<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 23, 1997
COMMUNITY FIRST BANKSHARES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-19368 46-0391436
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
520 Main Avenue
Fargo, North Dakota 58124-0001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (701) 298-5600
<PAGE>
Item 5. OTHER EVENTS.
On January 23, 1997, the Company announced its results of operations for
the fourth quarter and the year ended December 31, 1996. Attached as Exhibit
99.1 is the Company's press release, as revised to correct a typographical
error.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit Description
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99.1 The Company's Press Release dated January 23, 1997
as revised.
SIGNATURE
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.
COMMUNITY FIRST BANKSHARES, INC.
By /s/ Mark A. Anderson
----------------------------------------------
Mark A. Anderson, Executive Vice
President and Chief Mountain Parks Officer
Dated: January 31st, 1997
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Exhibit 99.1
COMMUNITY FIRST BANKSHARES REPORTS
4TH QUARTER RESULTS
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FARGO, N.D., Jan. 23 -- Community First Bankshares, Inc., (Nasdaq: CFBX)
today reported record earnings for the year 1996. The company stated its
results for the fourth quarter ended Dec. 31, 1996, were affected by its
acquisition of Mountain Parks Financial Corporation on Dec. 18 and a variety of
one-time charges associated with the transaction.
"Our core banking business continued to produce strong results," said
Donald R. Mengedoth, president and chief executive. "Without the Mountain Parks
acquisition and one-time charges associated with it, Community First earned a
record 57 cents per share in the fourth quarter, up from 51 cents a year ago.
Our core business is doing very well, and we continue to believe that the
Mountain Parks transaction will be accretive to earnings in 1997."
Mengedoth said the fourth quarter results reflect costs of $2.6 million on
an after-tax basis related to the Mountain Parks acquisition, including a
$560,000 write-down of the company's investment in a bank in Vail, Colo., which
is being divested to satisfy regulators' competitive issues. Another divestiture
required to satisfy anti-competitive issues is proceeding on a timely basis.
The sale of the Granby and Grand Lake, Colo., offices is expected to be
completed in the first half of 1997 and is expected to result in a gain on sale.
In addition, Community First incurred a total of $1.1 million, net of tax, of
expenses and charges to integrate and to conform the loan portfolio of Mountain
Parks' non-prime mortgage subsidiary to CFB's credit policy.
After these charges, net income for the fourth quarter was $6,048,000,
compared with $8,624,000 in the fourth quarter of 1995. After payment of
dividends on preferred stock, net income applicable to common equity was
$5,646,000, equal to 32 cents fully diluted, compared with 1995's $8,222,000, or
48 cents per share. All figures have been restated to account for the
acquisition of Mountain Parks, which was accounted for as a pooling-of-interests
transaction. Excluding the impact of the Mountain Parks acquisition and the
merger and related charges recognized during the year, earnings amounted to
$2.18 per common share on a fully diluted basis.
For the year, net income was $32,510,000, equal to $1.79 per common share
on a fully diluted basis. Community First earned $29,953,000, or $1.74 fully
diluted, in 1995.
"We are pleased with the performance of our core banking business in the
quarter," Mengedoth said. "Net interest margin increased for both the year and
the quarter. Average loans increased 17 percent over last year in the fourth
quarter, and were up 21 percent for the year. Our asset quality measures remain
strong including the higher risk profile of Mountain Parks' higher yielding
lending businesses.
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"Applying Community First's credit standards to the Mountain Parks
portfolio resulted in additional charges in the fourth quarter. We expect,
however, that similar provisions will not be recurring and we expect to see
improvement during 1997 in Mountain Parks' nonperforming assets. We also expect
to recover a substantial amount of the recorded write-down through the
disposition of certain loans or the related collateral."
The Company's assets grew to $3.1 billion at year-end, up from a restated
level of $2.8 billion at the end of 1995. Assets originally reported at Dec.
31, 1995, were $2.3 billion, increasing 39 percent in 1996. Deposits increased
to $2.5 billion, up from a restated level of $2.4 billion a year earlier.
Community First Bankshares, Inc., headquartered in Fargo, N.D., is a multi-
bank holding company offering a full range of financial services, including
banking, investments, insurance and trust. The company serves 79 communities in
Colorado, Iowa, Minnesota, Nebraska, North Dakota, South Dakota and Wisconsin.
* * * *
This press release contains forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The company
wishes to caution readers not to place undue reliance on any such forward-
looking statements, which speak only as of the date made. Factors that could
cause actual results to differ from the results discussed in the forward-looking
statements include, but are not limited to: risks related to the company's
acquisition strategy, including risks of adversely changing results of
operations and factors affecting the company's ability to consummate further
acquisitions; risks of loans and investments, including dependent on local
economic conditions; competition for the company's customers from other
providers of financial services; possible adverse effects of changes in interest
rates; and other risks detailed in the company's filings with the Securities and
Exchange Commission, all of which are difficult to predict and many of which are
beyond the control of the company.
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Community First Bankshares, Inc.
Selected Financial Data
(In thousands except share and per share data)
<TABLE>
<CAPTION>
Three Months ended Year Ended
Dec. 31, Dec. 31,
------------------------------ ------------------------------
1996 1995 1996 1995
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Current Earnings: (Restated) (Restated)
Net interest income. . . . . . . . . . . . $ 35,804 $ 31,214 $ 134,192 $ 109,977
Non interest income. . . . . . . . . . . . 8,238 6,159 27,370 22,488
Provision for loan
losses . . . . . . . . . . . . . . . . . 2,185 782 6,757 2,711
Net income . . . . . . . . . . . . . . . . 6,048 8,624 32,510 29,953
Dividends on preferred
stock. . . . . . . . . . . . . . . . . . 402 402 1,610 1,610
Net income applicable
to common equity . . . . . . . . . . . . 5,646 8,222 30,900 28,343
Average Balance Sheet Data:
Assets . . . . . . . . . . . . . . . . . . 3,034,644 2,704,428 2,866,779 2,424,213
Loans. . . . . . . . . . . . . . . . . . . 2,012,654 1,716,249 1,873,073 1,545,497
Available-for-sale
securities . . . . . . . . . . . . . . . 510,837 355,717 497,354 286,868
Held-to-maturity
securities . . . . . . . . . . . . . . . 232,529 355,697 230,468 369,567
Deposits . . . . . . . . . . . . . . . . . 2,472,676 2,292,303 2,382,776 2,037,002
Common shareholders'
equity . . . . . . . . . . . . . . . . . 214,576 174,981 196,895 155,859
End of Period Balance
Sheet Data:
Assets . . . . . . . . . . . . . . . . . . 3,116,398 2,769,976 3,116,398 2,769,976
Loans. . . . . . . . . . . . . . . . . . . 2,064,108 1,767,193 2,064,108 1,767,193
Available-for-sale
securities . . . . . . . . . . . . . . . 506,888 486,522 506,888 486,522
Held-to-maturity
securities . . . . . . . . . . . . . . . 222,348 230,820 222,348 230,820
Deposits . . . . . . . . . . . . . . . . . 2,537,440 2,359,716 2,537,440 2,359,716
Common shareholders'
equity . . . . . . . . . . . . . . . . . 221,583 181,004 221,583 181,004
</TABLE>
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Community First Bankshares, Inc.
Selected financial Data
(In thousands except share and per share data)
(continued)
<TABLE>
<CAPTION>
Three Months ended Year Ended
Dec. 31, Dec. 31,
------------------------------ ------------------------------
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Per Common and Common (Restated) (Restated)
Equivalent Share Data:
Primary earnings
per share. . . . . . . . . . . . . . . . $0.33 $0.50 $1.85 $1.82
Fully diluted earnings
per share. . . . . . . . . . . . . . . . 0.32 0.48 1.79 1.74
Dividend per common
share. . . . . . . . . . . . . . . . . . 0.16 0.12 0.58 0.48
Period end book value. . . . . . . . . . . 12.92 11.25 12.92 11.25
Common shares outstanding
end of period. . . . . . . . . . . . . . . 17,151,874 16,085,733 17,151,874 16,085,733
Average Common shares
outstanding:
Primary. . . . . . . . . . . . . . . . . . 17,195,727 16,329,391 16,699,021 15,543,129
Fully diluted. . . . . . . . . . . . . . . 18,664,010 17,808,232 18,154,966 17,276,050
Supplemental Earnings Per
Share Data:
Primary cash earnings per
common share . . . . . . . . . . . . . . $0.38 $0.55 $2.02 $1.96
Fully diluted cash earnings
per common share. . . . . . . . . . $0.37 $0.53 $1.95 $1.86
Financial Ratios:
Return on average assets . . . . . . . . . .79% 1.27% 1.13% 1.24%
Return on average common
shareholders' equity . . . . . . . . . . 10.47% 18.64% 15.69% 18.19%
Average common
shareholders'equity to
average assets . . . . . . . . . . . . . 7.07% 6.47% 6.87% 6.43%
Net interest margin. . . . . . . . . . . . 5.36% 5.15% 5.32% 5.06%
Annualized net charge-offs
to average loans . . . . . . . . . . . . 0.39% 0.28% 0.22% 0.17%
Nonperforming assets to
to total assets. . . . . . . . . . . . . 0.46% 0.20%
Nonperforming assets to
period-end loans
and OREO . . . . . . . . . . . . . . . . 0.70% 0.31%
Allowance for loan losses
to period-end loans. . . . . . . . . . . 1.27% 1.29%
Allowance for loan losses
to nonperforming loans . . . . . . . . . 201% 608%
</TABLE>
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Community First Bankshares, Inc.
Selected financial Data
(In thousands except share and per share data)
(continued)
Year Ended
Dec. 31,
---------------------------
1996 1995
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Supplemental Financial Ratios:
Annualized net charge-offs
to average loans
Core Bank Group. . . . . . . . . . . . 0.18% 0.16%
MPFC Bank. . . . . . . . . . . . . . . 0.30% 0.21%
Non-bank Subsidiaries. . . . . . . . . 1.57% 0.00%
Total. . . . . . . . . . . . . . . . . 0.22% 0.17%
Nonperforming assets to
total assets
Core Bank Group. . . . . . . . . . . . 0.22% 0.21%
MPFC Bank. . . . . . . . . . . . . . . 0.66% 0.12%
Non-bank Subsidiaries. . . . . . . . . 6.68% 0.00%
Total. . . . . . . . . . . . . . . . . 0.46% 0.20%
Nonperforming assets to
period end loans and OREO
Core Bank Group. . . . . . . . . . . . 0.33% 0.33%
MPFC Bank. . . . . . . . . . . . . . . 1.05% 0.19%
Non-bank Subsidiaries. . . . . . . . . 7.23% 0.00%
Total. . . . . . . . . . . . . . . . . 0.70% 0.31%
Allowance for loan losses
to period end loans
Core Bank Group. . . . . . . . . . . . 1.33% 1.31%
MPFC Bank. . . . . . . . . . . . . . . 1.17% 1.16%
Non-bank Subsidiaries. . . . . . . . . 0.46% 0.00%
Total. . . . . . . . . . . . . . . . . 1.27% 1.29%
Allowance for loan losses
to nonperforming loans
Core Bank Group. . . . . . . . . . . . 442% 607%
MPFC Bank. . . . . . . . . . . . . . . 113% 615%
Non-bank Subsidiaries. . . . . . . . . 7% 0%
Total. . . . . . . . . . . . . . . . . 201% 608%
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Supplemental Earnings per Common Share
Year ended Dec. 31, 1996
(on a fully diluted basis)
<TABLE>
<CAPTION>
Community First Mountain Parks
Bankshares, Inc. Financial Corp. Community First
(ex-acquisitions) (per share issued) Bankshares, Inc.
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<S> <C> <C> <C>
Earnings . . . . . . . . . . . . . . 2.09 .99 1.79
Merger related
charges (1) . . . . . . . . . . . .09 .32 .16
Integration and conforming
adjustments (2) . . . . . . . . . -- .30 .08
Earnings (excluding merger
related charges and
integration and conforming
adjustments). . . . . . . . . . . 2.18 1.61 2.03
Supplemental Earnings per Common
Share Quarter ended Dec. 31, 1996
Community First Mountain Parks
Bankshares, Inc. Financial Corp. Community First
(ex-acquisitions) (per share issued) Bankshares, Inc.
----------------- ------------------ -----------------
Earnings . . . . . . . . . . . . . . .48 (.10) .32
Merger related
charges (1) . . . . . . . . . . . .09 .26 .14
Integration and conforming
adjustments (2) . . . . . . . . . -- .23 .06
Earnings (excluding merger
related charges and
integration and conforming
adjustments). . . . . . . . . . . .57 .39 .52
</TABLE>
(1) Includes necessary expenses incurred and charges recorded to complete the
acquisition of Mountain Parks Financial Corp. These amounts include legal,
accounting and other professional services fees, severance payments and
other employee benefits adjustments, fees paid to terminate duplicate
service contracts and write-off of assets not expected to be retained by
the Company.
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(2) Includes expenses incurred and charges recorded to facilitate the
integration of certain operating activities of Mountain Parks Financial
Corp. into those of Community First Bankshares, Inc. and to conform certain
accounting policies of Mountain Parks financial Corp. to those maintained
by Community First Bankshares, Inc. Expenses incurred include additional
employee expenses and other expenses associated with the modification of
the operating units of the acquired entity. Charges include additions to
the allowance for credit losses and adjustments to income tax liabilities
and other accrual accounts.
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