FIRST INTERSTATE BANCSYSTEM INC
10-Q, 2000-05-12
STATE COMMERCIAL BANKS
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<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

               For the transaction period from _______ to _______


                         COMMISSION FILE NUMBER 333-3250
                                               ---------


                        FIRST INTERSTATE BANCSYSTEM, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

                  Montana                                      81-0331430
     --------------------------------                       --------------------
     (State or other jurisdiction of                         (IRS Employer
      incorporation or organization)                       Identification No.)

          PO Box 30918, 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 X  No
                                     ---   ---
The Registrant had 7,947,846 shares of common stock outstanding on March 31,
2000.


                                       1

<PAGE>   2

               FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

                          Quarterly Report on Form 10-Q


<TABLE>
<CAPTION>

                                   Index                                                                     Page
                                   -----                                                                     ----

PART I.     FINANCIAL INFORMATION

<S>                                                                                                          <C>
            Item 1 -  Financial Statements

                      Consolidated Balance Sheets
                      March 31, 2000 and December 31, 1999 (unaudited)                                          3

                      Consolidated Statements of Income
                      Three months ended March 31, 2000 and 1999 (unaudited)                                    4

                      Consolidated Statements of Comprehensive Income
                      Three months ended March 31, 2000 and 1999 (unaudited)                                    5

                      Consolidated Statements of Cash Flows
                      Three months ended March 31, 2000 and 1999 (unaudited)                                    6

                      Notes to Unaudited Consolidated Financial Statements                                      7

            Item 2 -  Management's Discussion and Analysis of Financial Condition
                      And Results of Operations                                                                 9

            Item 3 -  Quantitative and Qualitative Disclosures about Market Risk                               12


PART II.    OTHER INFORMATION

            Item 1 -   Legal Proceedings                                                                       13

            Item 2 -  Changes in Securities                                                                    13

            Item 3 -  Defaults on Senior Securities                                                            13

            Item 4 -  Submission of Matters to a Vote of Security Holders                                      13

            Item 5 -  Other Information                                                                        13

            Item 6 -  Exhibits and Reports on Form 8-K                                                         13


SIGNATURES                                                                                                     14


</TABLE>


                                       2

<PAGE>   3

               FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>


                              Assets
                              ------                                                March 31,          December 31,
                                                                                      2000                 1999
                                                                                   -----------         ------------

<S>                                                                              <C>                   <C>
Cash and due from banks                                                          $     151,477              146,943
Federal funds sold                                                                       9,135               10,415
Interest bearing deposits in banks                                                       4,302                4,948
Investment securities:
     Available-for-sale                                                                347,537              344,053
     Held-to-maturity                                                                  241,198              246,456
                                                                                  ------------         ------------
        Total investment securities                                                    588,735              590,509

Loans                                                                                1,788,928            1,722,961
Less allowance for loan losses                                                          30,297               29,599
                                                                                  ------------         ------------
     Net loans                                                                       1,758,631            1,693,362

Premises and equipment, net                                                             75,250               74,106
Accrued interest receivable                                                             24,983               24,506
Goodwill and core deposit intangible, net of accumulated
     amortization of $14,478 at March 31, 2000 and $13,714
     at December 31, 1999                                                               31,610               32,374
Other real estate owned, net                                                             1,384                1,445
Deferred tax asset                                                                      10,549                9,674
Other assets                                                                            21,655               21,984
                                                                                  ------------         ------------
                                                                                 $   2,677,711            2,610,266
                                                                                  ============         ============

               Liabilities and Stockholders' Equity

Deposits:
     Non-interest bearing                                                        $     399,078              398,391
     Interest bearing                                                                1,742,932            1,719,792
                                                                                  ------------         ------------
          Total deposits                                                             2,142,010            2,118,183

Federal funds purchased                                                                 33,755                  900
Securities sold under repurchase agreements                                            194,289              188,024
Accrued interest payable                                                                14,060               13,331
Accounts payable and accrued expenses                                                    9,275                7,723
Other borrowed funds                                                                    42,618               41,875
Long-term debt                                                                          23,237               23,394
                                                                                  ------------         ------------
        Total liabilities                                                            2,459,244            2,393,430

Mandatorily redeemable preferred securities of subsidiary trust                         40,000               40,000

Stockholders' equity:
Nonvoting noncumulative preferred stock without par value; authorized 100,000
     shares; no shares issued or outstanding as of
     March 31, 2000 or December 31, 1999                                                  --                  --
Common stock without par value; authorized 20,000,000 shares;
     issued and outstanding 7,947,846 shares as of March 31, 2000
     and 7,993,250 shares as of  December 31, 1999                                       8,759               10,788
Retained earnings                                                                      177,021              172,078
Accumulated other comprehensive loss, net                                               (7,313)              (6,030)
                                                                                  ------------         ------------
        Total stockholders' equity                                                     178,467              176,836
                                                                                  ------------         ------------
                                                                                 $   2,677,711            2,610,266
                                                                                  ============         ============

        Book value per common share                                              $       22.45                22.12
                                                                                  ============         ============

</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       3

<PAGE>   4


               FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                          For the three months
                                                                                             ended March 31,
                                                                                         ----------------------
                                                                                          2000            1999
                                                                                          ----            ----
<S>                                                                                <C>               <C>
Interest income:
     Interest and fees on loans                                                    $     40,598           34,623
     Interest and dividends on investment securities:
          Taxable                                                                         7,929            8,771
          Exempt from Federal taxes                                                         883              795
     Interest on deposits in banks                                                           22               58
     Interest on Federal funds sold                                                         176              292
                                                                                    -----------      -----------
          Total interest income                                                          49,608           44,539
                                                                                    -----------      -----------
Interest expense:
     Interest on deposits                                                                18,024           16,579
     Interest on Federal funds purchased                                                    451               16
     Interest on securities sold under repurchase agreements                              2,350            1,468
     Interest on other borrowed funds                                                       362               83
     Interest on long-term debt                                                             507              502
     Interest on mandatorily redeemable preferred securities of subsidiary trust            882              882
                                                                                    -----------      -----------
          Total interest expense                                                         22,576           19,530
                                                                                    -----------      -----------
          Net interest income                                                            27,032           25,009
     Provision for loan losses                                                            1,245              786
                                                                                    -----------      -----------
          Net interest income after provision for loan losses                            25,787           24,223
Non-interest income:
     Income from fiduciary activities                                                     1,184            1,104
     Service charges on deposit accounts                                                  2,861            2,562
     Data services                                                                        2,117            1,631
     Other service charges, commissions and fees                                          1,865            1,559
     Other real estate income, net                                                           60              380
     Other income                                                                           851              430
                                                                                    -----------      -----------
          Total non-interest income                                                       8,938            7,666
                                                                                    -----------      -----------
Non-interest expense:
     Salaries, wages and employee benefits                                               12,649           10,890
     Occupancy, net                                                                       1,934            1,738
     Furniture and equipment                                                              2,645            2,261
     FDIC insurance                                                                         108               58
     Goodwill and core deposit intangible amortization                                      764              592
     Other expenses                                                                       5,712            5,077
                                                                                    -----------      -----------
          Total non-interest expense                                                     23,812           20,616
                                                                                    -----------      -----------

Income before income taxes                                                               10,913           11,273
Income tax expense                                                                        3,896            4,060
                                                                                    -----------      -----------

          Net income                                                               $      7,017            7,213
                                                                                    ===========      ===========

Basic earnings per common share                                                    $       0.88             0.90
                                                                                    ===========      ===========
Diluted earnings per common share                                                  $       0.87             0.89
                                                                                    ===========      ===========
Dividends per common share                                                         $       0.26             0.24
                                                                                    ===========      ===========

</TABLE>



See accompanying notes to unaudited consolidated financial statements.


                                       4


<PAGE>   5

               FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                      For the three months
                                                                                         ended March 31,
                                                                                 -----------------------------
                                                                                       2000             1999
                                                                                       ----             ----

<S>                                                                               <C>             <C>
Net income                                                                        $     7,017          7,213
Other comprehensive income, net of tax:
     Unrealized gains (losses) on investment securities:
              Realized and unrealized holding losses arising during period             (2,103)        (3,020)
                                                                                  ------------    -----------
Other comprehensive loss, before tax                                                   (2,103)        (3,020)

Income tax benefit related to items of other comprehensive income                         820          1,178
                                                                                  ------------    -----------

Other comprehensive loss, after tax                                                    (1,283)        (1,842)
                                                                                  ------------    -----------

Comprehensive income                                                              $     5,734          5,371
                                                                                  ===========     ===========

</TABLE>



See accompanying notes to unaudited consolidated financial statements.










                                       5


<PAGE>   6


               FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                               2000               1999
                                                                                           -----------         -----------
<S>                                                                                       <C>                  <C>
Cash flows from operating activities:
   Net income                                                                             $      7,017         $     7,213
   Adjustments to reconcile net income to net cash provided by operating activities:
         Provision for loan losses                                                               1,245                 786
         Depreciation and amortization                                                           2,902               2,292
         Net premium amortization (discount accretion) on investment securities                    199                 (22)
         Gain on sales of other real estate owned                                                  (62)               (403)
         Gain on sales of property and equipment                                                    (1)                (25)
         Provision for deferred income taxes                                                      (100)                634
         Increase in interest receivable                                                          (477)               (723)
         Decrease (increase) in other assets                                                       305                (472)
         Increase (decrease) in accrued interest payable                                           729              (1,013)
         Increase in accounts payable and accrued expenses                                       1,552                 712
                                                                                           -----------          ----------
             Net cash provided by operating activities                                          13,309               8,979
                                                                                           -----------          ----------
Cash flows from investing activities:
     Purchases of investment securities:
             Held-to-maturity                                                                   (1,050)            (25,574)
             Available-for-sale                                                                (11,953)            (32,582)
     Proceeds from maturities and paydowns of investment securities:
             Held-to-maturity                                                                    6,163              64,225
             Available-for-sale                                                                  6,357              19,518
     Extensions of credit to customers, net of repayments                                      (67,264)            (29,761)
     Recoveries of loans charged-off                                                               750                 824
     Proceeds from sales of other real estate                                                      123               1,103
     Capital expenditures, net                                                                  (3,281)             (2,762)
                                                                                          ------------         -----------
             Net cash used in investing activities                                             (70,155)             (5,009)
                                                                                          ------------         -----------
     Cash flows from financing activities:
          Net increase (decrease)  in deposits                                                  23,827             (28,226)
          Net increase (decrease) in Federal funds and repurchase agreements                    39,120             (28,282)
          Net increase (decrease) in other borrowed funds                                          743              (2,822)
          Repayments of long-term borrowings                                                      (157)               (450)
          Net decrease in debt issuance costs                                                       24                  24
          Proceeds from issuance of common stock                                                   462                 178
          Payments to retire common stock                                                       (2,491)             (1,218)
          Dividends paid on common stock                                                        (2,074)             (1,917)
                                                                                          ------------         -----------
             Net cash provided by (used in) financing activities                                59,454             (62,713)
                                                                                          ------------         -----------
             Net increase (decrease) in cash and cash equivalents                                2,608             (58,743)
     Cash and cash equivalents at beginning of period                                          162,306             204,019
                                                                                          ------------         -----------
     Cash and cash equivalents at end of period                                                164,914             145,276
                                                                                          ============         ===========

     Supplemental disclosure of cash flow information:
          Cash paid during the period for interest                                              21,847              20,543
          Cash paid during the period for taxes                                                  3,730               3,995

</TABLE>

Noncash investing and financing activities - The Company transferred loans of $0
and $255 to other real estate owned during the three month periods ended March
31, 2000 and 1999, respectively.


     See accompanying notes to unaudited consolidated financial statements.


                                       6

<PAGE>   7

               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 contain all adjustments (all of which are of a normal
     recurring nature) necessary to present fairly the financial position at
     March 31, 2000 and December 31, 1999, and the results of operations and
     cash flows for each of the periods ended March 31, 2000 and 1999 in
     conformity with generally accepted accounting principles. The balance sheet
     information at December 31, 1999 is derived from audited consolidated
     financial statements, however, certain reclassifications have been made to
     conform to the March 31, 2000 presentation.

     In June 1998, the Financial Standards Accounting Board ("FASB") issued
     Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting
     for Derivative Instruments and Hedging Activities." This statement
     establishes accounting and reporting standards for derivative instruments,
     including certain derivative instruments embedded in other contracts, and
     for hedging activities. In June 1999, FASB issued SFAS No. 137, "Accounting
     for Derivative Instruments and Hedging Activities Deferral of Effective
     Date of SFAS No. 133 - an amendment of FASB Statement No. 133," deferring
     the effective date of SFAS No. 133 to all fiscal quarters or fiscal years
     beginning after June 15, 2000. Management expects that adoption will not
     have a material effect on the consolidated financial statements, results of
     operations or liquidity of the Company. As of March 31, 2000, the Company
     was not engaged in hedging activities nor did it hold any free-standing
     derivative instruments.

(2)  Computation of Earnings per Share

     Basic earnings per common share (EPS) is calculated by dividing net income
     by the weighted average number of common shares outstanding during the
     period presented. Diluted earnings per common share is calculated by
     dividing net income by the weighted average number of common shares and
     potential common shares outstanding during the period. The following table
     shows weighted average common shares and weighted average potential common
     shares for the three month periods ended March 31, 2000 and 1999.

<TABLE>
<CAPTION>

                                                                            Three months ended
                                                                         3/31/00            3/31/99
                                                                         -------            -------

<S>                                                                      <C>               <C>
Weighted average common shares                                           7,960,660         7,982,673
Weighted average potential common shares                                   131,881           134,962

</TABLE>

(3)  Cash Dividends

     On April 15, 2000, the Company declared and paid a cash dividend on first
     quarter earnings of $0.27 per share to stockholders of record on that date.
     It has been the Company's practice to pay quarterly dividends based upon
     earnings. The April 2000 dividend represents 30% of the Company's net
     income for the quarter ended March 31, 2000.

(4)  Commitments and Contingencies

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


                                       7

<PAGE>   8

               FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)



The Company owns a 50% ownership interest in an aircraft and is jointly and
severally liable for aircraft indebtedness of $1.5 million as of March 31, 2000.
The indebtedness is funded by a banking subsidiary of the Company.

The Company is an anchor tenant in a building owned by a joint venture
partnership in which the Company owns a 50% partnership interest. The Company is
jointly and severally liable for joint venture partnership indebtedness of $9.3
million as of March 31, 2000.

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. These instruments involve, in varying degrees, elements of
credit and interest rate risk in excess of amounts recorded in the consolidated
balance sheet.

Standby letters of credit and financial guarantees written are conditional
commitments issued by the Company to guarantee the performance of a customer to
a third party. Most commitments extend for no more than two years. The credit
risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. The Company holds various
collateral supporting those commitments for which collateral is deemed
necessary.

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.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Company upon extension of credit, is based on
management's credit evaluation of the customer. Collateral held varies but may
include accounts receivable, inventory, property, plant and equipment, and
income-producing commercial properties.


                                       8

<PAGE>   9


                                     ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     The following discussion focuses on significant factors affecting the
financial condition and results of operations of First Interstate BancSystem,
Inc. and subsidiaries ("the Company") during the three month period ended March
31, 2000, with comparisons to 1999 as applicable. All earnings per share figures
are presented on a diluted basis.

FORWARD LOOKING STATEMENTS
     Certain statements contained in this review are " forward looking
statements" that involve risk and uncertainties. The Company wishes to caution
readers that the following factors, among others, may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include general economic and business
conditions in those areas in which the Company operates, credit quality,
demographic changes, competition, fluctuations in interest rates, changes in
business strategy or development plans and changes in governmental regulations.

ASSET LIABILITY MANAGEMENT
     Interest Rate Sensitivity. The primary objective of the Company's asset
liability management process is to optimize net interest income while prudently
managing balance sheet risks by understanding the levels of risk accompanying
its decisions and monitoring and managing these risks. The ability to optimize
net interest margin is largely dependent on the achievement of an interest rate
spread that can be managed during fluctuations of interest rates. Interest
sensitivity is a measure of the extent to which net interest income will be
affected by market interest rates over a period of time. Management monitors the
sensitivity of net interest margin by utilizing income simulation models and
traditional gap analysis.

     Liquidity. The objective of liquidity management is to maintain the
Company's ability to meet the day-to-day cash flow requirements of its customers
who either wish to withdraw funds or require funds to meet their credit needs.
The Company manages its liquidity position to meet the needs of its customers,
while maintaining an appropriate balance between assets and liabilities to meet
the return on investment objectives of its stockholders. The Company monitors
the sources and uses of funds on a daily basis to maintain an acceptable
liquidity position, principally through deposit receipts and check payments;
loan originations, extensions, and repayments; and management of investment
securities.

     The Company's current liquidity position is also supported by the
management of its investment portfolio, which provides a structured flow of
maturing and reinvestable funds that could be converted to cash, should the need
arise. Maturing balances in the Company's loan portfolio also provide options
for cash flow management. The ability to redeploy these funds is an important
source of immediate to long-term liquidity. Additional sources of liquidity
include customer deposits, Federal funds lines, borrowings and access to capital
markets.

     Capital Adequacy. The objective of capital adequacy is to provide adequate
capitalization to assure depositor, investor and regulatory confidence. The
intent is to provide sufficient capital funds to support growth and to absorb
fluctuations in income so that operations can continue in periods of uncertainty
while at the same time ensuring investable funds are available to foster
expansion.

OVERVIEW
     The Company reported net income of $7.0 million, or $0.87 per share for the
three months ended March 31, 2000, as compared to $7.2 million, or $0.89 per
share recorded in the same period in 1999. Decreases in earnings for the first
quarter of 2000 as compared to the same period last year are largely due to
reduced residential real estate origination fees resulting from decreased demand
for loan refinancing as


                                       9

<PAGE>   10


interest rates rise, a one-time gain on other real estate recorded during the
first quarter of 1999 and higher provisions for loan losses in 2000.
Additionally, the Company has opened or acquired eight new branches since March
1999. These new branches reduce short-term profitability.

EARNING ASSETS
     Earning assets of $2,391 million at March 31, 2000 increased $62 million,
or 2.7%, from $2,329 million at December 31, 1999 primarily due to internally
generated growth in loans.

     Loans. Total loans increased $66 million, or 3.8%, to $1,789 million as of
March 31, 2000 from $1,723 million as of December 31, 1999. All categories of
loans increased from December 31, 1999 with the most significant growth
occurring in commercial lending. Approximately 35% of loan growth is due to two
commercial loans advanced during the first quarter of 2000. Management
attributes the remaining growth in part to expansion of its market presence
through a combination of successful marketing activities, new branch openings
and generally strong loan demand in the Company's marketing areas.

     Income from Earning Assets. Interest income increased $5.1 million, or
11.5%, to $49.6 million for the three months ended March 31, 2000 from $44.5
million for the same period in 1999. Increases in interest income generated by
increases in prime rate and strong loan demand more than offset decreases in
loan fee income, primarily residential real estate origination fees. On a fully
taxable equivalent basis, average earning assets for the three month period
ended March 31, 2000 of $2,350 million yielded 8.60% while average earning
assets of $2,179 million for the three months ended March 31, 1999 yielded
8.38%. New branches opened or acquired since March 1999 contributed $1.3 million
of interest income during the first quarter 2000 on average earning assets of
$61 million.

FUNDING SOURCES
     The Company utilizes traditional funding sources to support its earning
asset portfolio including deposits, borrowings, Federal funds purchased and
repurchase agreements.

     Deposits. Total deposits increased $24 million, or 1.1%, to $2,142 million
as of March 31, 2000 from $2,118 million as of December 31, 1999. Seasonal
decreases in total deposits that historically occur during the first quarter of
the year were offset in 2000 by internal growth. Increases in deposits were used
primarily to fund loan growth.

     Other Funding Sources. In addition to deposits, the Company also uses
short-term borrowings from the Federal Home Loan Bank of Seattle, repurchase
agreements with commercial depositors, long-term borrowings and, on a seasonal
basis, Federal funds purchased. Other funding sources increased $40 million, or
15.7%, to $294 million as of March 31, 2000 from $254 million as of December 31,
1999 primarily due to increases in Federal funds purchased. Increases in other
funding sources were used to fund loan growth.

     Cost of Funding Sources. Interest expense for the three months ended March
31, 2000 of $22.6 million increased $3.1 million, or 15.9%, from $19.5 million
for the same period in 1999 due to increases in the volume of interest-bearing
liabilities combined with increases in interest rates since March 31, 1999.
Average interest-bearing liabilities and trust preferred securities of $2,042
million during the three months ended March 31, 2000 yielded 4.45% while average
interest-bearing liabilities and trust preferred securities of $1,861 million
during the three months ended March 31, 1999 yielded 4.26%. New branches opened
or acquired since March 1999 recorded interest expense of $617,000 on average
interest-bearing liabilities of $56 million.

NET INTEREST INCOME
     The most significant impact on the Company's 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. Net
interest income on a fully-taxable equivalent ("FTE") basis of $27.7 million for
the quarter ended March 31, 2000 increased $2.2 million, or 8.6%, from $25.5
million for the same period in the


                                       10

<PAGE>   11


prior year. A higher mix of loans in earning assets has kept the net interest
margin ratio stable at 4.74% for the three months ended March 31, 2000 as
compared to 4.75% for the same period in 1999.

PROVISION FOR LOAN LOSS
     Provision for Loan Losses. The provision for loan losses creates an
allowance for future loan losses. The loan loss provision is dependent on many
factors, including loan growth, net charge-offs, changes in the composition of
the loan portfolio, delinquencies, management's assessment of the quality of the
loan portfolio, the value of underlying collateral on problem loans and general
economic conditions in the Company's markets. The Company performs a quarterly
assessment of risks inherent in its loan portfolio, as well as a detailed review
of each asset determined to have identified weaknesses. Based on this analysis,
which includes reviewing historical loss trends, current economic conditions,
industry concentrations and specific reviews of assets classified with
identified weaknesses, the Company makes provision for potential loan losses.
The provision for loan losses increased $459,000, or 58.4%, to $1.2 million for
the three months ended March 31, 2000 from $786,000 for the same period in the
prior year primarily due to loan growth combined with increases in
non-performing loans.

     Non-Performing Loans. Non-performing loans include loans past due 90 days
or more and still accruing interest, non-accrual loans and restructured loans.
Non-performing loans increased $13.4 million, or 69.1%, to $32.8 million as of
March 31, 2000 as compared to $19.4 million as of March 31, 1999 primarily due
to one commercial loan of $10 million placed on non-accrual during the fourth
quarter of 1999 and slight deterioration in the agricultural market sector in
1999. At March 31, 2000, the ratio of non-performing loans to total loans is
1.84%. Non-performing loans as of December 31, 1999 totaled $31.2 million, or
1.81% of total loans.

NON-INTEREST INCOME
     The Company's principal sources of non-interest income include service
charges on deposit accounts, data services revenues, income from fiduciary
activities, comprised principally of fees earned on trust assets, and other
service charges, commissions and fees. Non-interest income increased $1.2
million, or 15.6%, to $8.9 million for the three months ended March 31, 2000
from $7.7 million for the same period in 1999 with all four of the principal
categories showing increases from prior year. Significant fluctuations are
discussed below:

     Data Services Revenues. Data services revenues increased $486,000, or
30.4%, to $2.1 million for the quarter ended March 31, 2000 from $1.6 million
for the same period in 1999. Approximately 30% of this increase is related to
one new core processing customer added during the fourth quarter of 1999. The
remaining increase is primarily due to a greater number of ATMs supported in the
Company's network and a corresponding increase in transaction volumes.

     Other Service Charges, Commissions and Fees. Other service charges,
commissions and fees increased $306,000, or 19.1%, to $1.9 million for the
quarter ended March 31, 2000 as compared to $1.6 million for the same period in
the prior year. Approximately 33% of this increase is related to loan servicing
income on a loan portfolio purchased in late January 1999. The remaining
increase is primarily attributable to higher debit card and foreign ATM
transaction volumes, increases in ATM fees on foreign transactions and increases
in number of correspondent banks using the Company's back-room processing
services.

     Other Real Estate Income. Net other real estate (OREO) income decreased
$320,000 to $60,000 for the three months ended March 31, 2000 as compared to
$380,000 during the same period in 1999. Variations in net OREO income during
the periods resulted principally from fluctuations in gains and losses on sales
of OREO.

     Other Income. Other income, primarily brokerage fees, check printing income
and foreign exchange fees, increased $421,000 to $851,000 for the three months
ended March 31, 2000 from $430,000 for the same period in the prior year.
Approximately 50% of this increase occurred in brokerage fees as the Company



                                       11

<PAGE>   12


continued to expand the range and scope of brokerage services offered. The
remaining increase is primarily attributable to increases in foreign exchange
fees.

OTHER OPERATING EXPENSE
     Other operating expenses increased $3.2 million, or 15.5%, to $23.8 million
for the quarter ended March 31, 2000 from $20.6 million for the same period in
1999. Significant components of this increase are discussed below:

     Salaries, Wages and Employee Benefits Expenses. Salaries, wages and
employee benefits expenses increased $1.7 million, or 15.6%, to $12.6 million
for the three months ended March 31, 2000 as compared to $10.9 million for the
same period in the prior year. Approximately 30% of this increase is directly
attributable to new branches opened or acquired since March 1999. The remaining
increase is primarily due to inflationary wage increases and increases in
staffing levels resulting from expansion of brokerage services and growth in the
data services division.

     Occupancy. Occupancy expense increased $196,000, or 11.5%, to $1.9 million
for the three months ended March 31, 2000 compared to $1.7 million for the same
period in 1999. Approximately 62% of this increase is directly attributable to
new branches opened or acquired since March 1999. The remaining increase is
primarily due to increased depreciation associated with the remodel of existing
facilities.

     Furniture and Equipment. Furniture and equipment expenses increased
$384,000, or 17.0% to $2.6 million for the three months ended March 31, 2000
from $2.3 million for the same period in 1999. Approximately 20% of this
increase is directly attributable to the new branches opened or acquired since
March 1999. The remaining increase is largely due to depreciation expense
associated with the Company's continuing investment in technology and other
costs of upgrading computer hardware and software, principally associated with
introducing check-imaging technology.

     Other Expenses. Other expenses increased $636,000, or 12.5%, to $5.7
million for the quarter ended March 31, 2000 from $5.1 million for the same
period in 1999. Approximately 71% of this increase is directly attributable to
the eight new branches opened or acquired since March 1999. The remaining
increase is primarily inflationary in nature.


                                     ITEM 3.

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

As of March 31, 2000, 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 the Company's December 31, 1999 Form 10-K.


                                       12

<PAGE>   13

                                    PART II.

                                OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS
                           There have been no material changes in legal
                           proceedings from December 31, 1999.


ITEM 2.           CHANGES IN SECURITIES
                           None.


ITEM 3.           DEFAULTS UPON SENIOR INDEBTEDNESS
                           None.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                           None.


ITEM 5.           OTHER INFORMATION
                           Not applicable or required.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  (a)      Exhibits
                           27. Financial Data Schedule.

                  (b)      No reports were filed on Form 8-K during the quarter
                           ended March 31, 2000.


                                       13


<PAGE>   14

                                   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   May 12, 2000                        /s/ THOMAS W. SCOTT
     ------------------------              -----------------------------
                                           Thomas W. Scott
                                           President and Chief Executive Officer






Date   May 12, 2000                        /s/ TERRILL R. MOORE
     ------------------------              -----------------------------------
                                            Terrill R. Moore
                                            Senior Vice President and
                                            Chief Financial Officer











                                       14



<TABLE> <S> <C>


<ARTICLE> 9
<LEGEND>
This Schedule contains summary financial information extracted from the
Consolidated Balance Sheets and consolidated statements of income found on pages
3 and 4 of the Company's Form 10-Q for the year-to-date and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<EXCHANGE-RATE>                                      1
<CASH>                                         151,477
<INT-BEARING-DEPOSITS>                           4,302
<FED-FUNDS-SOLD>                                 9,135
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    347,537
<INVESTMENTS-CARRYING>                         241,198
<INVESTMENTS-MARKET>                           233,866
<LOANS>                                      1,788,928
<ALLOWANCE>                                     30,297
<TOTAL-ASSETS>                               2,677,711
<DEPOSITS>                                   2,142,010
<SHORT-TERM>                                   270,662
<LIABILITIES-OTHER>                             63,335<F1>
<LONG-TERM>                                     23,237
                                0
                                          0
<COMMON>                                         8,759
<OTHER-SE>                                     169,708
<TOTAL-LIABILITIES-AND-EQUITY>               2,677,711
<INTEREST-LOAN>                                 40,598
<INTEREST-INVEST>                                8,812
<INTEREST-OTHER>                                   198
<INTEREST-TOTAL>                                46,908
<INTEREST-DEPOSIT>                              18,024
<INTEREST-EXPENSE>                              22,576
<INTEREST-INCOME-NET>                           27,032
<LOAN-LOSSES>                                    1,245
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                 23,812
<INCOME-PRETAX>                                 10,913
<INCOME-PRE-EXTRAORDINARY>                      10,913
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,017
<EPS-BASIC>                                       0.88
<EPS-DILUTED>                                     0.87
<YIELD-ACTUAL>                                    8.60
<LOANS-NON>                                     22,872
<LOANS-PAST>                                     6,738
<LOANS-TROUBLED>                                 3,230
<LOANS-PROBLEM>                                 39,377
<ALLOWANCE-OPEN>                                29,599
<CHARGE-OFFS>                                    1,297
<RECOVERIES>                                       750
<ALLOWANCE-CLOSE>                               30,297
<ALLOWANCE-DOMESTIC>                            22,210
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          8,087
<FN>
<F1>(LIABILITIES-OTHER)  Tag Includes $40,000 of preferred securities of subsidiary
trust
</FN>


</TABLE>


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