-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATanqOJjLTgyLhpufIZO0ycB0eWxpOZJE/d35umsT4Ag2K8Q+1NxVEYN0buMQViD mnAyRMVELBpIPZAcEbObOg== 0000912057-97-001965.txt : 19970129 0000912057-97-001965.hdr.sgml : 19970129 ACCESSION NUMBER: 0000912057-97-001965 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970128 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY FIRST BANKSHARES INC CENTRAL INDEX KEY: 0000857593 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 460391436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19368 FILM NUMBER: 97512050 BUSINESS ADDRESS: STREET 1: 520 MAIN AVENUE CITY: FARGO STATE: ND ZIP: 58124-0001 BUSINESS PHONE: 7012985600 MAIL ADDRESS: STREET 1: 520 MAIN AVENUE CITY: FARGO STATE: ND ZIP: 58124-0001 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): January 23, 1997 COMMUNITY FIRST BANKSHARES, INC. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-19368 46-0391436 - ---------------------------- ------------------------ ----------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 520 Main Avenue Fargo, North Dakota 58124-0001 - ---------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (701) 298-5600 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. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit Description ------- ------------ 99.1 The Company's Press Release dated January 23, 1997. 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 28th, 1997 2 EX-99.1 2 EX-99.1 PRESS RELEASE Exhibit 99.1 COMMUNITY FIRST BANKSHARES REPORTS 4TH QUARTER RESULTS - ------------------------------------------------------------- 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 $22,488,000, 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. 1 "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. 2 Community First Bankshares, Inc. Selected Financial Data (In thousands except share and per share data)
Three Months ended Year Ended Dec. 31, Dec. 31, ------------------------------ ------------------------------ 1996 1995 1996 1995 --------- ---------- ---------- ---------- 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
3 Community First Bankshares, Inc. Selected financial Data (In thousands except share and per share data) (continued)
Three Months ended Year Ended Dec. 31, Dec. 31, ------------------------------ ------------------------------ 1996 1995 1996 1995 --------- ---------- ---------- ---------- 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%
4 Community First Bankshares, Inc. Selected financial Data (In thousands except share and per share data) (continued) Year Ended Dec. 31, --------------------------- 1996 1995 ------ ------ 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% 5 Supplemental Earnings per Common Share Year ended Dec. 31, 1996 (on a fully diluted basis)
Community First Mountain Parks Bankshares, Inc. Financial Corp. Community First (ex-acquisitions) (per share issued) Bankshares, Inc. ----------------- ------------------ ----------------- 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
(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. 6 (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. 7 -----END PRIVACY-ENHANCED MESSAGE-----