$
40,946

$
90,448

$
13,903



19


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


As of December 31, 2016
Unpaid
Total
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related
Allowance
Real estate:
 
 
 
 
 
Commercial
$
57,017

$
24,410

$
21,420

$
45,830

$
2,847

Construction:
 
 
 
 
 
Land acquisition & development
12,084

4,330

1,813

6,143

826

Residential
1,555

219

619

838

1

Commercial
4,786

3,940

647

4,587

657

Total construction loans
18,425

8,489

3,079

11,568

1,484

Residential
8,222

4,074

2,470

6,544

253

Agricultural
5,069

4,509

181

4,690

4

Total real estate loans
88,733

41,482

27,150

68,632

4,588

Commercial
40,314

13,230

19,167

32,397

9,254

Agricultural
3,738

3,280

382

3,662

112

Total
$
132,785

$
57,992

$
46,699

$
104,691

$
13,954


The following table presents the average recorded investment in and income recognized on impaired loans for the periods indicated:
 
Three Months Ended September 30,
 
2017
 
2016
 
 Average Recorded Investment
 
 Income Recognized
 
 Average Recorded Investment
 
 Income Recognized
 
 
 
 
 
 
Real estate:
 
 
 
 
 
 
 
Commercial
$
40,362

 
$
54

 
$
33,408

 
$
100

Construction:
 
 
 
 
 
 
 
Land acquisition & development
5,383

 
2

 
6,797

 
13

Residential
207

 

 
274

 

Commercial
4,192

 
1

 
1,055

 
1

Total construction loans
9,782

 
3

 
8,126

 
14

Residential
7,123

 
4

 
3,282

 
4

Agricultural
2,642

 

 
4,786

 
2

Total real estate loans
59,909

 
61

 
49,602

 
120

Consumer
25

 

 

 


Commercial
31,637

 
47

 
30,123

 
72

Agricultural
2,270

 

 
2,249

 

Total
$
93,841

 
$
108

 
$
81,974

 
$
192


20


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
Nine Months Ended September 30,
 
2017
 
2016
 
 Average Recorded Investment
 
 Income Recognized
 
 Average Recorded Investment
 
 Income Recognized
 
 
Real estate:
 
 
 
 
 
 
 
Commercial
$
41,712

 
$
281

 
$
35,572

 
$
241

Construction:
 
 
 
 
 
 
 
Land acquisition & development
5,776

 
10

 
6,992

 
32

Residential
522

 

 
279

 

Commercial
4,271

 
45

 
1,007

 
3

Total construction loans
10,569

 
55

 
8,278

 
35

Residential
7,148

 
12

 
4,219

 
7

Agricultural
3,636

 

 
4,607

 
3

Total real estate loans
63,065

 
348

 
52,676

 
286

Consumer
13

 

 

 

Commercial
31,884

 
156

 
27,781

 
128

Agricultural
2,611

 
2

 
2,341

 

Total
$
97,573

 
$
506

 
$
82,798

 
$
414


The amount of interest income recognized by the Company within the period that the loans were impaired was primarily related to loans modified in a troubled debt restructuring that remained on accrual status. Interest payments received on non-accrual impaired loans are applied to principal. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. If interest on impaired loans had been accrued, interest income on impaired loans would have been approximately $946 and $993 for the three months ended September 30, 2017 and 2016, respectively, and approximately $1,814 and $2,994 for the nine months ended September 30, 2017 and 2016, respectively.
    
Collateralized impaired loans are generally recorded at the fair value of the underlying collateral using discounted cash flows, independent appraisals and management estimates based upon current market conditions. For loans measured under the present value of cash flows method, the change in present value attributable to the passage of time, if applicable, is recognized in the provision for loan losses and thus no interest income is recognized.

Modifications of performing loans are made in the ordinary course of business and are completed on a case-by-case basis as negotiated with the borrower. Loan modifications typically include interest rate changes, interest only periods of less than twelve months, short-term payment deferrals and extension of amortization periods to provide payment relief. A loan modification is considered a troubled debt restructuring if the borrower is experiencing financial difficulties and the Company, for economic or legal reasons, grants a concession to the borrower that it would not otherwise consider. Certain troubled debt restructurings are on non-accrual status at the time of restructuring and may be returned to accrual status after considering the borrower's sustained repayment performance in accordance with the restructuring agreement for a period of at least six months and management is reasonably assured of future performance. If the troubled debt restructuring meets these performance criteria and the interest rate granted at the modification is equal to or greater than the rate that the Company was willing to accept at the time of the restructuring for a new loan with comparable risk, then the loan will return to performing status and the accrual of interest will resume, although they continue to be individually evaluated for impairment and disclosed as impaired loans.
    
The Company had loans renegotiated in troubled debt restructurings of $45,859 as of September 30, 2017, of which $34,997 were included in non-accrual loans and $10,862 were on accrual status. The Company had loans renegotiated in troubled debt restructurings of $49,652 as of December 31, 2016, of which $27,309 were included in non-accrual loans and $22,343 were on accrual status.

21


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)



The following table presents information on the Company's troubled debt restructurings that occurred during the three and nine months ended September 30, 2017:
 
 
Number of Notes
 
Type of Concession
Principal Balance at Restructure Date
Three Months Ended September 30, 2017
 
 
Interest only period
Extension of term or amortization schedule
Interest rate adjustment
Other (1)
Commercial
 
1
 



611

611

Total loans restructured during period
 
1
 
$

$

$

$
611

$
611

(1) Other includes concessions that reduce or defer payments for a specified period of time and/or concessions that do not fit into other designated categories.
 
 
 
 
 
 
 
 
 
 
 
Number of Notes
 
Type of Concession
Principal Balance at Restructure Date
Nine Months Ended September 30, 2017
 
 
Interest only period
Extension of terms or maturity
Interest rate adjustment
Other (1)
Commercial real estate
 
5
 
$
1,475

$
388

$

$
909

$
2,772

Commercial
 
16
 
511

1,968


6,057

8,536

Total loans restructured during period
 
21
 
$
1,986

$
2,356

$

$
6,966

$
11,308

(1) Other includes concessions that reduce or defer payments for a specified period of time and/or do not fit into other designated categories.

For troubled debt restructurings that were on non-accrual status or otherwise deemed impaired before the modification, a specific reserve may already be recorded. In periods subsequent to modification, the Company continues to evaluate all troubled debt restructurings for possible impairment and recognizes impairment through the allowance. Additionally these loans continue to work their way through the credit cycle through charge-off, pay-off or foreclosure. Financial effects of modifications of troubled debt restructurings may include principal loan forgiveness or other charge-offs directly related to the restructuring. The Company had no charge-offs directly related to modifying troubled debt restructurings during the three or nine months ended September 30, 2017 or 2016.
    
The following table presents information on the Company's troubled debt restructurings during the previous 12 months for which there was a payment default during the three and nine months ended September 30, 2017. The Company considers a payment default to occur on troubled debt restructurings when the loan is 90 days or more past due or was placed on non-accrual status after the modification.
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Number of Notes
 
Balance
 
Number of Notes
 
Balance
Commercial real estate
1
 
$
177

 
2
 
$
2,407

Commercial construction
 

 
1
 
3,528

Commercial
1
 
1,300

 
1
 
1,300

Total
2
 
$
1,477

 
4
 
$
7,235


At September 30, 2017, there were no material commitments to lend additional funds to borrowers whose existing loans have been renegotiated or are classified as non-accrual.
    
As part of the on-going and continuous monitoring of the credit quality of the Company’s loan portfolio, management tracks internally assigned risk classifications of loans. The Company adheres to a Uniform Classification System developed jointly by the various bank regulatory agencies to internally risk rate loans. The Uniform Classification System defines three broad categories of criticized assets, which the Company uses as credit quality indicators:
    

22


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


Other Assets Especially Mentioned — includes loans that exhibit weaknesses in financial condition, loan structure or documentation, which if not promptly corrected, may lead to the development of abnormal risk elements.
    
Substandard — includes loans that are inadequately protected by the current sound worth and paying capacity of the borrower. Although the primary source of repayment for a substandard loan is not currently sufficient, collateral or other sources of repayment are sufficient to satisfy the debt. Continuance of a substandard loan is not warranted unless positive steps are taken to improve the worthiness of the credit.
    
Doubtful — includes loans that exhibit pronounced weaknesses to a point where collection or liquidation in full, on the basis of currently existing facts, conditions and values, is highly questionable and improbable. Doubtful loans are required to be placed on non-accrual status and are assigned specific loss exposure.

Company management undertakes the same process for assigning risk ratings to acquired loans as it does for originated loans. Acquired loans rated as substandard or lower or that were on non-accrual status or designated as troubled debt restructurings at the time of acquisition are deemed to be acquired credit impaired loans accounted for under ASC Topic 310-30, regardless of whether they are classified as performing or non-performing loans.

The following tables present the Company’s recorded investment in criticized loans by class and credit quality indicator based on the most recent analysis performed as of the dates indicated:
As of September 30, 2017
Other Assets
Especially
Mentioned
Substandard
Doubtful
Total
Criticized
Loans
Real estate:
 
 
 
 
Commercial
$
79,921

$
107,791

$
12,025

$
199,737

Construction:
 
 
 
 
Land acquisition & development
5,425

13,818

1,597

20,840

Residential
3,690

2,201


5,891

Commercial
2,564

3,842

3,747

10,153

Total construction loans
11,679

19,861

5,344

36,884

Residential
4,607

11,664

1,039

17,310

Agricultural
1,212

23,574


24,786

Total real estate loans
97,419

162,890

18,408

278,717

Consumer:
 
 
 
 
Indirect consumer
660

2,116

120

2,896

Other consumer
458

849

140

1,447

Total consumer loans
1,118

2,965

260

4,343

Commercial
43,365

61,612

16,495

121,472

Agricultural
5,219

11,859

979

18,057

Total
$
147,121

$
239,326

$
36,142

$
422,589


23


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


As of December 31, 2016
Other Assets
Especially
Mentioned
Substandard
Doubtful
Total
Criticized
Loans
Real estate:
 
 
 
 
Commercial
$
85,292

$
85,293

$
10,842

$
181,427

Construction:
 
 
 
 
Land acquisition & development
13,414

6,214

1,401

21,029

Residential
412

1,621

656

2,689

Commercial
1,555

6,344

664

8,563

Total construction loans
15,381

14,179

2,721

32,281

Residential
5,038

12,472

764

18,274

Agricultural
3,831

17,813


21,644

Total real estate loans
109,542

129,757

14,327

253,626

Consumer:
 
 
 
 
Indirect consumer
778

1,527

101

2,406

Other consumer
681

1,036

264

1,981

Total consumer loans
1,459

2,563

365

4,387

Commercial
46,402

29,281

21,240

96,923

Agricultural
6,178

10,724

404

17,306

Total
$
163,581

$
172,325

$
36,336

$
372,242

    
The Company maintains a credit review function, which is independent of the credit approval process, to assess assigned internal risk classifications and monitor compliance with internal lending policies and procedures.

Written action plans with firm target dates for resolution of identified problems are maintained and reviewed on a quarterly basis for all categories of criticized loans.


24


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


(6)
Allowance for Loan Losses
    
The following tables present a summary of changes in the allowance for loan losses by portfolio segment for the periods indicated: 
Three Months Ended September 30, 2017
Real Estate
Consumer
Commercial
Agriculture
Other
Total
Allowance for loan losses:
 
 
 
 
 
 
Beginning balance
$
33,498

$
7,554

$
33,124

$
1,525

$

$
75,701

Provision charged to operating expense
(690
)
2,620

1,530

(17
)

3,443

Less loans charged-off
(1,695
)
(3,115
)
(2,609
)
(41
)

(7,460
)
Add back recoveries of loans previously
   charged-off
613

962

1,313



2,888

Ending balance
$
31,726

$
8,021

$
33,358

$
1,467

$

$
74,572

 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
Real Estate
Consumer
Commercial
Agriculture
Other
Total
Allowance for loan losses:
 
 
 
 
 
 
Beginning balance
$
28,625

$
7,711

$
38,092

$
1,786

$

$
76,214

Provision charged to operating expense
4,775

5,157

(2,145
)
(259
)

7,528

Less loans charged-off
(2,938
)
(8,123
)
(4,450
)
(111
)

(15,622
)
Add back recoveries of loans previously
   charged-off
1,264

3,276

1,861

51


6,452

Ending balance
$
31,726

$
8,021

$
33,358

$
1,467

$

$
74,572

 
 
 
 
 
 
 
As of September 30, 2017
Real Estate
Consumer
Commercial
Agriculture
Other
Total
Allowance for loan losses:
 
 
 
 
 
 
Loans individually evaluated for impairment
$
7,028

$
14

$
6,426

$
435

$

$
13,903

Loans collectively evaluated for impairment
24,698

8,007

26,932

1,032


60,669

Allowance for loan losses
$
31,726

$
8,021

$
33,358

$
1,467

$

$
74,572

 
 
 
 
 
 
 
Loans held for investment:
 
 
 
 
 
 
Individually evaluated for impairment
$
57,492

$
25

$
31,371

$
1,560

$

$
90,448

Collectively evaluated for impairment
5,063,619

1,038,559

1,154,836

151,121

3,804

7,411,939

Total loans
$
5,121,111

$
1,038,584

$
1,186,207

$
152,681

$
3,804

$
7,502,387

Three Months Ended September 30, 2016
Real Estate
Consumer
Commercial
Agriculture
Other
Total
Allowance for loan losses:
 

 

 

 

 

 

Beginning balance
$
32,281

$
6,315

$
39,995

$
1,749

$

$
80,340

Provision charged to operating expense
(352
)
2,395

265

55


2,363

Less loans charged-off
(379
)
(2,157
)
(579
)


(3,115
)
Add back recoveries of loans previously
   charged-off
221

742

680

4


1,647

Ending balance
$
31,771

$
7,295

$
40,361

$
1,808

$

$
81,235


25


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


Nine Months Ended September 30, 2016
Real Estate

Consumer

Commercial

Agriculture

Other

Total

Allowance for loan losses:
 

 

 

 

 

 

Beginning balance
$
52,296

$
5,144

$
18,775

$
602

$

$
76,817

Provision charged to operating expense
(20,492
)
5,747

22,268

1,390


8,913

Less loans charged-off
(2,824
)
(5,761
)
(2,085
)
(188
)

(10,858
)
Add back recoveries of loans previously
   charged-off
2,791

2,165

1,403

4


6,363

Ending balance
$
31,771

$
7,295

$
40,361

$
1,808

$

$
81,235

 
 
 
 
 
 
 
As of December 31, 2016
Real Estate

Consumer

Commercial

Agriculture

Other
Total
Allowance for loan losses:
 
 
 
 
 
 
Loans individually evaluated for impairment
$
4,588

$

$
9,254

$
112

$

$
13,954

Loans collectively evaluated for impairment
24,037

7,711

28,838

1,674


62,260

Allowance for loan losses
$
28,625

$
7,711

$
38,092

$
1,786

$

$
76,214

 
 
 
 
 
 
 
Loans held for investment:
 

 

 

 

 

 

Individually evaluated for impairment
$
68,632

$

$
32,397

$
3,662

$

$
104,691

Collectively evaluated for impairment
3,445,451

970,266

765,545

129,196

1,601

5,312,059

Total loans
$
3,514,083

$
970,266

$
797,942

$
132,858

$
1,601

$
5,416,750

    
The Company performs a quarterly assessment of the adequacy of its allowance for loan losses in accordance with generally accepted accounting principles. The methodology used to assess the adequacy is consistently applied to the Company's loan portfolio and consists of three elements: (1) specific valuation allowances based on probable losses on impaired loans; (2) historical valuation allowances based on loan loss experience for similar loans with similar characteristics and trends; and (3) general valuation allowances determined based on changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, general economic conditions and other qualitative risk factors both internal and external to the Company.
    
Specific allowances are established for loans where management has determined that probability of a loss exists by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies and any relevant qualitative or economic factors impacting the loan. Historical valuation allowances are determined by applying percentage loss factors to the credit exposures from outstanding loans. For commercial, agricultural and real estate loans, loss factors are applied based on the internal risk classifications of these loans. For consumer loans, loss factors are applied on a portfolio basis. For commercial, agriculture and real estate loans, loss factor percentages are based on a migration analysis of our historical loss experience, designed to account for credit deterioration. For consumer loans, loss factor percentages are based on a one-year loss history. General valuation allowances are determined by evaluating, on a quarterly basis, changes in the nature and volume of the loan portfolio, overall portfolio quality, industry concentrations, current economic and regulatory conditions and the estimated impact of these factors on historical loss rates.    

An allowance for loan losses is established for loans acquired credit impaired and for which the Company projects a decrease in the expected cash flows in periods subsequent to the acquisition of such loans. As of September 30, 2017 and December 31, 2016, the Company's allowance for loan losses included $727 and $427, respectively, related to loans acquired credit impaired.


26


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


(7)
Other Real Estate Owned
    
Information with respect to the Company's other real estate owned follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Beginning balance
$
11,286

 
$
7,908

 
$
10,019

 
$
6,254

OREO acquired through acquisition

 
1,120

 
1,192

 
1,120

Additions
1,419

 
1,316

 
3,182

 
5,335

Valuation adjustments
(238
)
 

 
(294
)
 
(603
)
Dispositions
(2,123
)
 
(897
)
 
(3,755
)
 
(2,659
)
Ending balance
$
10,344

 
$
9,447

 
$
10,344

 
$
9,447


The carrying values of foreclosed residential real estate properties included in other real estate owned were $1,083 and $2,282 as of September 30, 2017 and December 31, 2016, respectively. The Company had $481 of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure as of September 30, 2017 and $0 as of December 31, 2016.

(8)
Derivatives and Hedging Activities

For asset and liability management purposes, the Company had entered into an interest rate swap contract to hedge against changes in forecasted cash flows due to interest rate exposures. During the third quarter, the Company terminated the existing interest rate swap contract. The swap agreement was a derivative instrument which converts a portion of the Company’s forecasted variable rate debt to a fixed rate (i.e., cash flow hedge) over the payment term of the interest rate swap. The effective portion of the gain or loss on cash flow hedging instruments was initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same period during which the transaction affects earnings. The ineffective portion of the gain or loss on derivative instruments, if any, would be recognized in earnings. The Company does not enter into interest rate swap agreements for trading or speculative purposes.

The Company also enters into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with a third party financial institution. Because the Company acts as an intermediary for the customer, changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Company's results of operations.
    
In the normal course of business, the Company enters into interest rate lock commitments to finance residential mortgage loans that are not designated as accounting hedges. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and closes within the timeframe established by the Company. Interest rate risk arises on these commitments and subsequently closed loans if interest rates change between the time of the interest rate lock and the delivery of the loan to the investor. Loan commitments related to residential mortgage loans intended to be sold are considered derivatives and are marked to market through earnings. In addition to the effects of the change in market interest rate, the fair value measurement of the derivative also contemplates the expected cash flows to be received from the counterparty from the future sale of the loan.
    
The Company sells residential mortgage loans on either a best efforts or mandatory delivery basis. The Company mitigates the effect of the interest rate risk inherent in providing interest rate lock commitments by entering into forward loan sales contracts. During the interest rate lock commitment period, these forward loan sales contracts are marked to market through earnings and are not designated as accounting hedges. Exclusive of the fair value component associated with the projected cash flows from the loan delivery to the investor, the changes in fair value related to movements in market rates of the interest rate lock commitments and the forward loan sales contracts generally move in opposite directions, and the net impact of changes in these valuations on net income during the loan commitment period is generally inconsequential. When the loan is funded to the borrower, the interest rate lock commitment derivative expires

27


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


and the Company records a loan held for sale. The forward loan sales contracts act as a hedge against the variability in the market value of mortgage loans held for sale. The changes in measurement of the estimated fair values of the interest rate lock commitments and forward loan sales contracts are included in mortgage banking revenues in the accompanying consolidated statements of income.
    
The notional amounts and estimated fair values of the Company's derivatives are presented in the following table. Fair value estimates are obtained from third parties and are based on pricing models.
 
September 30, 2017
 
December 31, 2016
 
Notional Amount
Estimated
Fair Value
 
Notional Amount
Estimated
Fair Value
Derivative Assets (included in other assets):
Non-hedging interest rate derivatives:
 
 
 
 
 
Interest rate swap contracts
$
327,569

$
8,764

 
$
53,593

$
1,332

Interest rate lock commitments
78,720

1,627

 
73,422

1,131

Forward loan sales contracts
104,543

330

 
126,836

286

Total derivative assets
$
510,832

$
10,721

 
$
253,851

$
2,749

 
 
 
 
 
 
Derivative Liabilities (included in accounts payable and accrued expenses):
Derivatives designated as hedges:
 
 
 
 
 
Interest rate swap contracts
$

$

 
$
100,000

$
33

 
 
 
 
 
 
Non-hedging interest rate derivatives:
 
 
 
 
 
Interest rate swap contracts
327,569

9,099

 
53,593

1,281

Total derivative liabilities
$
327,569

$
9,099

 
$
153,593

$
1,314


On September 6, 2017, the Company paid $1.1 million to terminate an existing interest rate swap contract designated as a cash flow hedge, originally entered into on September 22, 2015, with a notional amount of $100,000. Under the terms of the interest rate swap contract, the Company would have paid a fixed interest rate of 1.94% and the counterparty would have paid to the Company a variable interest rate equal to the three-month LIBOR. As the contract was terminated prior to the effective date of September 15, 2017, no cash was exchanged outside of the termination payment.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2017, the Company did not record any hedge ineffectiveness.

Derivative assets and liabilities are recorded at fair value on the balance sheet and do not take into account the effects of master netting arrangements. Master netting arrangements allow the Company to settle all contracts held with a single counterparty on a net basis and to offset net contract position with related collateral where applicable.

The following table illustrates the potential effect of the Company's master netting arrangements, by type of financial instrument, on the Company's consolidated balance sheets as of September 30, 2017 and December 31, 2016:

28


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
September 30, 2017
 
Gross Amounts Recognized
 
Gross Amounts Offset in the Balance Sheet
 
Net Amounts in the Balance Sheet
 
Financial Instruments
 
Fair Value of Financial Collateral in the Balance Sheet
 
Net Amount
Financial Assets
Interest rate swap contracts
$
8,764

 
$

 
$
8,764

 
$
1,530

 
$

 
$
7,234

Mortgage related derivatives
1,957

 

 
1,957

 

 

 
1,957

Total derivatives
10,721

 

 
10,721

 
1,530

 

 
9,191

Total assets
$
10,721

 
$

 
$
10,721

 
$
1,530

 
$

 
$
9,191

 
 
 
 
 
 
 
 
 
 
 
 
Financial Liabilities
Interest rate swap contracts
$
9,099

 
$

 
$
9,099

 
$
1,530

 
$
7,569

 
$

Total derivatives
9,099

 

 
9,099

 
1,530

 
7,569

 

Repurchase agreements
635,288

 

 
635,288

 

 
635,288

 

Total liabilities
$
644,387

 
$


$
644,387


$
1,530


$
642,857


$


 
December 31, 2016
 
Gross Amounts Recognized
 
Gross Amounts Offset in the Balance Sheet
 
Net Amounts in the Balance Sheet
 
Financial Instruments
 
Fair Value of Financial Collateral in the Balance Sheet
 
Net Amount
Financial Assets
Interest rate swap contracts
$
1,332

 
$

 
$
1,332

 
$
479

 
$

 
$
853

Mortgage related derivatives
1,417

 

 
1,417

 

 

 
1,417

Total derivatives
2,749

 

 
2,749

 
479

 

 
2,270

Total assets
$
2,749

 
$

 
$
2,749

 
$
479

 
$

 
$
2,270

 
 
 
 
 
 
 
 
 
 
 
 
Financial Liabilities
Interest rate swap contracts
$
1,314

 
$

 
$
1,314

 
$
479

 
$

 
$
835

Total derivatives
1,314

 

 
1,314

 
479

 

 
835

Repurchase agreements
537,556

 

 
537,556

 

 
537,556

 

Total liabilities
$
538,870

 
$

 
$
538,870

 
$
479

 
$
537,556

 
$
835


The following table presents the pre-tax gains or losses related to derivative contracts that were recorded in accumulated other comprehensive income and other non-interest income in the Company's statements of income for the periods indicated:

29


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
Derivatives designated as hedges:
 
 
 
 
 
Amount of loss recognized in other comprehensive income (effective portion)
$
(658
)
$
512

 
$
(1,095
)
$
(2,490
)
Reclassification adjustment for derivatives net (gains) losses included in income
1,128


 
1,128


Non-hedging interest rate derivatives:
 
 
 
 
 
Amount of gain (loss) recognized in other non-interest income
24

(3
)
 
(49
)
(82
)
Amount of net fee income recognized in other non-interest income
162


 
441

245

Amount of net gains recognized in mortgage banking revenues
358

752

 
539

1,970


(9)
Capital Stock
    
The Company had 33,383,364 shares of Class A common stock and 23,072,524 shares of Class B common stock outstanding as of September 30, 2017. The Company had 21,613,885 shares of Class A common stock and 23,312,291 shares of Class B common stock outstanding as of December 31, 2016.
    
On May 30, 2017, the Company issued 11,252,750 shares of its Class A common stock with an aggregate value of $385,969 as partial consideration for the acquisition of Cascade Bancorp. In addition, during the nine months ended September 30, 2017, the Company issued 14,926 shares of its Class A common stock to directors for their annual service on the Company's board of directors. The aggregate value of the shares issued to directors of $522 is included in stock-based compensation expense in the accompanying consolidated statements of changes in stockholders' equity.

During the nine months ended September 30, 2017, the Company did not repurchase any shares of its Class A common stock. During the nine months ended September 30, 2016, the Company repurchased and retired 975,877 shares of its Class A common stock in open market transactions at an aggregate purchase price of $25,525. All repurchases were made pursuant to stock repurchase programs approved by the Company's Board of Directors. Under the terms of the current stock repurchase program, the Company may repurchase up to an additional 24,123 shares of its Class A common stock. All other stock repurchases during the nine months ended September 30, 2017 and 2016 were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants in the Company's equity compensation plans.

(10)
Earnings per Common Share
    
Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period presented, excluding unvested restricted stock. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares determined for the basic earnings per share computation plus the dilutive effects of stock-based compensation using the treasury stock method.


30


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


The following table sets forth the computation of basic and diluted earnings per share for the three and nine month periods ended September 30, 2017 and 2016:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
2016
 
2017
2016
Net income
$
27,259

$
25,193

 
$
72,253

$
70,871

Weighted average common shares outstanding for basic earnings per share computation
56,094,401

44,415,213

 
49,514,818

44,505,544

Dilutive effects of stock-based compensation
436,467

390,708

 
486,064

379,368

Weighted average common shares outstanding for diluted earnings per common share computation
56,530,868

44,805,921

 
50,000,882

44,884,912

 
 
 
 
 
 
Basic earnings per common share
$
0.49

$
0.57

 
$
1.46

$
1.59

Diluted earnings per common share
$
0.48

$
0.56

 
$
1.45

$
1.58

 
 
 
 
 
 
Anti-dilutive unvested time restricted stock

135

 
94,210

95,886

            
The Company had 174,696 and 218,556 shares of unvested restricted stock as of September 30, 2017 and 2016, respectively, that were not included in the computation of diluted earnings per common share because performance conditions for vesting had not been met.
    
(11)
Regulatory Capital
    
On July 2, 2013, the Board of Governors of the Federal Reserve Bank issued a final rule implementing a revised regulatory capital framework for U.S. banks in accordance with the Basel III international accord, ("Basel III"). Basel III includes a more stringent definition of capital and introduces a new common equity tier 1, or CET1, capital requirement, sets forth a comprehensive methodology for calculating risk-weighted assets, introduces a conservation buffer and sets out minimum capital ratios and overall capital adequacy standards. Under Basel III, certain deductions and adjustments to regulatory capital began to phase in starting January 1, 2015 and will be fully implemented on January 1, 2018. The capital conservation buffer required under Basel III began to phase in starting January 1, 2016 and will be fully implemented on January 1, 2019.
    
As of September 30, 2017 and December 31, 2016, the Company exceeded all capital adequacy requirements to which it is subject. Actual capital amounts and ratios for the Company and its bank subsidiary, as of September 30, 2017 and December 31, 2016 are presented in the following tables: 

31


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
Actual
 
Adequately Capitalized
 Basel III
Phase-In Schedule
 
Adequately Capitalized
Basel III
Fully Phased-In
 
Well Capitalized (1)
 
Amount
 Ratio
 
Amount
 Ratio
 
Amount
 Ratio
 
Amount
 Ratio
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,100,588

12.76
%
 
$
797,584

9.25
%
 
$
905,365

10.50
%
 
$
862,253

10.00
%
FIB
1,097,287

12.78

 
793,974

9.25

 
901,268

10.50

 
858,350

10.00

Tier 1 risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
1,026,016

11.90

 
625,133

7.25

 
732,915

8.50

 
689,802

8.00

FIB
1,022,715

11.91

 
622,304

7.25

 
729,598

8.50

 
686,680

8.00

Common equity tier 1 risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
949,821

11.02

 
495,795

5.75

 
603,577

7.00

 
560,464

6.50

FIB
1,022,715

11.91

 
493,551

5.75

 
600,845

7.00

 
557,928

6.50

Leverage capital ratio:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
1,026,016

8.71

 
471,221

4.00

 
471,221

4.00

 
589,026

5.00

FIB
1,022,715

8.72

 
469,107

4.00

 
469,107

4.00

 
586,384

5.00



 
Actual
 
Adequately Capitalized
 Basel III
Phase-In Schedule
 
Adequately Capitalized
Basel III
Fully Phased-In
 
Well Capitalized (1)
 
Amount
 Ratio
 
Amount
 Ratio
 
Amount
 Ratio
 
Amount
 Ratio
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
974,488

15.13
%
 
$
555,665

8.63
%
 
$
676,070

10.50
%
 
$
643,876

10.00
%
FIB
841,967

13.13

 
553,459

8.63

 
673,386

10.50

 
641,320

10.00

Tier 1 risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
894,273

13.89

 
426,890

6.63

 
547,295

8.50

 
$
515,101

8.00

FIB
765,753

11.94

 
425,195

6.63

 
545,122

8.50

 
513,056

8.00

Common equity tier 1 risk-based capital:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
814,273

12.65

 
330,308

5.13

 
450,713

7.00

 
$
418,519

6.50

FIB
765,753

11.94

 
328,997

5.13

 
448,924

7.00

 
416,858

6.50

Leverage capital ratio:
 
 
 
 
 
 
 
 
 
 
 
Consolidated
894,273

10.11

 
353,838

4.00

 
353,838

4.00

 
$
442,297

5.00

FIB
765,753

8.69

 
352,283

4.00

 
352,283

4.00

 
440,353

5.00

    
(1) The ratios for the well capitalized requirement are only applicable to FIB. However, the Company manages its capital position as if the requirement applies to the consolidated entity and has presented the ratios as if they also applied on a consolidated basis.

(12)
Commitments and Contingencies
    
In the normal course of business, the Company is involved in various other claims and litigation. In the opinion of management, following consultation with legal counsel, the ultimate liability or disposition thereof of all other claims and litigation is not expected to have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.


32


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


As of September 6, 2017, the Company terminated a commitment under a forward starting interest rate swap contract with a notional amount of $100,000. For additional information about the forward starting interest rate swap contract, see Note 8 - Derivatives and Hedging Activities.

As of September 30, 2017, the Company had commitments under construction contracts of $731.

Residential mortgage loans sold to investors in the secondary market are sold with varying recourse provisions. Essentially all of the loan sales agreements require the repurchase of a mortgage loan by the seller in situations such as breach of representation, warranty or covenant; untimely document delivery; false or misleading statements; failure to obtain certain certificates or insurance; unmarketability; etc. Certain loan sales agreements contain repurchase requirements based on payment-related defects that are defined in terms of the number of days or months since the purchase, the sequence number of the payment, and/or the number of days of payment delinquency. Based on the specific terms stated in the agreements, the Company had $875 of sold residential mortgage loans with recourse provisions still in effect as of September 30, 2017.
    
(13)
Financial Instruments with Off-Balance Sheet Risk
    
The Company is a party to 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. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At September 30, 2017, commitments to extend credit to existing and new borrowers approximated $2.1 billion, which included $618.1 million on unused credit card lines and $721.7 million with commitment maturities beyond one year.
    
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. At September 30, 2017, the Company had outstanding standby letters of credit of $52.6 million. The estimated fair value of the obligation undertaken by the Company in issuing the standby letters of credit is included in other liabilities in the Company’s consolidated balance sheet.
    

33


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


(14)
Other Comprehensive Income/Loss
    
The gross amounts of each component of other comprehensive income and the related tax effects are as follows:
 
Pre-tax
 
Tax Expense (Benefit)
 
Net of Tax
Three Months Ended September 30,
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Investment securities available-for sale:
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized gains during period
$
(1,812
)
 
$
(3,430
)
 
$
(845
)
 
$
(1,359
)
 
$
(967
)
 
$
(2,071
)
Reclassification adjustment for net gains included in net income
(771
)
 
(225
)
 
(360
)
 
(89
)
 
(411
)
 
(136
)
Change in unamortized loss on available-
 for-sale securities transferred into held-to-
 maturity
465

 
490

 
217

 
209

 
248

 
281

Unrealized (gain) loss on derivatives
(658
)
 
512

 
(307
)
 
195

 
(351
)
 
317

Reclassification adjustment for derivatives net (gains) losses included in income
1,128

 

 
526

 

 
602

 

Defined benefits post-retirement benefit plan:
 
 
 
 
 
 
 
 
 
 
 
Change in net actuarial (gain) loss
(176
)
 
15

 
(82
)
 
6

 
(94
)
 
9

Total other comprehensive income
$
(1,824
)
 
$
(2,638
)
 
$
(851
)
 
$
(1,038
)
 
$
(973
)
 
$
(1,600
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-tax
 
Tax Expense (Benefit)
 
Net of Tax
Nine Months Ended September 30,
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Investment securities available-for sale:
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized gains during period
$
15,553

 
$
15,241

 
$
6,135

 
$
5,963

 
$
9,418

 
$
9,278

Reclassification adjustment for net gains included in net income
(778
)
 
(312
)
 
(307
)
 
(123
)
 
(471
)
 
(189
)
Change in unamortized loss on available-
 for-sale securities transferred into held-to-
 maturity
1,394

 
1,394

 
550

 
549

 
844

 
845

Unrealized loss on derivatives
(1,095
)
 
(2,490
)
 
(432
)
 
(946
)
 
(663
)
 
(1,544
)
Reclassification adjustment for derivatives net (gains) losses included in income
1,128

 

 
445

 

 
683

 

Defined benefits post-retirement benefit plan:
 
 
 
 
 
 
 
 
 
 
 
Change in net actuarial loss
(1,090
)
 
43

 
(430
)
 
17

 
(660
)
 
26

Total other comprehensive income
$
15,112

 
$
13,876

 
$
5,961

 
$
5,460

 
$
9,151

 
$
8,416


The components of accumulated other comprehensive loss, net of related tax effects, are as follows:
 
September 30,
2017
 
December 31,
2016
Net unrealized gain (loss) on investment securities available-for-sale
$
(353
)
 
$
(10,143
)
Net unrealized gain (loss) on derivatives

 
(23
)
Net actuarial gain (loss) on defined benefit post-retirement benefit plans
1,376

 
2,038

Net accumulated other comprehensive gain (loss)
$
1,023

 
$
(8,128
)
    
(15)
Fair Value Measurements
                
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

34


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)



The three levels of inputs that may be used to measure fair value are as follows:
    
Level 1 - Quoted prices in active markets for identical assets or liabilities
    
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
    
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities
    
The methodologies used by the Company in determining the fair values of each class of financial instruments are based primarily on the use of independent, market-based data to reflect a value that would be reasonably expected in an orderly transaction between market participants at the measurement date, and therefore are classified within Level 2 of the valuation hierarchy. There were no transfers between fair value hierarchy levels during the three and nine months ended September 30, 2017 and 2016.
    
Further details on the methods used to estimate the fair value of each class of financial instruments above are discussed below:

Investment Securities Available-for-Sale. The Company obtains fair value measurements for investment securities from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment's terms and conditions, among other things. Vendors chosen by the Company are widely recognized vendors whose evaluations support the pricing functions of financial institutions, investment and mutual funds, and portfolio managers. If needed, a broker may be utilized to determine the reported fair value of investment securities.
    
Loans Held for Sale. Fair value measurements for loans held for sale are obtained from an independent pricing service. The fair value measurements consider observable data that may include binding contracts or quotes or bids from third party investors as well as loan level pricing adjustments.
    
Interest Rate Swap Contracts. Fair values for derivative interest rate swap contracts are based upon the estimated amounts to settle the contracts considering current interest rates and are calculated using discounted cash flows that are observable or that can be corroborated by observable market data. The inputs used to determine fair value include the 3 month LIBOR forward curve to estimate variable rate cash inflows and the federal funds effective swap rate to estimate the discount rate. The estimated variable rate cash inflows are compared to the fixed rate outflows and such difference is discounted to a present value to estimate the fair value of the interest rate swaps. The change in the value of derivative assets attributable to basis risk, or the risk that offsetting investments in a hedging strategy will not experience price changes in entirely opposite directions from each other, was not significant in the reported periods. The Company also obtains and compares the reasonableness of the pricing from an independent third party.

Interest Rate Lock Commitments. Fair value measurements for interest rate lock commitments are obtained from an independent pricing service. The fair value measurements consider observable data that may include prices available from secondary market investors taking into consideration various characteristics of the loan, including the loan amount, interest rate, value of the servicing and loan to value ratio, among other things. Observable data is then adjusted to reflect changes in interest rates, the Company's estimated pull-through rate and estimated direct costs necessary to complete the commitment into a closed loan net of origination and processing fees collected from the borrower.

Forward Loan Sales Contracts. The fair value measurements for forward loan sales contracts are obtained from an independent pricing service. The fair value measurements consider observable data that includes sales of similar loans.

Deferred Compensation Plan Assets and Liabilities. The fair values of deferred compensation plan assets are based primarily on the use of independent, market-based data to reflect a value that would be reasonably expected in an

35


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


orderly transaction between market participants at the measurement date. These investments are in the same funds and purchased in the same amounts as the participants’ selected investments, which represent the underlying liabilities to plan participants. Deferred compensation plan liabilities are recorded at amounts due to participants, based on the fair value of participants’ selected investments.

Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:
 
 
Fair Value Measurements at Reporting Date Using
As of September 30, 2017
Balance
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Investment securities available-for-sale:
 
 
 
 
 
 
U.S. Treasury Notes
$
3,205

$
$
3,205

$
Obligations of U.S. government agencies
505,578

 
505,578

 
U.S. agencies mortgage-backed securities & collateralized mortgage obligations
1,435,238

 
1,435,238

 
Private mortgage-backed securities
97,838

 
97,838

 
Corporate securities
66,878

 
66,878

 
 
Other investments
2,960

 
2,960

 
Loans held for sale
49,729

 
49,729

 
Derivative assets:


 
 
 
 
 
Interest rate swap contracts
8,764

 
8,764

 
Interest rate lock commitments
1,627

 
1,627

 
Forward loan sale contracts
330

 
330

 
Derivative liabilities:


 
 
 
 
 
Interest rate swap contracts
9,099

 
9,099

 
Deferred compensation plan assets
11,632

 
11,632

 
Deferred compensation plan liabilities
11,632

 
11,632

 

36


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
 
Fair Value Measurements at Reporting Date Using
As of December 31, 2016
Balance
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Investment securities available-for-sale:
 
 
 
 
 
 
U.S. Treasury notes
$
3,612

$
$
3,612

$
Obligations of U.S. government agencies
391,297

 
391,297

 
U.S. agencies mortgage-backed securities & collateralized mortgage obligations
1,213,701

 
1,213,701

 
Private mortgage-backed securities
116

 
116

 
Other investments
2,972

 
2,972

 
Loans held for sale
61,794

 
61,794

 
Derivative assets:
 
 
 
 
 
 
Interest rate swap contracts
1,332

 
1,332

 
Interest rate lock commitments
1,131

 
1,131

 
Forward loan sales contracts
286

 
286

 
Derivative liabilities
 
 
 
 
 
 
Interest rate swap contracts
1,314

 
1,314

 
Deferred compensation plan assets
10,627

 
10,627

 
Deferred compensation plan liabilities
10,627

 
10,627

 
    
Additionally, from time to time, certain assets are measured at fair value on a non-recurring basis. Adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment. The following table presents information about the Company’s assets and liabilities measured at fair value on a non-recurring basis:
 
 
 
Fair Value Measurements at Reporting Date Using
As of September 30, 2017
Balance
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Impaired loans
$
34,489

$
$
$
34,489

Other real estate owned
1,578

 
 
1,578

Long-lived assets to be disposed of by sale
356

 
 
356

 
 
 
 
 
 
 
 
 
 
Fair Value Measurements at Reporting Date Using
As of December 31, 2016
Balance
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Impaired loans
$
39,344

$
$
$
39,344

Other real estate owned
2,110

 
 
2,110

Long-lived assets to be disposed of by sale
1,335

 
 
1,335

    
Impaired Loans. Collateralized impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from collateral. The impaired loans are reported at fair value through specific valuation allowance allocations. In addition, when it is determined that the fair value of an impaired loan is less than the recorded investment in the loan, the carrying value of the loan is adjusted to fair value through a charge to the allowance for loan losses. Collateral values are estimated using independent appraisals and management estimates of current market conditions. As of September 30, 2017, certain impaired loans with a carrying value of $58,523 were reduced by specific valuation allowance allocations of $13,903 and partial loan charge-offs of $10,131 resulting in a reported fair value of $34,489.

37


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


As of December 31, 2016, certain impaired loans with a carrying value of $65,238 were reduced by specific valuation allowance allocations of $13,954 and partial loan charge-offs of $11,941 resulting in a reported fair value of $39,344.
        
OREO.The fair values of OREO are estimated using independent appraisals and management estimates of current market conditions. Upon initial recognition, write-downs based on the foreclosed asset's fair value at foreclosure are reported through charges to the allowance for loan losses. Periodically, the fair value of foreclosed assets is remeasured with any subsequent write-downs charged to OREO expense in the period in which they are identified. Write-downs of $290 during the nine months ended September 30, 2017 included $259 directly related to receipt of updated appraisals and $31 based on management estimates of the current fair value of properties. Write downs of $603 during the nine months ended September 30, 2016 included $550 directly related to receipt of updated appraisals and $53 based on management estimates of the current fair value of properties.
    
Long-lived Assets to be Disposed of by Sale. Long-lived assets to be disposed of by sale are carried at the lower of carrying value or fair value less estimated costs to sell. The fair values of long-lived assets to be disposed of by sale are based upon observable market data and management estimates of current market conditions. As of September 30, 2017, the Company had a long-lived asset to be disposed of by sale with a carrying value of $565 that was reduced by write-downs of $209, resulting in a fair value of $356. As of December 31, 2016, the Company had long-lived assets to be disposed of by sale with carrying values aggregating $2,363 that were reduced by write-downs of $1,028 resulting in an aggregate fair value of $1,335.         


38


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair values:
 
Fair Value As of
 
 
 
 
 
 
 
September 30, 2017
December 31, 2016
Valuation
Technique
Unobservable
Inputs
Range
(Weighted Average)
Impaired loans
$
34,489

$
39,344

Appraisal
Appraisal adjustment
0%
-
66%
(31%)
Other real estate owned
1,578

2,110

Appraisal
Appraisal adjustment
8%
-
96%
(18%)
Long-lived assets to be disposed of by sale
356

1,335

Appraisal
Appraisal adjustment
0%
-
9%
(6%)
 
 
 
 
 
 
 
 
 
The Company is required to disclose the fair value of financial instruments for which it is practical to estimate fair value. The methodologies for estimating the fair value of financial instruments that are measured at fair value on a recurring or non-recurring basis are discussed above. The methodologies for estimating the fair value of other financial instruments are discussed below. For financial instruments bearing a variable interest rate where no credit risk exists, it is presumed that recorded book values are reasonable estimates of fair value.
            
Financial Assets. Carrying values of cash, cash equivalents and accrued interest receivable approximate fair values due to the liquid and/or short-term nature of these instruments. Fair values for investment securities held-to-maturity are obtained from an independent pricing service, which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment’s terms and conditions, among other things. Fair values of fixed rate loans and variable rate loans that reprice on an infrequent basis are estimated by discounting future cash flows using current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality. Carrying values of variable rate loans that reprice frequently, and with no change in credit risk, approximate the fair values of these instruments.
        
Financial Liabilities. The fair values of demand deposits, savings accounts, securities sold under repurchase agreements and accrued interest payable are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using external market rates currently offered for deposits with similar remaining maturities. The fair values of derivative liabilities are obtained from an independent pricing service, which considers observable data that may include the three-month LIBOR forward curve, the federal funds effective swap rate and cash flows, among other things. The carrying values of the interest bearing demand notes to the United States Treasury are deemed an approximation of fair values due to the frequent repayment and repricing at market rates. The fixed and floating rate subordinated debentures, floating rate subordinated term loan, notes payable to the FHLB, fixed rate subordinated term debt, and capital lease obligation are estimated by discounting future cash flows using current rates for advances with similar characteristics.

Commitments to Extend Credit and Standby Letters of Credit. The fair value of commitments to extend credit and standby letters of credit, based on fees currently charged to enter into similar agreements, is not significant.    


39


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


The estimated fair values of financial instruments that are reported in the Company's consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:
 
 
 
Fair Value Measurements at Reporting Date Using
As of September 30, 2017
Carrying Amount
Estimated
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:
 
 
 
 
 
Cash and cash equivalents
$
882,834

$
882,834

$
882,834

$

$

Investment securities available-for-sale
2,111,697

2,111,697


2,111,697


Investment securities held-to-maturity
505,985

510,405


510,405


Accrued interest receivable
40,621

40,621


40,621


Mortgage servicing rights, net
24,372

38,142


38,142


Loans held for sale
49,729

49,729


49,729


Net loans held for investment
7,427,815

7,163,825


7,129,336

34,489

Derivative assets
10,721

10,721


10,721


Deferred compensation plan assets
11,632

11,632


11,632


Total financial assets
$
11,065,406

$
10,819,606

$
882,834

$
9,902,283

$
34,489

 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
Total deposits, excluding time deposits
$
8,751,295

$
8,751,295

$
8,751,295

$

$

Time deposits
1,182,173

1,172,783


1,172,783


Securities sold under repurchase agreements
635,288

635,288


635,288


Other borrowed funds
30,008

30,008


30,008


Accrued interest payable
5,648

5,648


5,648


Long-term debt
8,039

8,266


8,266


Subordinated debentures held by subsidiary
   trusts
82,477

92,303


92,303


Derivative liabilities
9,099

9,099


9,099


Deferred compensation plan liabilities
11,632

11,632


11,632


Total financial liabilities
$
10,715,659

$
10,716,322

$
8,751,295

$
1,965,027

$


40


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


 
 
 
Fair Value Measurements at Reporting Date Using
As of December 31, 2016
Carrying Amount
Estimated
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:
 
 
 
 
 
Cash and cash equivalents
$
782,023

$
782,023

$
782,023

$

$

Investment securities available-for-sale
1,611,698

1,611,698


1,611,698


Investment securities held-to-maturity
512,770

513,273


513,273


Accrued interest receivable
29,852

29,852


29,852


Mortgage servicing rights, net
18,457

35,656


35,656


Loans held for sale
61,794

61,794


61,794


Net loans held for investment
5,340,536

5,248,127


5,208,783

39,344

Derivative assets
2,749

2,749


2,749


Deferred compensation plan assets
10,627

10,627


10,627


Total financial assets
$
8,370,506

$
8,295,799

$
782,023

$
7,474,432

$
39,344

 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
Total deposits, excluding time deposits
$
6,324,512

$
6,324,512

$
6,324,512

$

$

Time deposits
1,051,598

1,044,670


1,044,670


Securities sold under repurchase agreements
537,556

537,556


537,556


Other borrowed funds
6

6


6


Accrued interest payable
5,421

5,421


5,421


Long-term debt
27,970

27,477


27,477


Subordinated debentures held by subsidiary
   trusts
82,477

73,554


73,554


Derivative liabilities
1,314

1,314


1,314


Deferred compensation plan liabilities
10,627

10,627


10,627


Total financial liabilities
$
8,041,481

$
8,025,137

$
6,324,512

$
1,700,625

$


(16)
Recent Authoritative Accounting Guidance            
    
ASU 2014-09 “Revenue from Contracts with Customers.” In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 introduced a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date” was released in August of 2015 deferring the effective date of ASU 2014-09 for all entities by one year until January 1, 2018.

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal vs Agent Considerations (Reporting Revenue Gross versus Net).” The amendments in ASU 2016-08 were issued to clarify certain principal versus agent considerations within the implementation guidance of ASC Topic 606, “Revenue from Contracts with Customers.” The effective date and transition of ASU 2016-08 is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as discussed above.

41


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)



In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” The amendments in ASU 2016-10 were issued to clarify ASC Topic 606, “Revenue from Contracts with Customers” related to (i) identifying performance obligations; and (ii) the licensing implementation guidance. The effective date and transition of ASU 2016-10 is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” as discussed above.

The Company will adopt the new revenue recognition standard in the first quarter 2018 using the modified retrospective method of adoption, with a cumulative effect adjustment to the beginning balance of retained earnings, if such an adjustment is deemed significant. The Company's revenue is the sum of net interest income and non-interest income. The scope of the guidance explicitly excludes net interest income, as well as other revenues for financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of the Company's revenues will not be affected. The Company expects that ASU 2014-09 will require a change to how certain recurring revenue streams within wealth management and other categories of non-interest income are recognized. However, the Company does not expect these changes to have a significant impact on its results of operations. While the assessment of the aforementioned provisions of ASU 2014-09 is not complete, the Company's accounting policies are not expected to change materially, as the principles of revenue recognition from the updates are largely consistent with existing guidance and current practices. The Company does not anticipate material changes to the timing or amount of revenue recognized, and we will continue to evaluate any impact as additional guidance is issued and internal assessments progress.

ASU 2016-01 “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” In January 2016, the FASB issued ASU 2016-10, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-1, among other things, (i) require equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale investment securities. The amendments in ASU 2016-1 will be effective for the Company on January 1, 2018, and are not expected to have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU 2016-02 “Leases (Topic 842).” In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under the new guidance, lessees will be required to recognize a lease liability and a right of use asset for all leases (with the exception of short-term leases) at the commencement date of the lease and disclose key information about leasing arrangements.  Accounting by lessors is largely unchanged.  ASU 2016-02 will be effective for the Company on January 1, 2019 and will be applied using a modified retrospective approach.  The Company is evaluating the new guidance to determine the impact ASU 2016-02 will have on its consolidated financial statements, results of operations or liquidity.

ASU 2016-05 "Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships." The amendments in ASU 2016-05 clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under ASC Topic 815 does not, in and of itself, require redesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendments in ASU 2016-05 became effective for the Company on January 1, 2017, and did not impact the Company’s consolidated financial statements, results of operations or liquidity.
 
ASU 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting." The amendments in ASU 2016-07 eliminate the requirement that when an investment

42


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


qualified for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investments, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments in ASU 2016-07 also simplify the transition to the equity method of accounting by eliminating retroactive adjustment of the investment when an investment qualifies for use of the equity method, among other things. The amendments in ASU 2016-07 became effective for the Company on January 1, 2017, and did not impact the Company’s consolidated financial statements, results of operations or liquidity.

ASU 2016-09 "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." Under the amendments in ASU 2016-09, all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share excludes the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits are classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. The amendments in ASU 2016-09 also provide that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The Company has elected to account for forfeitures when they occur. The amendments in ASU 2016-09 change the threshold to qualify for equity classification to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. The amendments in ASU 2016-09 became effective for the Company on January 1, 2017, and resulted in a $2.4 reduction in income tax expense during the nine months ended September 30, 2017, of which $1.9 was due to the recognition of excess tax benefits related to outstanding stock option awards exercised during the period and $0.5 was due to the recognition of excess tax benefits related to the vesting of restricted stock.

ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The amendments in ASU 2016-13 require a financial asset or group of financial assets measured at amortized cost basis to be presented on a company's financial statements at the net amount expected to be collected based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 requires a company's income statement to reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. The amendments in ASU 2016-13 require that the allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination be measured at amortized cost basis with the initial allowance for credit losses added to the purchase price rather than being reported as a credit loss expense. ASU 2016-13 also requires that credit losses relating to available-for-sale debt securities be recorded through an allowance for credit losses. The amendments in ASU 2016-13 are effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period. A prospective transition approach is required for debt securities for which other-than-temporary impairment was recognized before the effective date. Amounts previously recognized in accumulated other comprehensive income as of the date of adoption that relate to improvement in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements, results of operations and liquidity.

ASU No. 2016-15 "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." The amendments in ASU 2016-15 are intended to reduce diversity in practice in how eight particular transactions are classified in the statement of cash flows. The amendments in ASU 2016-15 are effective for the Company on January 1, 2018. Early adoption is permitted, provided that all of the amendments are adopted in the same period. Entities will be required to apply the guidance retrospectively. If it is impracticable to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively. The amendments in ASU 2016-15 only affect the classification of certain items within the statement of cash flows, and are not expected to have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

43


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)



ASU No. 2017-01 "Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. As we approach the effective date, we will consult the framework to determine the impact on the Company's consolidated financial statements, results of operations or liquidity.

ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The amendments in ASU 2017-04 remove Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The amendments in ASU 2017-04 are not expected to have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 750): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The amendments in ASU 2017-07 requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented in the income separately from the service cost component and outside a subtotal of income from operations, if one is presented. The amendments in ASU 2017-07 also allow only the service cost component to be eligible for capitalization. ASU No. 2017-07 is effective for the Company for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The amendments in ASU 2017-07 are applied retrospectively for the presentation of the service cost and other components of net periodic benefit cost in the income statement and prospectively for the capitalization of the service cost in other assets. ASU 2017-07 allows the use of a practical expedient that permits an employer to use the amounts disclosed in its pension and other post-retirement benefits plan footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. Adoption of the amendments in ASU 2017-07 will not have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU No. 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” The amendments in ASU 2017-08 shorten the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company currently amortizes premiums on callable debt securities to the earliest call date. As such, the amendments in ASU 2017-08 will not impact the Company's consolidated financial statements, results of operations and liquidity.

ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting." In May 2017, the FASB issued ASU 2017-09, which clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. Under the new guidance, an entity will not apply modification accounting

44


FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)


to a share-based payment award if there is no change to the award's fair value, vesting conditions and classification as an equity or liability instrument. The guidance is effective prospectively for all companies for annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact the standard may have on its consolidated financial statements, results of operations and liquidity.

ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12). The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company plans to adopt ASU 2017-12 on January 1, 2018. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the beginning balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Company continues to assess all potential impacts of the standard, we currently expect adoption to have an immaterial impact on our consolidated financial statements.
 

(17)    Subsequent Events
    

Subsequent events have been evaluated for potential recognition and disclosure through the date financial statements were filed with the SEC. On October 16, 2017, the Company declared a quarterly dividend to common shareholders of $0.24 per share, to be paid on November 13, 2017 to shareholders of record as of October 31, 2017.

No other events requiring recognition or disclosure were identified.


45


Item 2.
    
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    
The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2016, including the audited financial statements contained therein, filed with the Securities and Exchange Commission, or SEC.
            
When we refer to “we,” “our,” and “us” in this report, we mean First Interstate BancSystem, Inc. and our consolidated subsidiary, First Interstate Bank ("FIB"), referred to as the "Bank", unless the context indicates that we refer only to the parent company, First Interstate BancSystem, Inc (the "Company").
    
Cautionary Note Regarding Forward-Looking Statements and Factors that Could Affect Future Results
    
“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 as those that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue” 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 report: a decline in business and economic conditions, in particular adverse conditions affecting Montana, Wyoming, South Dakota, Oregon, Idaho, and Washington, lending risks, changes in interest rates, failure to integrate or profitably operate acquired businesses (including BOTC), inadequate allowance for loan losses, additional regulatory requirements due to our asset size exceeding $10 billion, loss of access to low-cost funding sources, declining oil and gas prices and declining demand for coal, impairment of goodwill, changes in accounting standards, dependence on the Company’s management team, ability to attract and retain qualified employees, increased governmental regulation and changes in regulatory, tax and accounting rules and interpretations, stringent capital requirements, dependence on our information technology and telecommunications systems, cyber-security, liquidity risks, inability to grow organically or through acquisitions, environmental remediation and other costs associated with repossessed properties, ineffective internal operating controls, competition, reliance on external vendors, unfavorable resolution of litigation, failure to effectively implement technology-driven products and services, soundness of other financial institutions, ability to address enhanced regulatory requirements affecting our mortgage business, occurrences of catastrophic events or natural disasters, volatility of Class A and Class B common stock, changes in dividend policy, the uninsured nature of any investment in Class A or Class B common stock, voting control of Class B stockholders, anti-takeover provisions, controlled company status, dilution as a result of future equity issuances, and subordination of common stock to Company debt.
    
A more detailed discussion of each of the foregoing risks is included in Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. These factors and the other risk factors described in the Company's periodic and current reports filed with the SEC from time to time, however, are not necessarily all of the important factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the Company's forward-looking statements. Other unknown or unpredictable factors also could harm the Company's results. Investors and others are encouraged to read the more detailed discussion of the Company's risks contained in Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
    
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.
    
Executive Overview
    
We are a financial holding company headquartered in Billings, Montana. As of September 30, 2017, we had consolidated assets of $12.2 billion, deposits of $9.9 billion, loans of $7.6 billion and total stockholders’ equity of $1.4 billion. We currently operate 126 banking offices, including detached drive-up facilities, in communities across Montana, Wyoming, South Dakota,

46


Oregon, Idaho, and Washington. Through our bank subsidiary, FIB, we deliver a comprehensive range of banking products and services to individuals, businesses, municipalities and other entities throughout our market areas. Our customers participate in a wide variety of industries, including energy, tourism, agriculture, healthcare, professional services, education, governmental services, construction, mining, retail and wholesale trade.

Our Business
                    
Our principal business activity is lending to and accepting deposits from individuals, businesses, municipalities and other entities. We derive our income principally from interest charged on loans and, to a lesser extent, from interest and dividends earned on investments. We also derive income from non-interest sources such as fees received in connection with various lending and deposit services; trust, employee benefit, investment and insurance services; mortgage loan originations, sales and servicing; merchant and electronic banking services; and from time to time, gains on sales of assets. Our principal expenses include interest expense on deposits and borrowings, operating expenses, provisions for loan losses and income tax expense.
    
Our loan portfolio consists of a mix of real estate, consumer, commercial, agricultural and other loans, including fixed and variable rate loans. Our real estate loans comprise commercial real estate, construction (including residential, commercial and land development loans), residential, agricultural and other real estate loans. Fluctuations in the loan portfolio are directly related to the economies of the communities we serve. While each loan originated must meet minimum underwriting standards established in our credit policies, lending officers are granted discretion within pre-approved limits in approving and pricing loans to assure that the banking offices are responsive to competitive issues and community needs in each market area. We fund our loan portfolio primarily with the core deposits from our customers, generally without utilizing brokered deposits and with minimal reliance on wholesale funding sources.
    
Recent Developments
    
On May 30, 2017, we acquired all of the outstanding stock of Cascade Bancorp, parent company of Bank of the Cascades ("BOTC"), an Oregon-based community bank with 46 banking offices across Oregon, Idaho and Washington. Each outstanding share of Cascade Bancorp converted into the right to receive 0.14864 shares of our Class A common stock and $1.91 in cash. The merger consideration represented an aggregate purchase price of $541.0 million. With the completion of the merger, we have become a regional community bank with over $12 billion in total assets and a geographic footprint that spans Montana, Wyoming, South Dakota, Oregon, Idaho, and Washington. Integration of BOTC into FIB was completed on August 11, 2017.

On June 30, 2017, we sold the custodial rights to our Health Savings Account ("HSA") portfolio to HealthEquity, Inc. for $6.5 million. $3.1 million was attributable to BOTC acquired deposits and considered a fair market value purchase accounting adjustment. The remainder was recognized as a second quarter one-time gain of $3.4 million on the sale of the custodial rights to all the Company's HSA accounts held by First Interstate Bank. Due to attrition in the HSA portfolio between the second quarter date of sale and third quarter transfer of balances, we recognized a $0.3 million reduction in gain during the three months ended September 30, 2017. Total health savings accounts of approximately $55.2 million were transferred to HealthEquity during the third quarter of 2017.


Primary Factors Used in Evaluating Our Business
                
As a banking institution, we manage and evaluate various aspects of both our financial condition and our results of operations. We monitor our financial condition and performance and evaluate the levels and trends of the line items included in our balance sheet and statements of income, as well as various financial ratios that are commonly used in our industry. We analyze these ratios and financial trends against both our own historical levels and the financial condition and performance of comparable banking institutions in our region and nationally.
    
Results of Operations
        
Principal factors used in managing and evaluating our results of operations include return on average equity, net interest income, non-interest income, non-interest expense and net income. Net interest income is affected by the level of interest rates, changes in interest rates and changes in the volume and composition of interest earning assets and interest bearing liabilities. The most significant impact on our net interest income between periods is derived from the interaction of changes in the rates earned or paid on interest earning assets and interest bearing liabilities, which we refer to as interest rate spread. The volume of loans, investment securities and other interest earning assets, compared to the volume of interest bearing deposits and indebtedness, combined with the interest rate spread, produces changes in our net interest income between periods. Non-interest bearing sources of funds, such as demand deposits and stockholders’ equity, also support earning assets.

47



The impact of free funding sources is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. We evaluate our net interest income on factors that include the yields on our loans and other earning assets, the costs of our deposits and other funding sources, the levels of our net interest spread and net interest margin.
        
We seek to increase our non-interest income over time and we evaluate our non-interest income relative to the trends of the individual types of non-interest income in view of prevailing market conditions.
    
We manage our non-interest expenses in consideration of growth opportunities and our community banking model that emphasizes customer service and responsiveness. We evaluate our non-interest expense on factors that include our non-interest expense relative to our average assets, our efficiency ratio and the trends of the individual categories of non-interest expense.
    
Finally, we seek to increase our net income and provide favorable shareholder returns over time, and we evaluate our net income relative to the performance of other bank holding companies on factors that include return on average assets, return on average equity, total shareholder return and growth in earnings.
    
Financial Condition
    
Principal areas of focus in managing and evaluating our financial condition include liquidity, the diversification and quality of our loans, the adequacy of our allowance for loan losses, the diversification and terms of our deposits and other funding sources, the re-pricing characteristics and maturities of our assets and liabilities, including potential interest rate exposure and the adequacy of our capital levels. We seek to maintain sufficient levels of cash and investment securities to meet potential payment and funding obligations, and we evaluate our liquidity on factors that include the levels of cash and highly liquid assets relative to our liabilities, the quality and maturities of our investment securities, the ratio of loans to deposits and any reliance on brokered certificates of deposit or other wholesale funding sources.
    
We seek to maintain a diverse and high quality loan portfolio and evaluate our asset quality on factors that include the allocation of our loans among loan types, credit exposure to any single borrower or industry type, non-performing assets as a percentage of total loans and OREO, and loan charge-offs as a percentage of average loans. We seek to maintain our allowance for loan losses at a level adequate to absorb probable losses inherent in our loan portfolio at each balance sheet date, and we evaluate the level of our allowance for loan losses relative to our overall loan portfolio and the level of non-performing loans and potential charge-offs.
        
We seek to fund our assets primarily using core customer deposits spread among various deposit categories, and we evaluate our deposit and funding mix on factors that include the allocation of our deposits among deposit types, the level of our non-interest bearing deposits, the ratio of our core deposits (i.e. excluding time deposits above $100,000) to our total deposits and our reliance on brokered deposits or other wholesale funding sources, such as borrowings from other banks or agencies. We seek to manage the mix, maturities and re-pricing characteristics of our assets and liabilities to maintain relative stability of our net interest rate margin in a changing interest rate environment, and we evaluate our asset-liability management using models to evaluate the changes to our net interest income under different interest rate scenarios.
    
Finally, we seek to maintain adequate capital levels to absorb unforeseen operating losses and to help support the growth of our balance sheet. We evaluate our capital adequacy using the regulatory and financial capital ratios including leverage capital ratio, tier 1 risk-based capital ratio, total risk-based capital ratio, tangible common equity to tangible assets, and tier 1 common capital to total risk-weighted assets.
    
Critical Accounting Estimates and Significant Accounting Policies
        
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the industries in which we operate. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. The most significant accounting policies we follow are summarized in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
    
Our critical accounting estimates are summarized below. Management considers an accounting estimate to be critical if: (1) the accounting estimate requires management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and (2) changes in the estimate that are reasonably likely to occur from period to period, or the use of different estimates that management could have reasonably used in the current period, would have a material impact on our consolidated financial statements, results of operations or liquidity.

48


        
Allowance for Loan Losses
        
The provision for loan losses creates an allowance for loan losses known and inherent in the loan portfolio at each balance sheet date. The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio.
        
We perform a quarterly assessment of the risks inherent in our loan portfolio, as well as a detailed review of each significant loan with identified weaknesses. Based on this analysis, we record a provision for loan losses in order to maintain the allowance for loan losses at appropriate levels. In determining the allowance for loan losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of subjective measurements, including management’s assessment of the internal risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends and the impact of current local, regional and national economic factors on the quality of the loan portfolio. Changes in these estimates and assumptions are possible and may have a material impact on our allowance, and therefore our consolidated financial statements or results of operations. The allowance for loan losses is maintained at an amount we believe is sufficient to provide for estimated losses inherent in our loan portfolio at each balance sheet date, and fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses. Management monitors qualitative and quantitative trends in the loan portfolio, including changes in the levels of past due, internally classified and non-performing loans. Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016 describes the methodology used to determine the allowance for loan losses. A discussion of the factors driving changes in the amount of the allowance for loan losses is included herein under the heading “Financial Condition - Allowance for Loan Losses."

            
Goodwill
            
The excess purchase price over the fair value of net assets from acquisitions, or goodwill, is evaluated for impairment at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. In any given year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value of the reporting unit is in excess of the carrying value, or if the Company elects to bypass the qualitative assessment, a two-step quantitative impairment test is performed. In performing a quantitative test for impairment, the fair value of net assets is estimated based on an analysis of our market value, discounted cash flows and peer values. Determining the fair value of goodwill is considered a critical accounting estimate because of its sensitivity to market-based economics. In addition, any allocation of the fair value of goodwill to assets and liabilities requires significant management judgment and the use of subjective measurements. Variability in market conditions and key assumptions or subjective measurements used to estimate and allocate fair value are reasonably possible and could have a material impact on our consolidated financial statements or results of operations. Note 1 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016 describes our accounting policy with regard to goodwill.
        
Our annual goodwill impairment test is performed each year as of July 1st. Upon completion of the most recent evaluation, the estimated fair value of net assets was greater than the carrying value of the Company. We will continue to monitor our performance and evaluate our goodwill for impairment annually or more frequently as needed.
    
Fair Values of Loans Acquired in Business Combinations
    
Loans acquired in business combinations are initially recorded at fair value with no carryover of the related allowance for credit losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows initially expected to be collected on the loans and discounting those cash flows at an appropriate market rate of interest. Going forward, the Company continues to evaluate reasonableness of expectations for the timing and the amount of cash to be collected. Subsequent decreases in expected cash flows may result in changes in the amortization or accretion of fair market value adjustments, and in some cases may result in the loan being considered impaired.  For collateral dependent loans with deteriorated credit quality, the Company estimates the fair value of the underlying collateral of the loans. These values are discounted using market derived rates of return, with consideration given to the period of time and costs associated with the foreclosure and disposition of the collateral. Note 1 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016 describes our accounting policy with regard to acquired loans.
    

49


Results of Operations

The financial statements as of September 30, 2017 are inclusive of the effects of the combined results of operations including the BOTC acquisition. Due to the timing of the acquisition, certain comparisons between periods are significantly affected by the transaction.

Net income for the third quarter 2017 was $27.3 million, or $0.48 per share, compared to $21.9 million, or $0.45 per share, for the second quarter 2017 ("linked quarter") and $25.2 million, or $0.56 per share, for the third quarter 2016.
Acquisition related expenses were $13.0 million, $10.1 million and $1.2 million for the third quarter and second quarter 2017 and third quarter 2016, respectively. The after-tax impact of acquisition related expenses on earnings per share was $0.15, $0.14 and $0.02 per share for the respective periods.
Net interest income was $100.8 million for the third quarter, up from $79.3 million in the linked quarter and $70.6 million in the third quarter 2016. Increases over the prior periods were largely a result of the full quarter impact of the BOTC acquisition.
Net interest margin (“NIM”) improved to 3.71% from 3.60% in the linked quarter and 3.58% in the third quarter 2016. The NIM benefited from a higher yield on elevated levels of earning assets.
Non-interest income was $38.3 million, as compared to $37.2 million in the linked quarter and $35.2 million in the third quarter 2016. Exclusive of a linked quarter $3.4 million gain on sale related to the custodial rights to the Company's health savings accounts ("HSA"), third quarter 2017 increased $4.5 million, or 13.4%, quarter-over-quarter, primarily resulting from the impact of the acquired non-interest revenue streams.
Non-interest expense was $94.7 million for the third quarter, as compared to $80.4 million for the linked quarter and $65.4 million for the third quarter 2016. Non-interest expense included $13.0 million, $10.1 million and $1.2 million of acquisition related costs for the third quarter and second quarter 2017 and third quarter 2016, respectively. Elevated levels for non-interest expense, exclusive of acquisition costs, were primarily related to staffing and operating the expanded branch network following the acquisition.
The third quarter 2017 efficiency ratio was 68.1%, down slightly from 69.0% for the second quarter 2017 and up from 61.9% for the third quarter 2016. Efficiency ratios in all three periods were elevated as a result of acquisition costs incurred in each quarter.
Gross loan balances at September 30, 2017 were down slightly from the linked quarter and up $2.1 billion from December 31, 2016, primarily as a result of the BOTC acquisition. Yields on average loans for the three and nine months ended September 30, 2017 improved to 4.96% and 4.89%, respectively.
Asset quality improved in third quarter 2017 compared to the linked quarter, with a $6.8 million decrease in non-performing assets and a $7.1 million decrease in criticized loans.
Investment securities increased $493.2 million to $2.6 billion from $2.1 billion at December 31, 2016, primarily as a result of the acquisition.
Deposit balances at September 30, 2017 were $9.9 billion, up 34.7% as compared to the prior year end, primarily as a result of the acquisition.
The allowance for loan losses at the end of the third quarter was 0.99% of period-end loans, stable as compared to the linked quarter and down from 1.47% at the end of third quarter 2016. The decrease from the third quarter 2016 was primarily a result of higher acquired loan balances from BOTC, which were recorded at fair value in purchase accounting, with no corresponding allowance for loan losses.
At September 30, 2017, stockholders’ equity increased over the linked quarter to $1.4 billion, primarily due to the net income from the third quarter. Book value per share was $25.14, $24.90 and $21.89 for the current, linked and third quarter 2016, respectively.
        
The following discussion and analysis is intended to provide greater details of the results of our operations and financial condition.

Net Interest Income. The most significant impact on our net interest income between periods is derived from the interaction of changes in the volume of and rates earned or paid on interest earning assets and interest bearing liabilities. The volume of loans, investment securities and other interest earning assets, compared to the volume of interest bearing deposits and indebtedness, combined with the interest rate spread, produces changes in the net interest income between periods.
        
The following tables present, for the periods indicated, condensed average balance sheet information, together with interest income and yields earned on average interest earning assets and interest expense and rates paid on average interest bearing liabilities.

50


Average Balance Sheets, Yields and Rates
 
 
 
 
 
 
 
(Dollars in thousands)
Three Months Ended September 30,
 
2017
 
2016
 
Average
Balance
Interest
Average
Rate
 
Average
Balance
Interest
Average
Rate
Interest earning assets:
 
 
 
 
 
 
 
Loans (1) (2)
$
7,579,350

$
94,716

4.96
%
 
$
5,469,294

$
66,291

4.82
%
Investment securities (2)
2,601,781

12,844

1.96

 
2,038,498

9,191

1.79

Interest bearing deposits in banks
709,815

2,314

1.29

 
458,415

607

0.53

Federal funds sold
783

3

1.52

 
2,183

4

0.73

Total interest earnings assets
10,891,729

109,877

4.00

 
7,968,390

76,093

3.80

Non-earning assets
1,359,476

 
 
 
777,083

 
 
Total assets
$
12,251,205

 
 
 
$
8,745,473

 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
Demand deposits
$
2,785,911

$
1,637

0.23
%
 
$
2,141,892

$
514

0.10
%
Savings deposits
3,209,712

2,286

0.28

 
2,055,083

647

0.13

Time deposits
1,194,265

2,274

0.76

 
1,088,261

1,938

0.71

Repurchase agreements
597,629

350

0.23

 
466,079

100

0.09

Other borrowed funds
20,015

350

6.94

 
8



Long-term debt
19,854

258

5.16

 
27,917

457

6.51

Subordinated debentures held by subsidiary trusts
82,477

819

3.94

 
82,477

698

3.37

Total interest bearing liabilities
7,909,863

7,974

0.40

 
5,861,717

4,354

0.30

Non-interest bearing deposits
2,826,522

 
 
 
1,843,800

 
 
Other non-interest bearing liabilities
105,009

 
 
 
66,822

 
 
Stockholders’ equity
1,409,811

 
 
 
973,134

 
 
Total liabilities and stockholders’ equity
$
12,251,205

 

 
 
$
8,745,473

 

 
Net FTE interest income
 
101,903

 
 
 
71,739

 
Less FTE adjustments (2)
 
(1,112
)
 
 
 
(1,158
)
 
Net interest income from consolidated statements of income
 
$
100,791

 

 
 
$
70,581

 

Interest rate spread
 
 
3.60
%
 
 
 
3.50
%
Net FTE interest margin (3)
 
 
3.71
%
 
 
 
3.58
%
Cost of funds, including non-interest bearing demand deposits (4)
 
 
0.29
%
 
 
 
0.22
%
    
(1)
Average loan balances include non-accrual loans. Interest income on loans includes amortization of deferred loan fees net of deferred loan costs, which is not material.
(2)
Interest income and average rates for tax exempt loans and securities are presented on an FTE basis.
(3)
Net FTE interest margin during the period equals (i) the difference between annualized interest income on interest earning assets and the annualized interest expense on interest bearing liabilities, divided by (ii) average interest earning assets for the period.
(4)
Calculated by dividing total annualized interest on interest bearing liabilities by the sum of total interest bearing liabilities plus non-interest bearing deposits.             

51


 
 
 
 
 
 
 
 
Average Balance Sheets, Yields and Rates
 
 
 
 
 
 
 
(Dollars in thousands)
Nine Months Ended September 30,
 
2017
 
2016
 
Average
Balance
Interest
Average
Rate
 
Average
Balance
Interest
Average
Rate
Interest earning assets:
 
 
 
 
 
 
 
Loans (1) (2)
$
6,384,064

$
233,547

4.89
%
 
$
5,339,479

$
192,910

4.83
%
Investment securities (2)
2,333,622

33,902

1.94

 
2,080,454

27,950

1.79

Interest bearing deposits in banks
620,514

4,859

1.05

 
441,748

1,734

0.52

Federal funds sold
898

8

1.19

 
1,789

9

0.67

Total interest earnings assets
9,339,098

272,316

3.90

 
7,863,470

222,603

3.78

Non-earning assets
1,060,039

 
 
 
762,979



Total assets
$
10,399,137

 
 
 
$
8,626,449

 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
Demand deposits
$
2,485,994

$
3,954

0.21
%
 
$
2,140,981

$
1,587

0.10
%
Savings deposits
2,617,304

5,455

0.28

 
2,008,032

1,949

0.13

Time deposits
1,094,488

5,917

0.72

 
1,101,205

5,899

0.72

Repurchase agreements
574,461

870

0.20

 
471,165

282

0.08

Other borrowed funds
20,018

1,039

6.94

 
8



Long-term debt
12,031

503

5.59

 
28,313

1,357

6.40

Subordinated debentures held by subsidiary trusts
82,477

2,346

3.80

 
82,477

2,036

3.30

Total interest bearing liabilities
6,886,773

20,084

0.39

 
5,832,181

13,110

0.30

Non-interest bearing deposits
2,257,082

 
 
 
1,779,344

 
 
Other non-interest bearing liabilities
73,647

 
 
 
60,301

 
 
Stockholders’ equity
1,181,635

 
 
 
954,623

 
 
Total liabilities and stockholders’ equity
$
10,399,137

 

 
 
$
8,626,449

 

 
Net FTE interest income
 
252,232

 
 
 
209,493

 
Less FTE adjustments (2)
 
(3,225
)
 
 
 
(3,329
)
 
Net interest income from consolidated statements of income
 
$
249,007

 

 
 
$
206,164

 

Interest rate spread
 
 
3.51
%
 
 
 
3.48
%
Net FTE interest margin (3)
 
 
3.61
%
 
 
 
3.56
%
Cost of funds, including non-interest bearing demand deposits (4)
 
 
0.29
%
 
 
 
0.23
%

(1)
Average loan balances include non-accrual loans. Interest income on loans includes amortization of deferred loan fees net of deferred loan costs, which is not material.
(2)
Interest income and average rates for tax exempt loans and securities are presented on an FTE basis.
(3)
Net FTE interest margin during the period equals (i) the difference between annualized interest income on interest earning assets and the annualized interest expense on interest bearing liabilities, divided by (ii) average interest earning assets for the period.
(4) Calculated by dividing total annualized interest on interest bearing liabilities by the sum of total interest bearing liabilities plus non-interest bearing deposits.

Net Interest Income. Our net interest income on a fully taxable equivalent, or FTE, basis increased $30.2 million, or 42.0%, to $101.9 million during the three months ended September 30, 2017, as compared to $71.7 million for the same period in 2016, and $42.7 million, or 20.4% to $252.2 million during the nine months ended September 30, 2017, as compared to $209.5 million for the same period in 2016. These increases were primarily attributable to higher outstanding loan balances as a result of the BOTC acquisition. Additionally, FTE interest income was positively impacted by higher yields on loans, investment securities and interest bearing deposits in banks, which were partially offset by a higher cost of funds, primarily influenced by the increases in the Federal Fund rate.
    
Also positively impacting our net FTE interest income during the three and nine months ended September 30, 2017, as compared to the same periods in the prior year, was interest accretion related to the fair valuation of acquired loans. Interest accretion related to the fair valuation of acquired loans was $4.0 million during the three months ended September 30, 2017, of which $2.1 million was the result of early loan payoffs, and $6.9 million during the nine months ended September 30, 2017, of which $2.9 million was the result of early loan payoffs. This compares to $1.4 million during the three months ended September 30,

52


2016, of which $0.8 million was the result of early loan payoffs, and $4.7 million during the nine months ended September 30, 2016, of which $2.1 million was the result of early loan payoffs.

Recoveries of charged-off interest also impacted net FTE interest income. Charged-off interest recoveries were $2.0 million and $4.6 million during the three and nine months ended September 30, 2017, as compared to $1.8 million and $2.2 million during the same respective periods in 2016.
            
Our net interest margin ratio increased 13 basis points to 3.71% for the three months ended September 30, 2017, as compared to 3.58% for the same period in 2016. Similarly, our net interest margin ratio increased 5 basis points to 3.61% for the nine months ended September 30, 2017, as compared to 3.56% for the same period in 2016. Increases in net FTE interest margin ratio during the three months ended September 30, 2017, as compared to the same period in 2016, were primarily due to increases in average outstanding loans and higher yields on interest earning assets, offset by a 7 basis point increase in funding costs. The net FTE interest margin ratio of 3.61% improved during the nine months ended September 30, 2017, as compared to the same period in 2016, with higher yields on increased levels of interest earning assets partially offset by a higher cost of funds on increased levels of interest bearing liabilities.

Exclusive of the impact of interest accretion on acquired loans and recoveries of previously charged-off interest, our net interest margin ratio was 3.49% during the three months ended September 30, 2017, as compared to 3.42% for the same period in 2016, and 3.45% during the nine months ended September 30, 2017, as compared to 3.44% during the same period in 2016.
    
The table below sets forth, for the periods indicated, a summary of the changes in interest income and interest expense resulting from estimated changes in average asset and liability balances (volume) and estimated changes in average interest rates (rate). Changes which are not due solely to volume or rate have been allocated to these categories based on the respective percent changes in average volume and average rate as they compare to each other.    

Analysis of Interest Changes Due to Volume and Rates
 
 
 
 
 
 
 
 
(Dollars in thousands)
Three Months Ended September 30, 2017
compared with
Three Months Ended September 30, 2016
 
Nine Months Ended September 30, 2017
compared with
Nine Months Ended September 30, 2016
 
Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans (1)
$
25,575

 
$
2,850

 
$
28,425

 
$
37,740

 
$
2,897

 
$
40,637

Investment securities (1)
2,540

 
1,113

 
3,653

 
3,401

 
2,551

 
5,952

Interest bearing deposits in banks
333

 
1,374

 
1,707

 
702

 
2,423

 
3,125

Federal funds sold
(3
)
 
2

 
(1
)
 
(4
)
 
3

 
(1
)
Total change
28,445

 
5,339

 
33,784

 
41,839

 
7,874

 
49,713

Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
151

 
972

 
1,123

 
256

 
2,111

 
2,367

Savings deposits
356

 
1,283

 
1,639

 
591

 
2,915

 
3,506

Time deposits
185

 
151

 
336

 
(36
)
 
54

 
18

Repurchase agreements
28

 
222

 
250

 
62

 
526

 
588

Other borrowed funds

 
350

 
350

 

 
1,039

 
1,039

Long-term debt
(129
)
 
(70
)
 
(199
)
 
(780
)
 
(74
)
 
(854
)
Subordinated debentures held by subsidiary trusts

 
121

 
121

 

 
310

 
310

Total change
591

 
3,029

 
3,620

 
93

 
6,881

 
6,974

Increase in FTE net interest income
$
27,854

 
$
2,310

 
$
30,164

 
$
41,746

 
$
993

 
$
42,739

                
(1)Interest income for tax exempt loans and securities are presented on an FTE basis.
        
Provision for Loan Losses. Fluctuations in the provision for loan losses reflect management's estimate of possible loan losses based upon composition of our loan portfolio, evaluation of the borrowers' ability to repay, collateral value underlying loans, loan loss trends and estimated effects of current economic conditions on our loan portfolio. The Company recorded a provision for loan losses of $3.4 million during the three months ended September 30, 2017, as compared to $2.4 million during same period in 2016. The increase in provision for loan loss over the third quarter 2016 was primarily a result of a higher level of charge-offs. During the nine months ended September 30, 2017, the Company recorded a provision for loan losses of $7.5 million, as compared to $8.9 million during the same period in 2016. The year-over-year decrease in provision for loan loss is

53


reflective of a decline in specific reserves along with improving allocation rates for current economic conditions, policies and procedures.

For information regarding our non-performing loans, see “Non-Performing Assets” included herein. For more information on our allowance for loan losses, see "Allowance for Loan Losses" included herein.
                
Non-interest Income.

Non-interest income was as follows for the periods presented below (dollars in thousands):

 
Three Months Ended September 30,
 
% Change
 
Nine Months Ended September 30,
 
% Change
 
2017
 
2016
 
 
2017
 
2016
 
Payment services revenues
$
12,366

 
$
9,019

 
37.1
 %
 
$
31,036

 
$
25,658

 
21.0
 %
Mortgage banking revenues
8,251

 
11,303

 
(27.0
)
 
22,442

 
28,311

 
(20.7
)
Wealth management revenues
5,544

 
4,995

 
11.0

 
15,641

 
14,736

 
6.1

Service charges on deposit accounts
5,904

 
4,692

 
25.8

 
15,314

 
13,781

 
11.1

Other service charges, commissions and fees
3,584

 
2,628

 
36.4

 
9,618

 
8,081

 
19.0

Loss on termination of interest rate swap
(1,128
)
 

 
100.0

 
(1,128
)
 

 
100.0

Investment securities gains (losses), net
771

 
225

 
242.7

 
778

 
312

 
149.4

Other income
2,982

 
2,299

 
29.7

 
10,860

 
7,049

 
54.1

Non-recurring litigation recovery

 

 

 

 
3,750

 
(100.0
)
Total non-interest income
$
38,274

 
$
35,161

 
8.9
 %
 
$
104,561

 
$
101,678

 
2.8
 %


Our principal sources of non-interest income primarily include fee-based revenues such as payment services, mortgage banking and wealth management revenues, service charges on deposit accounts and other service charges, commissions and fees. Total non-interest income increased $3.1 million, or 8.9%, to $38.3 million for the three months ended September 30, 2017, as compared to $35.2 million for the same period in 2016, and $2.9 million, or 2.8%, to $104.6 million for the nine months ended September 30, 2017, as compared to $101.7 million during the same period in 2016.

Non-interest income for the nine months ended September 30, 2017, includes a one-time net gain of $3.1 million recognized on the sale of the custodial rights to all of the Company's health savings accounts held by FIB. In total, the Company sold the custodial rights to HealthEquity for $6.2 million, of which $3.1 million was attributable to BOTC acquired deposits and reduced the core deposit intangible recorded in the acquisition. Additionally, non-interest income for the nine months ended September 30, 2016 included a $3.8 million non-recurring litigation recovery. Exclusive of these items, total non-interest income increased $3.6 million during the nine months ended September 30, 2017 when compared to the same period in 2016. Significant components of the change in non-interest income between comparable periods are discussed below.

Payment services revenues consist of interchange fees that merchants pay for processing electronic payment transactions and ATM service fees. Payment services revenues increased $3.3 million, or 37.1%, to $12.4 million during the three months ended September 30, 2017, as compared to $9.0 million during the same period in 2016. Increases are largely a result of the BOTC activity included for the full quarter, as well as normal seasonality experienced in the summer months. For the nine months ended September 30, 2017, payment services revenue increased $5.4 million when compared to the same period in 2016.
    
Mortgage banking revenues decreased $3.1 million, or 27.0%, to $8.3 million and decreased $5.9 million, or 20.7%, to $22.4 million during the three and nine months ended September 30, 2017, as compared to $11.3 million and $28.3 million during the same periods in 2016. The decreases from the respective periods are mainly attributable to a softening in the refinance market, given where we are in the interest rate cycle. Our overall loan production for originated home purchases was approximately 78.7% and 73.2% of production for the three and nine months ended September 30, 2017, respectively, compared to 56.4% and 60.6% for the same periods in 2016.

Non-interest Expense.

Non-interest expense was as follows for the periods presented below (dollars in thousands):

54


 
Three Months Ended September 30,
 
% Change
 
Nine Months Ended September 30,
 
% Change
 
2017
 
2016
 
 
2017
 
2016
 
Salaries and wages
$
34,662

 
$
26,908

 
28.8
 %
 
$
88,440

 
$
79,755

 
10.9
 %
Employee benefits
10,185

 
8,610

 
18.3

 
29,612

 
26,285

 
12.7

Outsourced technology services
6,569

 
5,211

 
26.1

 
17,869

 
14,843

 
20.4

Occupancy, net
6,059

 
4,413

 
37.3

 
16,028

 
13,361

 
20.0

Furniture and equipment
3,151

 
2,398

 
31.4

 
8,163

 
7,114

 
14.7

OREO expense, net of income
242

 
8

 
2,925.0

 
228

 
109

 
109.2

Professional fees
1,888

 
1,191

 
58.5

 
4,712

 
3,635

 
29.6

FDIC insurance premiums
1,666

 
1,212

 
37.5

 
3,327

 
3,668

 
(9.3
)
Mortgage servicing rights amortization
816

 
854

 
(4.4
)
 
2,135

 
2,210

 
(3.4
)
Mortgage servicing rights impairment (recovery)
(12
)
 
(16
)
 
(25.0
)
 
(84
)
 
(21
)
 
300.0

Core deposit intangibles amortization
1,885

 
875

 
115.4

 
3,577

 
2,529

 
41.4

Other expenses
14,529

 
12,542

 
15.8

 
40,887

 
36,740

 
11.3

Acquisition related expenses
13,016

 
1,197

 
987.4

 
23,854

 
1,197

 
1,892.8

Total non-interest expense
$
94,656

 
$
65,403

 
44.7
 %
 
$
238,748

 
$
191,425

 
24.7
 %

Non-interest expense increased $29.3 million, or 44.7%, to $94.7 million during the three months ended September 30, 2017 as compared to the same period in 2016. Included in non-interest expenses for the three months ended September 30, 2017 and 2016 are $13.0 million and $1.2 million, respectively, of expenses related to acquisitions, including legal fees, consulting fees, investment banking fees, conversion and contract termination costs, and retention and severance compensation costs. For the nine months ended September 30, 2017, non-interest expense increased $47.3 million, or 24.7%, to $238.7 million when compared to the same period in 2016. Included in non-interest expenses for the nine months ended September 30, 2017 and 2016 are $23.9 million and $1.2 million of acquisition related expenses, respectively. For additional information regarding acquisitions, see "Recent Developments" included herein and “Note 2 – Acquisitions” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

Salaries and wages expense increased $7.8 million, or 28.8%, to $34.7 million during the three months ended September 30, 2017, as compared to $26.9 million during the same period in 2016, primarily due to the acquisition of BOTC. Salaries and wages expense increased $8.7 million, or 10.9%, to $88.4 million during the nine months ended September 30, 2017, as compared to $79.8 million during the same period in 2016, due to the impact of BOTC and Flathead acquisitions.
  
Core deposit intangible amortization expense increased $1.0 million, or 115.4%, to $1.9 million during the three months ended September 30, 2017 as compared to $0.9 million in the same period of 2016 with the increase attributable to the BOTC acquisition. For the nine months ended September 30, 2017 core deposit amortization expense increased $1.0 million as compared to the same period of 2016 as decreasing amortization on previous acquisition related core deposit intangibles were partially offset by the increase from the acquisition of BOTC.

Other expenses increased $2.0 million, or 15.8%, to $14.5 million during the three months ended September 30, 2017, as compared to $12.5 million during the same period in 2016, primarily due to normal fluctuations in operating expenses and the acquisition of BOTC. For the nine months ended September 30, 2017, other expenses increased $4.1 million, or 11.3%, to $40.9 million as compared to the same period in 2016 primarily due to the acquisition of BOTC, which were partially offset by efficiencies from the continued scalability initiatives of the Company.

The remaining increase in non-interest expenses is largely due to the impact of both the BOTC and Flathead Bank acquisitions.

Income Tax Expense. Our effective tax rate decreased slightly to 33.5% for the three months ended September 30, 2017 compared to 33.7% for the three months ended September 30, 2016. Similarly, our effective rate decreased to 32.7% for the nine months ended September 30, 2017 as compared to 34.1% in the same period of 2016. Both decreases were a result of the January 1, 2017 adoption of ASU 2016-09, "Compensation-Stock Compensation (Topic 718)." Our income tax expense for the three and nine months ended September 30, 2017 includes a tax benefit of $0.3 million and $2.3 million, respectively, related to the exercise of outstanding stock option awards and the vesting of restricted shares.  Exclusive of the effect of this tax benefit, our effective tax rate for the nine months ended September 30, 2017 was 34.8%. The remaining fluctuation was largely a result of a higher ratio of taxable to tax-exempt income and additional state taxes due to higher rates in the expanded footprint as a result of the BOTC acquisition.

55


 
Financial Condition
        
Total Assets. Total assets increased $3.1 billion, or 34.7% to $12.2 billion as of September 30, 2017, from $9.1 billion as of December 31, 2016, primarily as a result of the acquisition of BOTC. Significant fluctuations in balance sheet accounts are discussed below.
        
Total Loans. Total loans increased $2.1 billion, or 37.8%, to $7.6 billion as of September 30, 2017, as compared to $5.5 billion as of December 31, 2016 primarily as a result of the recent acquisition of BOTC. Exclusive of the acquisition and the disposition of $31.7 million of shared national credits acquired from BOTC, total loans grew organically $13.4 million from December 31, 2016.
Loans Held for Investment. Loans held for investment accounted for the majority of the increase in total loans in large part due to the acquisition of BOTC. Exclusive of the acquisition and the disposition of $31.7 million of shared national credits acquired from BOTC, total loans held for investment grew organically $25.6 million from December 31, 2016. Significant contributing portfolios are discussed in greater detail below:
Total real estate loans increased $1.6 billion, or 45.7%, to $5.1 billion as of September 30, 2017. Included in this portfolio, commercial real estate loans increased $924.1 million, or 50.4%, to $2.8 billion as of September 30, 2017. Exclusive of the BOTC acquisition, total commercial real estate loans decreased $33.9 million, or 1.9%, from December 31, 2016. Construction loans increased $221.2 million, or 45.9%, to $703.2 million as of September 30, 2017, from $482.0 million as of December 31, 2016. Exclusive of acquired BOTC loans, construction loans decreased $16.1 million, or 3.3%, from December 31, 2016. Residential real estate loans increased $471.6 million, or 45.9%, to $1.5 billion as of September 30, 2017. Exclusive of acquired BOTC loans, residential real estate loans increased $11.5 million, or 1.1%, from December 31, 2016.
Indirect consumer loans increased $36.4 million, or 4.8%, to $788.8 million as of September 30, 2017, from $752.4 million as of December 31, 2016, with all of the increase attributable to organic growth. The BOTC acquisition provides the Company with the opportunity to expand this portfolio to clients in Washington, Oregon and Idaho.
Commercial loans increased $388.3 million, or 48.7%, to $1.2 billion as of September 30, 2017. Exclusive of the acquisition and the disposition of $31.7 million of shared national credits acquired from BOTC, total commercial loans increased organically $29.0 million, or 3.6% from December 31, 2016.
Loans Held for Sale. Loans held for sale consist of residential mortgage loans pending sale to investors in the secondary market. Loans held for sale decreased $12.1 million, or 19.5%, to $49.7 million as of September 30, 2017, from $61.8 million as of December 31, 2016. The lower balance, relative to last year, is attributable to a softening in the refinance market, given where we are in the interest rate cycle.     
Non-performing Assets. Non-performing assets include non-accrual loans, loans contractually past due by 90 days or more and still accruing interest, and OREO. The following table sets forth information regarding non-performing assets as of the dates indicated.    
Nonperforming Assets and Troubled Debt Restructurings
 
 
 
 
 
 
 
 
(Dollars in thousands)
September 30,
2017
 
June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
Non-performing loans:
 
 
 
 
 
 
 
 
 
Non-accrual loans
$
74,480

 
$
76,687

 
$
74,580

 
$
72,793

 
$
71,469

Accruing loans past due 90 days or more
5,665

 
9,362

 
4,527

 
3,789

 
8,131

 
 
 
 
 
 
 
 
 
 
Total non-performing loans
80,145

 
86,049

 
79,107

 
76,582

 
79,600

OREO
10,344

 
11,286

 
9,428

 
10,019

 
9,447

 
 
 
 
 
 
 
 
 
 
Total non-performing assets
$
90,489

 
$
97,335

 
$
88,535

 
$
86,601

 
$
89,047

 
 
 
 
 
 
 
 
 
 
Troubled debt restructurings not included above
$
10,862

 
$
14,956

 
$
16,379

 
$
22,343

 
$
17,163

 
 
 
 
 
 
 
 
 
 
Non-performing loans to total loans
1.06
%
 
1.14
%
 
1.47
%
 
1.40
%
 
1.44
%
Non-performing assets to total loans and OREO
1.20
%
 
1.29
%
 
1.64
%
 
1.58
%
 
1.61
%
Non-performing assets to total assets
0.74
%
 
0.80
%
 
0.98
%
 
0.96
%
 
0.99
%
    
Non-performing loans. Non-performing loans include non-accrual loans and loans contractually past due 90 days or more. We monitor and evaluate collateral values on non-performing loans quarterly. Appraisals are required on all non-performing

56


loans every 18-24 months, or sooner as conditions necessitate. We update valuations on collateral underlying oil and gas credits based on recent market-based oil price forecasts provided by an independent third party. We also monitor real estate values by market for our larger market areas. Based on trends in real estate values, adjustments may be made to the appraised value based on time elapsed between the appraisal date and the impairment analysis or a new appraisal may be ordered. Appraised values in our smaller market areas may be adjusted based on trends identified through discussions with local realtors and appraisers. Appraisals are also adjusted for selling costs. The collateral valuation is then compared to the loan balance and any resulting shortfall is recorded in the allowance for loan losses as a specific valuation allowance. Provisions for loan losses are impacted by changes in the specific valuation allowances and historical or general valuation elements of the allowance for loan losses.     

The following table sets forth the allocation of our non-performing loans among our various loan categories as of the dates indicated.
Non-Performing Loans by Loan Type
 
 
 
 
 
 
 
(Dollars in thousands)
September 30,
2017
 
Percent
of Total
 
December 31,
2016
 
Percent
of Total
Real estate:
 
 
 
 
 
 
 
Commercial
$
30,544

 
38.1
%
 
$
26,514

 
34.6
%
Construction:
 
 
 
 
 
 
 
Land acquisition and development
4,785

 
6.0

 
5,304

 
6.9

Commercial
3,844

 
4.8

 
762

 
1.0

Residential
675

 
0.8

 
456

 
0.6

Total construction
9,304

 
11.6

 
6,522

 
8.5

Residential
5,898

 
7.4

 
7,137

 
9.3

Agricultural
2,218

 
2.7

 
4,327

 
5.7

Total real estate
47,964

 
59.8

 
44,500

 
58.1

Consumer
2,949

 
3.7

 
2,894

 
3.8

Commercial
27,609

 
34.4

 
26,166

 
34.2

Agricultural
1,623

 
2.0

 
3,022

 
3.9

Other

 

 

 

Total non-performing loans
$
80,145

 
100.0
%
 
$
76,582

 
100.0
%

Non-accrual loans. We generally place loans, excluding acquired credit impaired loans, on non-accrual status when they become 90 days past due, unless they are well secured and in the process of collection. When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed from income. If all loans on non-accrual status had been current in accordance with their original terms, gross income of approximately $1.8 million and $2.5 million would have been accrued for the nine months ended September 30, 2017 and 2016, respectively. Non-accrual loans increased approximately $1.7 million, to $74.5 million as of September 30, 2017, from $72.8 million as of December 31, 2016. Accruing loans past due 90 days or more increased $1.9 million, or 49.5%, from December 31, 2016, primarily due to the loans purchased in the BOTC acquisition. The decline in the non-performing ratios from December 31, 2016 was a result of higher loan balances and total assets from the BOTC acquisition.

Allowance for Loan Losses. The Company performs a quarterly assessment of the adequacy of its allowance for loan losses in accordance with generally accepted accounting principles. The methodology used to assess the adequacy is consistently applied to the Company's loan portfolio. The allowance for loan losses is established through a provision for loan losses based on our evaluation of known and inherent risk in our loan portfolio at each balance sheet date. In determining the allowance for loan losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the allowance for loan losses is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates. See the discussion under “Critical Accounting Estimates and Significant Accounting Policies - Allowance for Loan Losses."
    
The allowance for loan losses is increased by provisions charged against earnings and net recoveries of charged-off loans and is reduced by negative provisions credited to earnings and net loan charge-offs. The allowance for loan losses consists of three elements:
            

57


(1)
Specific valuation allowances associated with impaired loans. Specific valuation allowances are determined based on assessment of the fair value of the collateral underlying the loans as determined through independent appraisals, the present value of future cash flows, observable market prices and any relevant qualitative or environmental factors impacting the loan. No specific valuation allowances are recorded for impaired loans that are adequately secured.
        
(2)
Historical valuation allowances based on loan loss experience for similar loans with similar characteristics and trends. Historical valuation allowances are determined by applying percentage loss factors to the credit exposures from outstanding loans. For commercial, agricultural and real estate loans, loss factors are applied based on the internal risk classifications of these loans. For consumer loans, loss factors are applied on a portfolio basis. For commercial, agriculture and real estate loans, loss factor percentages are based on a migration analysis of our historical loss experience, designed to account for credit deterioration. For consumer loans, loss factor percentages are based on a one-year loss history.
        
(3)
General valuation allowances determined based on changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, general economic conditions and other qualitative risk factors both internal and external to us.
 
Based on the assessment of the adequacy of the allowance for loan losses, management records provisions for loan losses to maintain the allowance for loan losses at appropriate levels.

Loans acquired in business combinations are recorded at fair value with no allowance for loan losses on the date of acquisition. Subsequent to the acquisition date, an allowance for loan loss is recorded for the emergence of new probable and estimable losses on loans acquired without evidence of credit impairment. Loans acquired with evidence of credit impairment are regularly monitored and to the extent that the performance has deteriorated from management's expectations at the date of acquisition, an allowance for loan losses is established. As of September 30, 2017, management determined that an allowance of $727 thousand related to loans acquired in prior year acquisitions with evidence of credit impairment was required under generally accepted accounting principles.
Loans, or portions thereof, are charged-off against the allowance for loan losses when management believes that the collectability of the principal is unlikely, or, with respect to consumer installment loans, according to an established delinquency schedule. Generally, loans are charged-off when (1) there has been no material principal reduction within the previous 90 days and there is no pending sale of collateral or other assets, (2) there is no significant or pending event which will result in principal reduction within the upcoming 90 days, (3) it is clear that we will not be able to collect all or a portion of the loan, (4) payments on the loan are sporadic, will result in an excessive amortization or are not consistent with the collateral held or (5) foreclosure or repossession actions are pending. Loan charge-offs do not directly correspond with the receipt of independent appraisals or the use of observable market data if the collateral value is determined to be sufficient to repay the principal balance of the loan.
If the impaired loan is adequately collateralized, a specific valuation allowance is not recorded. As such, significant changes in impaired and non-performing loans do not necessarily correspond proportionally with changes in the specific valuation component of the allowance for loan losses. Additionally, management expects the timing of charge-offs will vary between quarters and will not necessarily correspond proportionally to changes in the allowance for loan losses or changes in non-performing or impaired loans due to timing differences among the initial identification of an impaired loan, recording of a specific valuation allowance for the impaired loan and any resulting charge-off of uncollectible principal.

58


The following table sets forth information regarding our allowance for loan losses as of and for the periods indicated.
Allowance for Loan Losses
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
Three Months Ended
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2017
 
2017
 
2017
 
2016
 
2016
Balance at beginning of period
$
75,701

 
$
76,231

 
$
76,214

 
$
81,235

 
$
80,340

Provision charged to operating expense
3,443

 
2,355

 
1,730

 
1,078

 
2,363

Charge offs:
 
 
 
 
 
 
 
 
 
Real estate
 
 
 
 
 
 
 
 
 
Commercial
1,070

 
527

 
18

 
2,382

 
173

Construction
447

 
(7
)
 
259

 

 
72

Residential
178

 
444

 
167

 

 
135

Agricultural

 
21

 

 
8

 

Consumer
3,115

 
2,412

 
2,596

 
2,846

 
2,157

Commercial
2,609

 
1,044

 
793

 
3,754

 
578

Agricultural
41

 
49

 
22

 
(5
)
 

Total charge-offs
7,460

 
4,490

 
3,855

 
8,985

 
3,115

Recoveries:
 
 
 
 
 
 
 
 
 
Real estate
 
 
 
 
 
 
 
 
 
Commercial
293

 
290

 
371

 
38

 
83

Construction
177

 
25

 
96

 
313

 
31

Residential
136

 

 
53

 
113

 
103

Agricultural
7

 
(6
)
 
4

 
4

 
4

Consumer
962

 
1,109

 
1,205

 
615

 
742

Commercial
1,313

 
158

 
391

 
1,802

 
680

Agricultural

 
29

 
22

 
1

 
4

Total recoveries
2,888

 
1,605

 
2,142

 
2,886

 
1,647

Net charge-offs
4,572

 
2,885

 
1,713

 
6,099

 
1,468

Balance at end of period
$
74,572

 
$
75,701

 
$
76,231

 
$
76,214

 
$
81,235

 
 
 
 
 
 
 
 
 
 
Period end loans
$
7,552,116

 
$
7,555,973

 
$
5,399,779

 
$
5,478,544

 
$
5,530,915

Average loans
7,579,350

 
6,128,867

 
5,420,245

 
5,493,911

 
5,469,294

Net loans charged-off to average loans, annualized
0.24
%
 
0.19
%
 
0.13
%
 
0.44
%
 
0.11
%
Allowance to period end loans
0.99
%
 
1.00
%
 
1.41
%
 
1.39
%
 
1.47
%
    
Our allowance for loan losses was $74.6 million, or 0.99% of period end loans, as of September 30, 2017. Declines in the percentage of allowance for loan losses to period end loans in recent quarters was a result of higher loan balances from BOTC acquired loans, which were recorded at fair value in accordance with purchase accounting, and no corresponding allowance for loan losses. Although we have established our allowance for loan losses in accordance with accounting principles generally accepted in the United States and we believe that our allowance for loan losses is adequate to provide for known and inherent losses in the portfolio at all times, future provisions will be subject to on-going evaluations of the risks in the loan portfolio. If the economy declines or asset quality deteriorates, material additional provisions could be required.

Investment Securities. We manage our investment portfolio to obtain the highest yield possible, while meeting our risk tolerance and liquidity guidelines and satisfying the pledging requirements for deposits of state and political subdivisions and securities sold under repurchase agreements. Investment securities increased $493.2 million, or 23.2%, to $2.6 billion, or 21.4% of total assets, as of September 30, 2017, from $2.1 billion, or 23.4% of total assets, as of December 31, 2016. The increase is attributable to the acquisition of BOTC. As of September 30, 2017, the estimated duration of our investment portfolio was 2.6 years, as compared to 3.0 years as of December 31, 2016.
    
We evaluate our investment portfolio quarterly for other-than-temporary declines in the market value of individual investment securities. This evaluation includes monitoring credit ratings; market, industry and corporate news; volatility in market prices; and, determining whether the market value of a security has been below its cost for an extended period of time. As of September 30, 2017, we had investment securities with fair values aggregating $189.6 million that had been in a continuous loss position more than twelve months. Gross unrealized losses on these securities of $3.2 million as of September 30, 2017 were attributable to changes in interest rates. No impairment losses were recorded during the three and nine months ended September 30, 2017 or 2016.
    

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Cash and Cash Equivalents. Cash and cash equivalents increased $100.8 million, or 12.9%, to $882.8 million as of September 30, 2017, from $782.0 million as of December 31, 2016. During the first nine months of 2017, cash and cash equivalents increased as a result of the acquisition of BOTC, which were partially offset by loan growth funded through available funds.

Goodwill and Other Intangible Assets. Goodwill increased $232.2 million, from $212.8 million as of December 31, 2016, to $445.0 million as of September 30, 2017. Core deposit intangibles, net of accumulated amortization, increased $41.3 million from $9.6 million as of December 31, 2016, to $51.0 million as of September 30, 2017. These increases are attributable to provisional goodwill and core deposit intangibles recorded in conjunction with the acquisition of BOTC.

Other Assets. Other assets increased $68.2 million, or 83.4%, to $149.9 million as of September 30, 2017, from $81.7 million as of December 31, 2016. The increase was primarily due to the acquisition of BOTC. For additional information regarding the acquisition, see "Recent Developments" included herein.

Deferred Tax Asset / Liability. Our net deferred tax asset increased to $5.3 million as of September 30, 2017, from a net deferred tax liability of $6.8 million as of December 31, 2016, primarily as a result of increases in net deferred tax assets resulting from the acquisition of BOTC, partially offset by decreases in unrealized losses on available-for-sale investment securities.

Deposits. Our deposits consist of non-interest bearing and interest bearing demand, savings, individual retirement and time deposit accounts. Total deposits increased $2.6 billion, or 34.7%, to $9.9 billion as of September 30, 2017, from $7.4 billion as of December 31, 2016, as a result of deposits acquired in the acquisition of BOTC. The following table summarizes our deposits as of the dates indicated:
Deposits
 
 
 
 
 
 
 
(Dollars in thousands)
September 30,
2017
 
Percent
of Total
 
December 31,
2016
 
Percent
of Total
Non-interest bearing demand
$
2,965,332

 
29.9
%
 
$
1,906,257

 
25.8
%
Interest bearing:
 
 
 
 
 
 
 
Demand
2,693,266

 
27.1

 
2,276,494

 
30.9

Savings
3,092,697

 
31.1

 
2,141,761

 
29.0

Time, $100 and over
452,853

 
4.6

 
461,368

 
6.3

Time, other (1)
729,320

 
7.3

 
590,230

 
8.0

Total interest bearing
6,968,136

 
70.1

 
5,469,853

 
74.2

Total deposits
$
9,933,468

 
100.0
%
 
$
7,376,110

 
100.0
%
    
(1)
Included in Time, other are Certificate of Deposit Account Registry Service, or CDAR, deposits of $89.0 million as of September 30, 2017 and $25.7 million as of December 31, 2016.

Other Borrowings and Long-term Debt. Other borrowings increased to $30.0 million as of September 30, 2017, as compared to $6 thousand as of December 31, 2016. Long-term debt decreased to $8.0 million as of September 30, 2017, as compared to $28.0 million as of December 31, 2016. The fluctuation in both balances relates to the reclassification of $20.0 million of subordinated debt, as the maturity of the debt is now under one year.

    
Capital Resources and Liquidity Management
    
Stockholders’ equity is influenced primarily by earnings, dividends, sales and redemptions of common stock and changes in the unrealized holding gains or losses, net of taxes, on available-for-sale investment securities. Stockholders’ equity increased $436.8 million, or 44.5%, to $1.4 billion as of September 30, 2017, from $982.6 million as of December 31, 2016, due to the retention of earnings, increases in unrealized holding gains on available-for-sale investment securities, net of taxes, proceeds from stock option exercises, and the issuance of additional shares of Class A common stock with an aggregate value of $386.0 million as partial consideration for the acquisition of BOTC.
    
On October 16, 2017, the Company's board of directors declared a quarterly dividend of $0.24 per common share, payable on November 13, 2017, to owners of record as of October 31, 2017. The dividend equates to a 2.63% annual yield based on the $36.23 average closing price of the Company's common stock during the third quarter of 2017.         
On July 2, 2013, the Board of Governors of the Federal Reserve Bank issued a final rule implementing a revised regulatory capital framework for U.S. banks in accordance with the Basel III international accord ("Basel III"). Under Basel III, certain

60


deductions and adjustments to regulatory capital began phasing in starting January 1, 2015 and will be fully implemented on January 1, 2018. The capital conservation buffer, which began to phase in on January 1, 2016, will be fully implemented on January 1, 2019. As of September 30, 2017 and December 31, 2016, we had capital levels that, in all cases, exceeded the well-capitalized guidelines. For additional information regarding our capital levels, see "Note 10 – Regulatory Capital” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

 
Actual
 
Regulatory minimum to be "well capitalized" (1)
 
Amount
 Ratio
 
Amount
 Ratio
September 30, 2017
 
 
 
 
 
Total risk-based capital:
 
 
 
 
 
   Consolidated
$
1,100,588

12.76
%
 
$
862,253

10.00
%
   FIB
1,097,287

12.78

 
858,350

10.00

Tier 1 risk-based capital:
 
 
 
 
 
   Consolidated
1,026,016

11.90

 
689,802

8.00

   FIB
1,022,715

11.91

 
686,680

8.00

Common equity tier 1 risk-based capital:
 
 
 
 
 
   Consolidated
949,821

11.02

 
560,464

6.50

   FIB
1,022,715

11.91

 
557,928

6.50

Leverage capital ratio:
 
 
 
 
 
   Consolidated
1,026,016

8.71

 
589,026

5.00

   FIB
1,022,715

8.72

 
586,384

5.00


 
Actual
 
Regulatory minimum to be "well capitalized" (1)
 
Amount
 Ratio
 
Amount
 Ratio
December 31, 2016
 
 
 
 
 
Total risk-based capital:
 
 
 
 
 
   Consolidated
$
974,488

15.13
%
 
$
643,876

10.00
%
   FIB
841,967

13.13

 
641,320

10.00

Tier 1 risk-based capital:
 
 
 
 
 
   Consolidated
894,273

13.89

 
$
515,101

8.00

   FIB
765,753

11.94

 
513,056

8.00

Common equity tier 1 risk-based capital:
 
 
 
 
 
   Consolidated
814,273

12.65

 
$
418,519

6.50

   FIB
765,753

11.94

 
416,858

6.50

Leverage capital ratio:
 
 
 
 
 
   Consolidated
894,273

10.11

 
$
442,297

5.00

   FIB
765,753

8.69

 
440,353

5.00

(1) The ratios for the well capitalized requirement are only applicable to FIB. However, the Company manages its capital position as if the requirement applies to the consolidated entity and has presented the ratios as if they also applied on a consolidated basis.

    
Liquidity. Liquidity measures our ability to meet current and future cash flow needs on a timely basis and at a reasonable cost. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders. Our liquidity position is supported by management of liquid assets and liabilities and access to alternative sources of funds. Liquid assets include cash, interest bearing deposits in banks, federal funds sold, available-for-sale investment securities and maturing or prepaying balances in our held-to-maturity investment and loan portfolios. Liquid liabilities include core deposits, federal funds purchased, securities sold under repurchase agreements and borrowings. Other sources of liquidity include the sale of loans, the ability to acquire additional

61


national market funds through non-core deposits, the issuance of additional collateralized borrowings such as FHLB advances, the issuance of debt securities, additional borrowings through the Federal Reserve’s discount window and the issuance of preferred or common securities.
    
Our short-term and long-term liquidity requirements are primarily to fund on-going operations, including payment of interest on deposits and debt, extensions of credit to borrowers, capital expenditures and shareholder dividends. These liquidity requirements are met primarily through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, debt financing and increases in customer deposits. For additional information regarding our operating, investing and financing cash flows, see the unaudited “Consolidated Statements of Cash Flows,” included in Part I, Item 1.
    
As a holding company, we are a corporation separate and apart from our subsidiary Bank and, therefore, we provide for our own liquidity. Our main sources of funding include management fees and dividends declared and paid by our subsidiary and access to capital markets. There are statutory, regulatory and debt covenant limitations that affect the ability of our Bank to pay dividends to us. Management believes that such limitations will not impact our ability to meet our ongoing short-term cash obligations.
    
Management continuously monitors our liquidity position and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Our management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, our management is not aware of any regulatory recommendations regarding liquidity, which if implemented, would have a material adverse effect on us.
    
Recent Accounting Pronouncements
        
See “Note 16 – Recent Authoritative Accounting Guidance” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report for details of recently issued accounting pronouncements and their expected impact on our financial statements.    
    
Item 3.
        
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
    
As of September 30, 2017, there have been no material changes in the quantitative and qualitative information about market risk provided pursuant to Item 305 of Regulation S-K as presented in our Annual Report on Form 10-K for the year ended December 31, 2016.
    
Item 4.
            
CONTROLS AND PROCEDURES
        
Disclosure Controls and Procedures
    
Our management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As of September 30, 2017, an evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 2017 were effective in ensuring that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods required by the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
    
Changes in Internal Control Over Financial Reporting
    
There were no changes in our internal control over financial reporting for the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, such control.
    
Limitations on Controls and Procedures
    

62


The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, any system of disclosure controls and procedures or internal control over financial reporting may not be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.    
    
PART II.
        
OTHER INFORMATION


Item 1.
Legal Proceedings
There have been no material changes in legal proceedings as described in our Annual Report on Form 10-K for the year ended December 31, 2016.
    
Item 1A.
Risk Factors
There have been no material changes in risk factors described in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
(a) There were no unregistered sales of equity securities during the three months ended September 30, 2017.
(b) Not applicable.

(c) The following table provides information with respect to purchases made by or on behalf of us or any "affiliated purchasers" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the three months ended September 30, 2017
 
 
 
 
 
 
Total Number of
 
Maximum Number
 
 
 
 
 
 
Shares Purchased
 
of Shares That
 
 
Total Number
 
Average
 
as Part of Publicly
 
May Yet Be
 
 
of Shares
 
Price Paid
 
Announced Plans
 
Purchased Under the
Period
 
Purchased (1)
 
Per Share
 
or Programs
 
Plans or Programs
July 2017
 

 
$

 

 
24,123

August 2017
 

 

 

 
24,123

September 2017
 
1,273

 
36.81

 

 
24,123

Total
 
1,273

 
$
36.81

 

 
24,123

(1)
Stock repurchases were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants of the Company's 2006 Equity Compensation Plan.


Item 3.
Defaults upon Senior Securities
None.


Item 4.
Mine Safety Disclosures
Not applicable.

Item 5.
Other Information
None.
    

63


Item 6.    Exhibits
Exhibit Number
 
Description
 
 
 
 
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
 
 
 
 
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
 
 
 
32**
 
18 U.S.C. Section 1350 Certifications.
 
 
 
 101*
 
Interactive data file

                
* Filed herewith.
** Furnished herewith.



64


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
FIRST INTERSTATE BANCSYSTEM, INC.
 
 
 
 
 
 
Date:
November 8, 2017
 
 
By:
/S/  KEVIN P. RILEY        
 
 
 
 
 
Kevin P. Riley
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
Date:
November 8, 2017
 
 
By:
/S/  MARCY D. MUTCH
 
 
 
 
 
Marcy D. Mutch
 
 
 
 
 
Executive Vice President and Chief Financial Officer

65



Exhibit Index
Exhibit Number
 
Description
 
 
 
 
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
 
 
 
 
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
 
 
 
32**
 
18 U.S.C. Section 1350 Certifications.
 
 
 
 101*
 
Interactive data file

                
* Filed herewith.
** Furnished herewith.


66