EX-99.1 2 d765509dex991.htm EX-99.1 EX-99.1
Page 1
Keefe, Bruyette & Woods
15
th
Annual
Community
Bank
Investor
Conference
New York City, NY                    July 29-30, 2014
Exhibit 99.1


First Interstate BancSystem
Safe Harbor
Page 2
This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175
promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent
risks and uncertainties. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking
statements. 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. Such forward-looking
statements include but are not limited to statements about revenues, income from the origination and sale of loans, net interest margin, quarterly provisions for
loan losses, non-interest expense, loan growth, non-performing assets and net charge-off of loans, the benefits of the business combination transaction
involving First Interstate BancSystem, Inc. (FIBK) and Mountain West Financial Corp (MTWF), including future financial and operating results, the combined
company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following:  the factors described in
our Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), including under the sections entitled “Risk Factors,” the possibility
that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not
received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than 
expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and
their enforcement, and the degree of competition in the geographic and business areas in which FIBK and MTWF operate; the ability to promptly and effectively
integrate the businesses of FIBK and MTWF; the reaction of the companies’ customers, employees and counterparties to the transaction; and the diversion of
management time on merger-related issues. The risk factors described in Forms 10-K are not necessarily all of the important factors that could cause our actual
results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statement contained in this
presentation. Other unknown or unpredictable factors also could affect our results.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth
above. Forward-looking statements speak only as of the date they are made and we do not undertake or assume any obligation to update publicly any of these
statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements,
except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking statements.
Additional Information About the Merger and Where to Find it
FIBK intends to file with the SEC a proxy statement/prospectus and other relevant materials in connection with the merger, including the definitive merger
agreement.  The proxy statement/prospectus will be mailed to the shareholders of MTWF.  Investors are urged to read the proxy statement/prospectus and the
other relevant materials when they become available because they will contain important information about MTWF, FIBK and the merger.
The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by FIBK with the SEC, may be
obtained free of charge at the SEC’s web site at www.sec.gov.  In addition, investors may obtain free copies of the documents filed by FIBK with the SEC by
contacting Amy Anderson, First Interstate BancSystem, Inc., 401 N. 31st Street, Billings, MT, 59101; telephone 406-255-5390.


First Interstate BancSystem
Long Term History with Solid Performance
Page 3
Company Snap Shot
Headquartered in Billings, MT with 74 branches across
Montana, Wyoming and western South Dakota
Total Assets of $7.7 Billion
Total Loans of $4.5 Billion
Regional bank offering retail and commercial banking,
along with wealth management, cash management, credit
card and mortgage services
NASDAQ:  FIBK
Market Cap: $1.2B
Company Performance
2013 record earnings with net income of $86.1 million, or
$1.96 per share.
Q2 2014 net income to common shareholders of $21.1
million, earnings per share of $.47
Increased dividend per share to $.16
Continued improvement in credit quality trends



First Interstate BancSystem
Impressive Market Shares
Ranked #2 by market share in Montana and Wyoming, and #2 in the western South Dakota markets we serve.
-Data Per SNL Financial
(June 30, 2013)
MSAs
Market Share
Billings, MT
26%
Missoula, MT
31%
Casper, WY
27%
Rapid City, SD
20%
Jackson, WY-ID
16%
Gillette, WY
29%
Sheridan, WY
42%
Kalispell, MT
15%
Great Falls, MT
19%
Laramie, WY
52%
Bozeman, MT
12%
Riverton, WY
35%
Spearfish, SD
32%
Cheyenne, WY
11%
Helena, MT
6%
Page 5
South
Dakota
Wyoming
Montana
50%
38%
12%
Allocation of $6.2 Billion in Deposits
Allocation of $6.2 Billion in Deposits
(As
of
6/30/2014
)


First Interstate BancSystem
Diversified Industries
Agriculture
Cattle
Crops
Page 6
Energy
Oil and Natural Gas
Greater Williston Basin Area
Bakken formation
Powder River Basin
Coal
MT Ranked #1 and WY ranked #3 in demonstrated Coal Reserves
WY Ranked #1 in Production
Wind
MT, WY and SD in the top 10 for potential wind energy development
MT has the fastest national growth rate for wind energy


First Interstate BancSystem
Influence of the Bakken Oil Field
Page 7
North Dakota
South Dakota
Wyoming
Canada
Billings is the nearest trade
area to the Bakken Oil Fields


First Interstate BancSystem
Tourism
Glacier National Park, MT
Yellowstone National Park, WY
Major National Parks
Summer/Winter Opportunities
Mount Rushmore, SD
Page 8
Healthcare
Aging population base
Regional healthcare centers
Veterans Administration healthcare
Military /Government
Ellsworth Air Force Base, SD
Malmstrom Air Force Base, MT
F.E. Warren Air Force Base, WY
B1B Lancer,
Ellsworth Air Force Base
First Interstate BancSystem


First Interstate BancSystem
Stable Employment
Page 9
MT 4.5%, Ranked 11th
WY 4%, Ranked 6th
SD 3.8%, Ranked 5th
0%  to 4%
Best 5 Sates
4% to 6%
North Dakota 2.7%
6% to 8%
2
Nebraska 3.5%
8% to 10%
3
Utah 3.5%
10% or more
4
Vermont 3.5%
5
South Dakota 3.8%
Worst 5 States
50
Mississippi 7.9%
49
Nevada 7.7%
48
Michigan 7.5%
47
Kentucky 7.4%
46
Georgia 7.4%
Source: Bureau of Labour Statistics
Data as of: 6/30/2014
1


First Interstate BancSystem
Page 10
Balance Sheet
Asset Quality Trends
and Earnings
First Interstate BancSystem


First Interstate BancSystem
Page 11
Diversified Loan Portfolio
$4.5 Billion in Loans
$4.5 Billion in Loans
Commercial
RE
32.5%
Construction
RE
8.0%
Residential RE
19.9%
Agriculture RE
3.6%
RE Held for
Sale
1.3%
Consumer
15.7%
Commercial
16.1%
Agricultural
2.9%
As of 6/30/2014)
(
Q2 loan growth of $142 million or 3.2%
over last quarter, 4.9% over June 30, 2013
Positive economic indicators
Increased Construction activity
Increased Commercial demand
Strong indirect lending network
Strengthening loan pipeline
Disciplined credit practices
In-house limit of $15 Million
Credit Opportunities


First Interstate BancSystem
Investment Portfolio
Page 12
Investment Portfolio
$2.1 Billion
0%
20%
40%
60%
80%
100%
120%
Other
Municipal
MBS
CMO's
Agencies
Effective Duration of the
portfolio is 3.1 years
Average yield of the
portfolio is 1.73% (as of
6/30/14)
Strategy:  Maintain short
duration with minimal
credit risk and an
emphasis on stable cash
flows and extension risk
mitigation.


First Interstate BancSystem
Strong Core Deposit Base
Page 13
(as of 6/30/2014)
Low Cost of Funds
Q2 2014 -
0.27%
Demand Non-
Interest
Bearing
Demand
Interest
Bearing
Savings
Time Other
CDs >100k
24%
30%
8%
27%
11%
$6.2 Billion in Deposits


First Interstate BancSystem
Strong Non-Interest Income Revenue Streams
Page 14
Non-Interest Income
Wealth Management
AUM -
$4+ Billion and growing
Bakken influence creating wealth
Wealth advisors positioned across our
footprint
Mortgage Lending
Strong purchase activity, particularly in
eastern Montana, our largest market
Ability to expand our market share
Seeing a more traditional residential real
estate cycle
Credit Card Activity
Focused strategy to increase business
card usage
Local reward program attracts personal
card usage
Home Loans
24%
Service
Charges
15%
Other
Income
7%
31% of Total Revenue
Wealth
Management
17%
Other Service Charges,
Commissions and Fees
37%
(Q2 2014)


First Interstate BancSystem
Earnings Improvement
Page 15
$33,984
$27,863
$27,904
$30,378
$0
$4,000
$8,000
$12,000
$16,000
$20,000
$24,000
$28,000
$32,000
$36,000
Mortgage Revenue Impact
Stable Pre-Tax, Pre-Provision Earnings
$0.54
$0.47
$0.48
$0.47
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
Diluted Earnings Per Share
(in thousands)


First Interstate BancSystem
Strong Capital Ratios
Page 16
* Redemption of $50 M Preferred Stock
Deploying capital to
maximize
shareholder return
Strong dividend
Stock repurchase plan
Mergers & Acquisitions
Mountain West
acquisition set to close
July 31, 2014
16.69%
15.02%
8.72%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
Total Risk Based Capital
Tier 1 Risk Based Capital
Tangible Common to Tangible Assets


First Interstate BancSystem
Improved Earnings Ratios
Page 17
1.12%
0.00%
0.30%
0.60%
0.90%
1.20%
Annualized Return on Average Assets
10.18%
0.00%
3.00%
6.00%
9.00%
12.00%
Annualized Return on Average Common Equity


First Interstate BancSystem
Improving Credit  Quality Trends
Page 18
(In millions)
70% reduction since peak in mid-2012
Earnings Improvement
driven by Improved Credit
Metrics
1.27% of Total Assets
$97
$-
$50
$100
$150
$200
Non-
$81
$-
$40
$80
$120
$160
Non-Performing Loans
$16
$-
$10
$20
$30
$40
$50
$60
OREO
Performing Assets


First Interstate BancSystem
Page 19
First Interstate BancSystem
Merger with
Mountain West Financial Corp.
Announced February 10, 2014
First Interstate BancSystem


First Interstate BancSystem
Transaction Highlights
Page 20
Compelling
Strategic
Fit
Low Execution Risk
Enhances Shareholder
Value
Creates the #1 deposit market share franchise in the state of Montana
Meaningfully expands Helena presence while creating consolidation
opportunities in other market areas
Adds scale within existing footprint with no anticipated divestiture required
Adds strong customer base and talented people to FIBK organization
Comprehensive due diligence process completed
Knowledge of market area and similar business lines
Thoughtful and conservative approach to financial modeling
Meaningful cost savings opportunities
Immediately accretive to FIBK’s EPS
Modest dilution to tangible book value recaptured in approximately three
years
Anticipated IRR > 15%


First Interstate BancSystem
Pro Forma Branch Map
Page 21
FIBK     (76)
MTWF  (13)
1)
Deposit data as of June 30, 2013
Source: SNL Financial; FDIC
Helena
Great
Falls
Missoula
Bozeman
Kalispell
Whitefish
Recently announced consolidation of 8 Mountain West branches
0.25
0.5
1
5
Branch Proximity Analysis¹
Distance from
Number of
Total MTWF
% of
FIBK Branch
MTWF
Deposits
Total
(mi.)
Branches
($000s)
Deposits
4
40,005
7.6
7
100,911
19.1
10
479,344
90.6
13
528,963
100.0
First Interstate BancSystem


First Interstate BancSystem
Top Market Share in Montana
Page 22
Note: Deposit data as of June 30, 2013
Source: SNL Financial; FDIC
Pro
forma
FIBK
market
share
in
the
Helena
area
increases
from
#6
($70
million
in
deposits) to #1 ($317 million in deposits)
Pro forma FIBK market share in the Great Falls area increases from #3 ($258 million
in deposits) to #1 ($397 million in deposits)
Total Deposits
Deposit
Number of
in Market
Market Share
Rank
Institution (St.)
Branches
($mm)
(%)
1
PRO FORMA
51
3,550.5
17.9  
1
Glacier Bancorp Inc. (MT)
52
3,111.3
15.6  
2
First Interstate BancSystem (MT)
38
3,021.5
15.2  
3
Wells Fargo & Co. (CA)
44
2,371.3
11.9  
4
U.S. Bancorp (MN)
25
2,218.1
11.2  
5
Stockman Financial Corp. (MT)
31
1,815.7
9.1  
6
Mountain West Financial Corp. (MT)
13
529.0
2.7  
7
Inter-Mountain Bancorp. Inc. (MT)
8
519.8
2.6  
8
Eagle Bancorp Montana, Inc. (MT)
13
418.3
2.1  
9
Montana Security Inc. (MT)
5
397.8
2.0  
10
Heartland Financial USA Inc. (IA)
10
367.7
1.8  
Total in Market
402
$19,884


First Interstate BancSystem
Summary of Deal Terms
Page 23
Consideration
0.2552 FIBK shares of Class A Common Stock and $7.125 in cash in
exchange for each MTWF share
Outstanding and unexercised MTWF options will be cashed out at closing
Valuation
Based on FIBK closing stock price on February 10, 2014 of $24.77, per share
value to MTWF of $13.45 or $72.8 million in the aggregate in exchange for all
MTWF shareholder and optionholders
~124% of MTWF Tangible Book Value Per Share
~20x LTM EPS (excluding cost savings)
Approximately 47% stock, 53% cash consideration mix
Post-Merger Economic
Ownership
97.0% FIBK/3.0% MTWF
Anticipated Closing
July 31, 2014
Selected Closing
Conditions
Customary regulatory approvals received
MTWF shareholder approval received


First Interstate BancSystem
Summary Financial Assumptions and Impact
Page 24
Cost Savings
Approximately 35% of MTWF noninterest expense base
One-time Deal Costs
Approximately $7.2 million pretax
Fair Market Value and
Accounting
Adjustments
Loan portfolio mark-to-market
~4.4% of gross loans
Core Deposit Intangible
1.50% amortized over 7 years
Fixed asset write-down of $10 to $11 million
Debt Redemption
$19.8 million Trust Preferred redeemed at closing at par
Impact to FIBK Shareholders
2015e EPS
6% to 7% EPS accretion (100% phase-in of cost savings)
TBVPS Impact
~3% dilutive to tangible book value per share at closing
Approximately 3 year earn-back
Internal Rate of Return
>15%


Why invest in First Interstate BancSystem?
Long Track Record of Profitability
Leading Market Positions
Attractive and Healthy Footprint
Improving Credit Metrics
Low-Cost Core Deposit Base
Growth Opportunities
Increasing Shareholder Returns
First Interstate BancSystem
Page 25