UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 June 30, 2006
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File No. 2-80070
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CASS INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1265338
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13001 Hollenberg Drive
Bridgeton, Missouri 63044
(Address of principal executive offices) (Zip Code)
(314) 506-5500
(Registrant's telephone number, including area code)
-----------------
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 |_|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.
(Check one) Large Accelerated Filer |_| Accelerated Filer |X|
Non-Accelerated Filer |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The number of shares outstanding of registrant's only class of stock as of
August 8, 2006: Common stock, par value $.50 per share - 5,551,957 shares
outstanding.
TABLE OF CONTENTS
PART I - Financial Information
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
June 30, 2006 (unaudited) and December 31, 2005 3
Consolidated Statements of Income
Three and six months ended June 30, 2006 and 2005 (unaudited) 4
Consolidated Statements of Cash Flows
Six months ended June 30, 2006 and 2005 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 13
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 24
Item 4. CONTROLS AND PROCEDURES 24
PART II - Other Information - Items 1. - 6. 26
SIGNATURES 27
Forward-looking Statements - Factors That May Affect Future Results
This report may contain or incorporate by reference forward-looking statements
made pursuant to the safe harbor provisions of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are not guarantees of future performance and
involve risks, uncertainties, and other factors which may cause future
performance to vary from expected performance summarized in the forward-looking
statements, including those set forth in this paragraph and in the "Risk
Factors" section of the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission. Important factors that could cause our
actual results, performance, or achievements to be materially different from any
future results, performance, or achievements expressed or implied by those
statements include, but are not limited to: the failure to successfully execute
our corporate plan, the loss of key personnel or inability to attract additional
qualified personnel, the loss of key customers, increased competition, the
inability to remain current with rapid technological change, risks related to
acquisitions, risks associated with business cycles and fluctuations in interest
rates, utility and system interruptions or processing errors, rules and
regulations governing financial institutions and changes in such rules and
regulations, credit risk related to borrowers' ability to repay loans,
concentration of loans to certain segments such as commercial enterprises,
churches and borrowers in the St. Louis area which creates risks associated with
adverse factors that may affect these groups and volatility of the price of our
common stock. We undertake no obligation to publicly update or revise any
forward-looking statements to reflect changed assumptions, the occurrence of
anticipated or unanticipated events, or changes to future results over time.
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands except Share and Per Share Data)
June 30 December 31
2006 2005
------------------------
Assets
Cash and due from banks $ 26,347 $ 29,561
Federal funds sold and other short-term investments 127,956 120,131
--------- ---------
Cash and cash equivalents 154,303 149,692
--------- ---------
Securities available-for-sale, at fair value 89,790 94,859
Loans 531,494 529,306
Less: Allowance for loan losses 6,312 6,284
--------- ---------
Loans, net 525,182 523,022
--------- ---------
Premises and equipment, net 12,835 11,987
Investment in bank owned life insurance 11,776 11,545
Payments in excess of funding 10,664 7,665
Goodwill 4,398 4,398
Assets related to discontinued operations 400 400
Other intangible assets, net 849 935
Other assets 16,525 14,195
--------- ---------
Total assets $ 826,722 $ 818,698
========= =========
Liabilities and Shareholders' Equity
Liabilities:
Deposits:
Noninterest-bearing $ 96,888 $ 116,396
Interest-bearing 179,362 170,602
--------- ---------
Total deposits 276,250 286,998
Accounts and drafts payable 457,762 445,811
Short-term borrowings 206 188
Subordinated convertible debentures 3,700 3,700
Liabilities related to discontinued operations 184 1,848
Other liabilities 8,528 4,872
--------- ---------
Total liabilities 746,630 743,417
--------- ---------
Shareholders' Equity:
Preferred stock, par value $.50 per share; 2,000,000
shares authorized and no shares issued -- --
Common stock, par value $.50 per share;
20,000,000 shares authorized and 6,336,593
shares issued at June 30, 2006 and
December 31, 2005 3,168 3,168
Additional paid-in capital 17,693 18,326
Retained earnings 77,215 71,506
Common shares in treasury, at cost (786,730 shares at
June 30, 2006 and 836,457 shares at December 31, 2005) (17,092) (17,313)
Accumulated other comprehensive loss (892) (406)
--------- ---------
Total shareholders' equity 80,092 75,281
--------- ---------
Total liabilities and shareholders' equity $ 826,722 $ 818,698
========= =========
See accompanying notes to unaudited consolidated financial statements.
-3-
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands except Share and Per Share Data)
Three Months Ended Six Months Ended
June 30 June 30
--------------------- ---------------------
2006 2005 2006 2005
- --------------------------------------------------------------------------------------------------------
Fee Revenue and Other Income:
Information services payment and processing revenue $ 9,806 $ 8,737 $ 19,494 $ 17,329
Bank service fees 348 387 925 745
Gains on sales of investment securities -- -- -- 547
Other 200 159 401 343
-------- -------- -------- --------
Total fee revenue and other income 10,354 9,283 20,820 18,964
-------- -------- -------- --------
Interest Income:
Interest and fees on loans 9,056 7,936 17,838 15,362
Interest and dividends on debt and equity securities:
Taxable 272 202 538 375
Exempt from federal income taxes 638 329 1,274 722
Interest on federal funds sold and
other short-term investments 1,408 722 2,680 1,248
-------- -------- -------- --------
Total interest income 11,374 9,189 22,330 17,707
-------- -------- -------- --------
Interest Expense:
Interest on deposits 1,464 1,166 2,728 2,108
Interest on short-term borrowings 1 1 3 2
Interest on subordinated convertible debentures 49 49 98 98
-------- -------- -------- --------
Total interest expense 1,514 1,216 2,829 2,208
-------- -------- -------- --------
Net interest income 9,860 7,973 19,501 15,499
Provision for loan losses 150 200 300 400
-------- -------- -------- --------
Net interest income after provision for loan
losses 9,710 7,773 19,201 15,099
-------- -------- -------- --------
Operating Expense:
Salaries and employee benefits 10,267 9,485 20,537 18,680
Occupancy 485 508 940 944
Equipment 743 716 1,396 1,430
Amortization of intangible assets 43 43 86 86
Other operating expense 2,746 2,287 5,194 4,486
-------- -------- -------- --------
Total operating expense 14,284 13,039 28,153 25,626
-------- -------- -------- --------
Income before taxes and discontinued
operations 5,780 4,017 11,868 8,437
Income tax expense 2,056 1,407 4,192 2,876
-------- -------- -------- --------
Net income from continuing operations 3,724 2,610 7,676 5,561
-------- -------- -------- --------
Loss from discontinued operations
before income tax expense (325) (39) (325) (314)
Income tax benefit (136) (13) (136) (104)
-------- -------- -------- --------
Net loss from discontinued operations (189) (26) (189) (210)
Net Income $ 3,535 $ 2,584 $ 7,487 $ 5,351
======== ======== ======== ========
Basic Earnings Per Share:
From continuing operations $ .67 $ .48 $ 1.38 $ 1.01
From discontinued operations (.03) (.01) (.03) (.04)
Basic earnings per share .64 .47 1.35 .97
Diluted Earnings Per Share:
From continuing operations $ .65 $ .47 $ 1.35 $ .99
From discontinued operations (.03) (.01) (.03) (.04)
Diluted earnings per share .62 .46 1.32 .95
See accompanying notes to unaudited consolidated financial statements.
-4-
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Six Months Ended
June 30
-----------------------
2006 2005
Cash Flows From Operating Activities:
Net income from continuing operations $ 7,676 $ 5,561
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 913 1,102
Gains on sales of investment securities -- (547)
Provision for loan losses 300 400
Amortization of stock bonus awards 104 63
Tax benefit from exercise of stock options and bonuses -- 44
Deferred income tax benefit (1,031) (187)
Increase (decrease) in income tax liability 1,225 (987)
Increase in pension liability 828 774
Other operating activities, net 369 876
Operating activities of discontinued operations (1,853) (327)
--------- ---------
Net cash provided by operating activities 8,531 6,772
--------- ---------
Cash Flows From Investing Activities:
Proceeds from sales of securities available-for-sale -- 12,952
Proceeds from maturities of securities available-for-sale 45,510 38,000
Purchase of securities available-for-sale (41,059) (37,865)
Net increase in loans (2,460) (14,063)
Increase in payments in excess of funding (2,999) (1,888)
Purchases of premises and equipment, net (1,840) (919)
Investing activities of discontinued operations -- (17)
--------- ---------
Net cash used in investing activities (2,848) (3,800)
--------- ---------
Cash Flows From Financing Activities:
Net (decrease) increase in noninterest-bearing demand deposits (19,507) 3,116
Net (decrease) increase in interest-bearing demand and savings deposits (16,946) 7,115
Net increase in time deposits 25,706 9,469
Net increase in accounts and drafts payable 11,951 35,248
Net increase in short-term borrowings 18 66
Cash proceeds from exercise of stock options 322 134
Tax benefit from exercise of stock options and bonuses 32 --
Cash dividends paid (1,778) (1,545)
Purchase of common shares for treasury (870) (586)
--------- ---------
Net cash (used in) provided by financing activities (1,072) 53,017
--------- ---------
Net increase in cash and cash equivalents 4,611 55,989
Cash and cash equivalents at beginning of period 149,692 87,543
--------- ---------
Cash and cash equivalents at end of period $ 154,303 $ 143,532
========= =========
Supplemental information:
Cash paid for interest $ 2,425 $ 2,036
Cash paid for income taxes 1,889 3,804
See accompanying notes to unaudited consolidated financial statements.
-5-
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with U.S. generally accepted accounting principles ("U.S. GAAP")
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have been
included. Certain amounts in the 2005 consolidated financial statements have
been reclassified to conform to the 2006 presentation. Such reclassifications
have no effect on previously reported net income or shareholders' equity. The
Company's bank subsidiary sold the assets of Government e-Management Solutions,
Inc. ("GEMS"), its wholly owned subsidiary, on December 30, 2005. The assets,
liabilities and results of operations of GEMS have been presented in the
accompanying consolidated financial statements as discontinued operations. The
Company issued a 50% stock dividend on September 15, 2005 and the share and per
share information have been restated for all periods presented in the
accompanying consolidated financial statements. For further information, refer
to the audited consolidated financial statements and related footnotes included
in Cass Information System, Inc.'s ("the Company" or "Cass") Annual Report on
Form 10-K for the year ended December 31, 2005.
Note 2 - Intangible Assets
The Company accounts for intangible assets in accordance with Statement of
Financial Accounting Standards ("SFAS") 142, "Goodwill and Other Intangible
Assets," which requires that intangibles with indefinite useful lives be tested
annually for impairment and those with finite useful lives be amortized over
their useful lives. Intangible assets for the periods ended June 30, 2006 and
December 31, 2005 are as follows:
June 30, 2006 December 31, 2005
- ---------------------------------------------------------------------------------------------------------
Gross Carrying Accumulated Gross Carrying Accumulated
(In Thousands) Amount Amortization Amount Amortization
- ---------------------------------------------------------------------------------------------------------
Amortized intangible assets:
Software $ 862 $ (316) $ 862 $ (230)
- ---------------------------------------------------------------------------------------------------------
Unamortized intangible assets:
Goodwill 4,625 (227)* 4,625 (227)*
Minimum pension liability 303 -- 303 --
- ---------------------------------------------------------------------------------------------------------
Total unamortized intangibles 4,928 (227) 4,928 (227)
- ---------------------------------------------------------------------------------------------------------
Total intangible assets $ 5,790 $ (543) $ 5,790 $ (457)
- ---------------------------------------------------------------------------------------------------------
*Amortization through December 31, 2001 prior to adoption of SFAS 142.
Software is amortized over 4-5 years. The minimum pension liability was recorded
in accordance with SFAS 87, "Employers' Accounting for Pensions", which requires
the Company to record an additional minimum pension liability by the amount of
which the accumulated benefit obligation exceeds the sum of the fair value of
plan assets and accrued amount previously recorded and offset this liability by
an intangible asset to the extent of previously unrecognized prior service
costs. The liability and corresponding intangible asset are adjusted annually.
Amortization of intangible assets amounted to $86,000 for the six-month periods
ended June 30, 2006 and 2005. Estimated amortization of intangibles over the
next five years is as follows: $172,000 in 2006, 2007 and 2008, $115,000 in 2009
and $0 in 2010.
Note 3 - Equity Investments in Non-Marketable Securities
Non-marketable equity investments in low-income housing projects are included in
other assets on the Company's consolidated balance sheets. The total balance of
these investments at June 30, 2006 was $384,000.
Note 4 - Earnings Per Share
Basic earnings per share is computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted earnings per share
is computed by dividing net income, adjusted for the net income effect of the
interest expense on the outstanding convertible debentures, by the sum of the
weighted-average number of common shares outstanding and the weighted-average
number of potential common shares outstanding. The calculations of basic and
diluted earnings per share for the periods ended June 30, 2006 and 2005 are as
follows:
-6-
Three Months Ended Six Months Ended
June 30 June 30
--------------------------- ---------------------------
(Dollars in Thousands except Per Share data) 2006 2005 2006 2005
- ----------------------------------------------------------------------------------------------------------------
Basic
Net income from continuing operations $ 3,724 $ 2,610 $ 7,676 $ 5,561
Net loss from discontinued operations (189) (26) (189) (210)
- ----------------------------------------------------------------------------------------------------------------
Net income $ 3,535 $ 2,584 $ 7,487 $ 5,351
- ----------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding 5,538,608 5,506,302 5,543,703 5,509,047
- ----------------------------------------------------------------------------------------------------------------
Basic earnings per share from continuing
operations $ .67 $ .48 $ 1.38 $ 1.01
Basic earnings per share from discontinued
operations (.03) (.01) (.03) (.04)
- ----------------------------------------------------------------------------------------------------------------
Basic earnings per share $ .64 $ .47 $ 1.35 $ .97
- ----------------------------------------------------------------------------------------------------------------
Diluted
Net income from continuing operations $ 3,724 $ 2,610 $ 7,676 $ 5,561
Net income effect of 5.33% convertible
debentures 27 27 54 54
- ----------------------------------------------------------------------------------------------------------------
Net income from continuing operations 3,751 2,637 7,730 5,615
Net loss from discontinued operations (189) (26) (189) (210)
- ----------------------------------------------------------------------------------------------------------------
Net income $ 3,562 $ 2,611 $ 7,541 $ 5,405
- ----------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding 5,538,608 5,506,302 5,543,703 5,509,047
Effect of dilutive stock options and awards 47,654 75,214 41,777 71,899
Effect of 5.33% convertible debentures 115,145 115,145 115,145 115,145
- ----------------------------------------------------------------------------------------------------------------
Weighted-average common shares outstanding
assuming dilution 5,701,407 5,696,661 5,700,625 5,696,091
- ----------------------------------------------------------------------------------------------------------------
Diluted earnings per share from continuing
operations $ .65 $ .47 $ 1.35 $ .99
Diluted earnings per share from discontinued
operations (.03) (.01) (.03) (.04)
- ----------------------------------------------------------------------------------------------------------------
Diluted earnings per share $ .62 $ .46 $ 1.32 $ .95
- ----------------------------------------------------------------------------------------------------------------
Share and per share data for 2005 in the schedule above have been restated for
the 50% stock dividend issued on September 15, 2005.
Note 5 - Stock Repurchases
The Company maintains a treasury stock buyback program pursuant to which the
Board of Directors has authorized the repurchase of up to 250,000 shares of the
Company's Common Stock. The Company repurchased 20,000 shares during the six
months ended June 30, 2006 and repurchased 15,000 shares during the comparable
period in 2005. Repurchases are made in the open market or through negotiated
transactions from time to time depending on market conditions.
The following table sets forth information about the Company's purchases of its
$.50 par value Common Stock, its only class of stock registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended.
Total Number of Maximum
Shares Purchased Number that
Total Number Average As part of Publicly May Yet Be
of Shares Price Paid Announced Purchased Under
Period Purchased per Share Program the Program
- ------------------------------------------------------------------------------------------------------------------
148,098
April 1-30, 2006 20,000 $43.50 20,000 128,098
May 1-31, 2006 -- -- -- 128,098
June 1-30, 2006 -- -- -- 128,098
- ------------------------------------------------------------------------------------------------------------------
Total 20,000 $43.50 20,000 128,098
- ------------------------------------------------------------------------------------------------------------------
-7-
Note 6 - Comprehensive Income
For the six-month periods ended June 30, 2006 and 2005, unrealized gains and
losses on debt and equity securities available-for-sale were the Company's only
other comprehensive income component. Comprehensive income for the three and six
month periods ended June 30, 2006 and 2005 is summarized as follows:
Three Months Ended Six Months Ended
June 30 June 30
------------------- -------------------
(In Thousands) 2006 2005 2006 2005
- -------------------------------------------------------------------------------------------------
Net income from continuing operations $ 3,724 $ 2,610 $ 7,676 $ 5,561
Other comprehensive income:
Net unrealized (loss) gain on securities
available-for-sale, net of tax (584) 185 (486) 41
Less: reclassification adjustment for realized
gains on sales of securities,
available-for-sale, included in net income,
net of tax -- -- -- (361)
- -------------------------------------------------------------------------------------------------
Total other comprehensive (loss) income (584) 185 (486) (320)
- -------------------------------------------------------------------------------------------------
Total comprehensive income from continuing
operations $ 3,140 $ 2,795 $ 7,190 $ 5,241
- -------------------------------------------------------------------------------------------------
Note 7 - Industry Segment Information
The services provided by the Company are classified into two reportable
segments: Information Services and Banking Services. Each of these segments
provides distinct services that are marketed through different channels. They
are managed separately due to their unique service, processing and capital
requirements.
The Information Services segment provides freight, utility and telecommunication
invoice processing and payment services to large corporations. The Banking
Services segment provides banking services primarily to privately-held
businesses and churches.
The Company's accounting policies for segments are the same as those described
in the summary of significant accounting policies in the Company's Annual Report
on Form 10-K for the year ended December 31, 2005. Management evaluates segment
performance based on net income after allocations for corporate expenses and
income taxes. Transactions between segments are accounted for at what management
believes to be market value. Information for prior periods has been restated to
reflect changes in the composition of the Company's segments.
All revenue originates from and all long-lived assets are located within the
United States and no revenue from any customer of any segment exceeds 10% of the
Company's consolidated revenue.
Summarized information about the Company's operations in each industry segment
for the three and six month periods ended June 30, 2006 and 2005, is as follows:
Corporate,
Information Banking Eliminations
(In Thousands) Services Services and Other Total
- ---------------------------------------------------------------------------------------------------
Quarter Ended June 30, 2006
Total Revenues:
Revenue from customers $ 16,051 $ 4,013 $ -- $ 20,064
Intersegment revenue 481 358 (839) --
Net income from continuing operations 2,669 1,055 -- 3,724
Total assets 509,191 315,683 1,848 826,722
Goodwill 4,262 136 -- 4,398
Other intangible assets, net 849 -- -- 849
Assets related to discontinued operations -- -- 400 400
Quarter Ended June 30, 2005
Total Revenues:
Revenue from customers $ 13,486 $ 3,570 $ -- $ 17,056
Intersegment revenue 14 429 (443) --
Net income from continuing operations 1,564 1,046 -- 2,610
Total assets 437,570 338,698 (6,711) 769,557
Goodwill 4,262 168 -- 4,430
Other intangible assets, net 718 -- 353 1,071
Assets related to discontinued operations -- -- 5,203 5,203
- ---------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2006
Total Revenues:
Revenue from customers $ 31,876 $ 8,145 $ -- $ 40,021
Intersegment revenue 887 712 (1,599) --
Net income from continuing operations 5,430 2,246 -- 7,676
Total assets 509,191 315,683 1,848 826,722
Goodwill 4,262 136 -- 4,398
Other intangible assets, net 849 -- -- 849
Assets related to discontinued operations -- -- 400 400
Six Months Ended June 30, 2005
Total Revenues:
Revenue from customers $ 26,974 $ 7,089 $ -- $ 34,063
Intersegment revenue 40 780 (820) --
Net income from continuing operations 3,522 2,039 -- 5,561
Total assets 437,570 338,698 (6,711) 769,557
Goodwill 4,262 168 -- 4,430
Other intangible assets, net 718 -- 353 1,071
Assets related to discontinued operations -- -- 5,203 5,203
- ---------------------------------------------------------------------------------------------------
-8-
Note 8 - Loans by Type
(In Thousands) June 30, 2006 December 31, 2005
- --------------------------------------------------------------------------------
Commercial and industrial $150,798 $146,892
Real estate:
Mortgage 148,042 164,590
Mortgage - Churches & related 196,165 183,964
Construction 16,071 13,052
Construction - Churches & related 13,600 15,118
Industrial revenue bonds 5,381 4,514
Installment -- 107
Other 1,437 1,069
- --------------------------------------------------------------------------------
Total loans $531,494 $529,306
- --------------------------------------------------------------------------------
Note 9 - Commitments and Contingencies
In the normal course of business, the Company is party to activities that
contain credit, market and operational risks that are not reflected in whole or
in part in the Company's consolidated financial statements. Such activities
include traditional off-balance sheet credit-related financial instruments and
commitments under operating and capital leases. These financial instruments
include commitments to extend credit, commercial letters of credit and standby
letters of credit. The Company's maximum potential exposure to credit loss in
the event of nonperformance by the other party to the financial instrument for
commitments to extend credit, commercial letters of credit and standby letters
of credit is represented by the contractual amounts of those instruments. At
June 30, 2006, no amounts have been accrued for any estimated losses for these
instruments.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commercial
and standby letters of credit are conditional commitments issued by the Company
or its subsidiaries to guarantee the performance of a customer to a third party.
These off-balance sheet financial instruments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. At June 30,
2006 the balance of unused loan commitments, standby and commercial letters of
credit were $14,890,000, $6,911,000 and $2,789,000, respectively. Since some of
the financial instruments may expire without being drawn upon, the total amounts
do not necessarily represent future cash requirements. Commitments to extend
credit and letters of credit are subject to the same underwriting standards as
those financial instruments included on the consolidated balance sheets. The
Company evaluates each customer's credit worthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary upon extension of the credit,
is based on management's credit evaluation of the borrower. Collateral held
varies, but is generally accounts receivable, inventory, residential or
income-producing commercial property or equipment. In the event of
nonperformance, the Company or its subsidiaries may obtain and liquidate the
collateral to recover amounts paid under its guarantees on these financial
instruments.
-9-
The following table summarizes contractual cash obligations of the Company
related to operating and capital lease commitments, time deposits and
convertible subordinated debentures at June 30, 2006:
Amount of Commitment Expiration per Period
------------------------------------------
Less than 1-3 3-5 Over 5
(Dollars in Thousands) Total 1 Year Years Years Years
- ------------------------------------------------------------------------------------------------
Operating lease commitments $ 4,322 $ 596 $ 1,193 $ 774 $ 1,759
Capital lease commitments 2 2 -- -- --
Time deposits* 92,759 81,403 6,788 4,568 --
Convertible subordinated debentures* 3,700 -- -- -- 3,700
- ------------------------------------------------------------------------------------------------
Total $100,783 $ 82,001 $ 7,981 $ 5,342 $ 5,459
- ------------------------------------------------------------------------------------------------
* Includes principal payments only
The Company and its subsidiaries are involved in various pending legal actions
and proceedings in which claims for damages are asserted. Management, after
discussion with legal counsel, believes the ultimate resolution of these legal
actions and proceedings will not have a material effect upon the Company's
consolidated financial position or results of operations.
Note 10 - Stock-Based Compensation
The Company maintains stock-based incentive plans, which permit the awards of
restricted shares of common stock and the granting of options to acquire up to
693,000 shares of stock. Restricted shares are amortized to expense over the
three-year vesting period. Options currently vest and expire over a period not
to exceed seven years. The plans authorize the grant of awards in the form of
options intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code, options that do not qualify (non-statutory stock options)
and grants of restricted shares of common stock. The Company issues shares out
of treasury stock for restricted shares and option exercises.
Prior to fiscal 2006, the Company applied the intrinsic value-based method, as
outlined in Accounting Principles Board Opinion ("APB") No. 25, "Accounting for
Stock Issued to Employees," and related interpretations, in accounting for stock
options granted under these programs. Under the intrinsic value-based method, no
compensation expense was recognized if the exercise price of the Company's
employee stock options equaled the market price of the underlying stock on the
date of the grant. Accordingly, prior to fiscal year 2006, no compensation cost
was recognized in the accompanying consolidated statements of income on stock
options granted to employees, since all options granted under the Company's
share incentive programs had an exercise price equal to the market value of the
underlying common stock on the date of the grant.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123R ("SFAS No. 123R") "Share-based Payment." This statement
supersedes APB No. 25. SFAS No. 123R requires that all stock-based compensation
be recognized as an expense in the financial statements and that such cost be
measured at the fair value of the award. This statement was adopted using the
modified prospective method of application, which requires the Company to
recognize compensation expense on a prospective basis. Therefore, prior period
financial statements have not been restated. Under this method, in addition to
reflecting compensation expense for new share-based awards, expense is also
recognized to reflect the remaining service period of awards that had been
included in pro forma disclosures in prior periods. SFAS No. 123R also requires
that excess tax benefits related to stock option exercises be reflected as
financing cash inflows instead of operating cash inflows. For the six months
ended June 30, 2006, the only options exercised were incentive stock options
which did not generate any excess tax benefits for the Company. As of June 30,
2006, the total unrecognized compensation expense related to non-vested stock
options was $182,000 and the related weighted-average period over which it is
expected to be recognized is approximately 5.3 years. As of June 30, 2006, the
total unrecognized compensation expense related to non-vested stock awards was
$467,000 and the related weighted-average period over which it is expected to be
recognized is approximately 1.8 years.
The disclosures required by SFAS No. 123R are provided in the table below. The
Company uses the Black-Scholes option-pricing model to determine the fair value
of the stock options at the date of grant. There were 16,819 and 8,828 options
granted in the first six months of 2006 and 2005, respectively. The following
table represents the effect on basic and diluted earnings per share for the
periods ended June 30, 2005 assuming SFAS 123R had been adopted:
-10-
Three Months Ended Six Months Ended
June 30 June 30
(In Thousands except Per Share Data (1)) 2005 2005
- ------------------------------------------------------------------------------------------------------------
Net income from continuing operations
As reported $ 2,610 $ 5,561
Add: Stock-based compensation expense included
in reported net income, net of tax 23 41
Less: Stock-based compensation expense
determined under the fair-value-based method
for all awards, net of tax (28) (52)
- ------------------------------------------------------------------------------------------------------------
Pro forma net income from continuing operations $ 2,605 $ 5,550
Net income effect of subordinated convertible debentures 27 54
- ------------------------------------------------------------------------------------------------------------
Pro forma net income from continuing operations assuming
dilution $ 2,632 $ 5,604
- ------------------------------------------------------------------------------------------------------------
Net income from continuing operations per common share:
Basic, as reported $ .48 $ 1.01
Basic, pro forma .48 1.01
Diluted , as reported .47 .99
Diluted, pro forma .47 .99
- ------------------------------------------------------------------------------------------------------------
(1) Per share data has been restated for the 50% stock dividend issued on
September 15, 2005.
Following are the assumptions used to estimate the fair value of option grants
during the three and six month periods ended June 30, 2006 and 2005:
Three Months Ended Six Months Ended
June 30 June 30
- --------------------------------------------------------------------------------
2006 2005 2006 2005
Risk-free interest rate -- -- 4.37% 3.97%
Expected life -- -- 7 yrs. 7 yrs.
Expected volatility -- -- 5.00% 15.00%
Expected dividend yield -- -- 1.88% 2.32%
- --------------------------------------------------------------------------------
The risk-free interest rate is based on the zero-coupon U.S. Treasury yield for
the period equal to the expected life of the options at the time of the grant.
The expected life was derived using the historical exercise activity. The
Company uses historical volatility for a period equal to the expected life of
the options using average monthly closing market prices of the Company's stock.
The expected dividend yield is determined based on the Company's current rate of
annual dividends.
Under the treasury stock method, outstanding stock options are dilutive when the
average market price of the Company's common stock, when combined with the
effect of any unamortized compensation expense, exceeds the option price during
a period. In addition, proceeds from the assumed exercise of dilutive options
along with the related tax benefit are assumed to be used to repurchase common
shares at the average market price of such stock during the period.
Anti-dilutive shares are those option shares with exercise prices in excess of
the current market value.
A summary of the Company's stock option activity for the six-month period ended
June 30, 2006 is shown below.
Weighted- Average Aggregate
Average Remaining Intrinsic
Exercise Contractual Value
Shares Price Term Years ($000)
----------------------------------------------------------
Outstanding at December 31, 2005 139,901 $ 16.01
Granted 16,819 34.10
Exercised (89,817) 14.58
Forfeited or expired -- --
-------- --------
Outstanding at June 30, 2006 66,903 22.55 4.56 $ 1,851
==========================================================
Exercisable at June 30, 2006 5,270 $ 14.61 1.26 $ 188
==========================================================
The total intrinsic value of options exercised during the six-month period ended
June 30, 2006 was $1,623,000. The total intrinsic value of options exercised
during the three and six-month periods ended June 30, 2005 was $46,000 and
$113,000, respectively. In July, 2006, 3,250 options were exercised.
-11-
A summary of the activity of the non-vested shares during the six-month period
ended June 30, 2006 is shown below.
Weighted-
Average
Grant Date
Shares Fair Value
- --------------------------------------------------------------------------------
Nonvested at December 31, 2005 112,031 $ 2.73
Granted 16,819 4.88
Vested (67,217) 2.52
Forfeited -- --
- --------------------------------------------------------------------------------
Nonvested at June 30, 2006 61,633 $ 3.55
- --------------------------------------------------------------------------------
The weighted-average grant date fair value of options granted during the
six-month period ended June 30, 2006 was $4.88.
Note 11 - Defined Pension Plans
The Company has a noncontributory defined benefit pension plan, which covers
most of its employees. The Company accrues and makes contributions designed to
fund normal service costs on a current basis using the projected unit credit
with service proration method to amortize prior service costs arising from
improvements in pension benefits and qualifying service prior to the
establishment of the plan over a period of approximately 30 years. Disclosure
information is based on a measurement date of December 31 of the corresponding
year.
The following table represents the components of the net periodic pension costs
for 2005 and an estimate for 2006:
Estimated Actual
(In Thousands) 2006 2005
- --------------------------------------------------------------------------------
Service cost - benefits earned during the year $ 1,357 $ 1,292
Interest cost on projected benefit obligation 1,513 1,384
Expected return on plan assets (1,584) (1,312)
Net amortization 199 109
- --------------------------------------------------------------------------------
Net periodic pension cost $ 1,485 $ 1,473
- --------------------------------------------------------------------------------
Pension costs recorded to expense were $415,000 and $381,000 for the three-month
periods ended June 30, 2006 and 2005 ("Second Quarter of 2006 and 2005",
respectively). Pension costs recorded to expense were $753,000 and $693,000 for
the first six-month periods ending June 30, 2006 and 2005 ("First Half of 2006
and 2005", respectively). The Company has not made any contribution to the plan
during the six-month period ended June 30, 2006, but is expecting to contribute
approximately $1,495,000 in 2006.
In addition to the above funded benefit plan, the Company has an unfunded
supplemental executive retirement plan which covers key executives of the
Company. This is a noncontributory plan in which the Company and its
subsidiaries make accruals designed to fund normal service costs on a current
basis using the same method and criteria as its defined benefit plan. The
following table represents the components of the net periodic pension costs for
2005 and an estimate for 2006:
Estimated Actual
(In Thousands) 2006 2005
- --------------------------------------------------------------------------------
Service cost - benefits earned during the year $ -- $ (34)
Interest cost on projected benefit obligation 162 161
Net amortization 134 64
- --------------------------------------------------------------------------------
Net periodic pension cost $ 296 $ 191
- --------------------------------------------------------------------------------
Pension costs recorded to expense were $47,000 and $65,000 for the Second
Quarter of 2006 and 2005, respectively and were $95,000 and $95,000 for the
First Half of 2006 and 2005, respectively.
-12-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Cass Information Systems, Inc. provides payment and information processing
services to large manufacturing, distribution and retail enterprises from its
processing centers in St. Louis, Missouri, Columbus, Ohio, Boston, Massachusetts
and Greenville, South Carolina. The Company's services include freight invoice
rating, payment processing, auditing, and the generation of accounting and
transportation information. Cass also processes and pays utility invoices, which
includes electricity, gas and telecommunications expenses and is a provider of
telecom expense management solutions. Cass extracts, stores and presents
information from freight, utility and telecommunication invoices, assisting its
customers' transportation, energy and information technology managers in making
decisions that will enable them to improve operating performance. The Company
receives data from multiple sources, electronic and otherwise, and processes the
data to accomplish the specific operating requirements of its customers. It then
stores the data in a central repository for access and archiving. The data is
finally transformed into information through the Company's databases that allow
client interaction as required and provide Internet-based tools for analytical
processing. The Company also, through Cass Commercial Bank ("the Bank"), its St.
Louis, Missouri-based bank subsidiary, provides banking services in the St.
Louis metropolitan area, Orange County, California and other selected cities in
the United States. In addition to supporting the Company's payment operations,
the Bank provides banking services to its target markets, which include
privately-owned businesses and churches and church-related ministries.
The specific payment and information processing services provided to each
customer are developed individually to meet each customer's requirements which
can vary greatly. In addition, the degree of automation such as electronic data
interchange ("EDI"), imaging, and web-based solutions varies greatly among
customers and industries. These factors combine so that pricing varies greatly
among the customer base. In general, however, Cass is compensated for its
processing services through service fees and account balances that are generated
during the payment process. The amount, type and calculation of service fees
vary greatly by service offering, but generally follow the volume of
transactions processed. Interest income from the balances generated during the
payment processing cycle is affected by the amount of time Cass holds the funds
prior to payment and the dollar volume processed. Both the number of
transactions processed and the dollar volume processed are therefore key metrics
followed by management. Other factors will also influence revenue and
profitability, such as changes in the general level of interest rates which have
a significant effect on net interest income. The funds generated by these
processing activities are invested in overnight investments, investment grade
securities and loans generated by the Bank. The Bank earns most of its revenue
from net interest income, or the difference between the interest earned on its
loans and investments and the interest expense on its deposits. The Bank also
assesses fees on other services such as cash management services.
Industry-wide factors that impact the Company include the acceptance by large
corporations of the outsourcing of key business functions such as freight,
utility and telecommunication payment and audit. The benefits that can be
achieved by outsourcing transaction processing and the management information
generated by Cass' systems can be influenced by factors such as the competitive
pressures within industries to improve profitability, the general level of
transportation costs, deregulation of energy costs and consolidation of
telecommunication providers. Economic factors that impact the Company include
the general level of economic activity that can affect the volume and size of
invoices processed, the ability to hire and retain qualified staff and the
growth and quality of the loan portfolio. The general level of interest rates
also has a significant effect on the revenue of the Company.
On December 30, 2005, the Company's bank subsidiary sold the operating assets of
its wholly-owned subsidiary, GEMS, to N. Harris Computer Corporation for
$7,000,000 resulting in a pre-tax gain of $1,336,000. The assets, liabilities
and operating results of GEMS have been reclassified as discontinued operations
for all periods. GEMS developed and sold proprietary financial, human resource
and revenue management software to government entities. GEMS was acquired on
January 2, 2001 when the Company's bank subsidiary foreclosed on the operating
assets of a software company in order to protect its financial interests.
On July 7, 2006 the Company acquired 100% of the stock of Ntransit, Inc., a
company whose service provides auditing and expense management of parcel
shipments. While this acquisition does not meet the Regulation S-X criteria of a
significant business combination, it positions the Company to expand its
offerings in the specialized service and expertise in parcel shipping, which is
a unique segment of the transportation industry that has experienced tremendous
growth in recent years.
-13-
Currently, management views Cass' major opportunity and challenge as the
continued expansion of its payment and information processing service offerings
and customer base. Management intends to accomplish this by maintaining the
Company's lead in applied technology, which, when combined with the security and
processing controls of the Bank, makes Cass unique in the industry. This trend
has been positive over the past years and management anticipates that this
should continue in 2006. The general level of interest rates, particularly
short-term interest rates, began to increase in 2004 and continued through the
first six months of 2006. If rates continue to rise, the positive impact on net
interest income and net earnings will continue. Conversely, if rates decline
there will be a negative impact. Management intends to continue to refine its
risk management practices, monitor and manage the quality of the loan portfolio
and maintain a strong financial and liquidity position.
Critical Accounting Policies
The Company has prepared the consolidated financial information in this report
in accordance with U.S. GAAP. In preparing the consolidated financial statements
in accordance with U.S. GAAP, management makes estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the reporting period. These estimates
have been generally accurate in the past, have been consistent and have not
required any material changes. There can be no assurances that actual results
will not differ from those estimates. Certain accounting policies that require
significant management estimates and are deemed critical to our results of
operations or financial position have been discussed with the Audit Committee of
the Board of Directors and are described below.
Allowance for Loan Losses. The Company performs periodic and systematic detailed
reviews of its loan portfolio to assess overall collectability. The level of the
allowance for loan losses reflects management's estimate of the collectability
of the loan portfolio. Although these estimates are based on established
methodologies for determining allowance requirements, actual results can differ
significantly from estimated results. These policies affect both segments of the
Company. The impact and associated risks related to these policies on our
business operations are discussed in the "Provision and Allowance for Loan
Losses" section of this report.
Impairment of Assets. The Company periodically evaluates certain long-term
assets such as intangible assets including goodwill, foreclosed assets,
internally developed software and investments in private equity securities for
impairment. Generally, these assets are initially recorded at cost, and
recognition of impairment is required when events and circumstances indicate
that the carrying amounts of these assets will not be recoverable in the future.
If impairment occurs, various methods of measuring impairment may be called for
depending on the circumstances and type of asset, including quoted market
prices, estimates based on similar assets, and estimates based on valuation
techniques such as discounted projected cash flows. Assets held for sale are
carried at the lower of cost or fair value less costs to sell. These policies
affect both segments of the Company and require significant management
assumptions and estimates that could result in materially different results if
conditions or underlying circumstances change.
Income Taxes. The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes," which establishes financial accounting and
reporting standards for the effect of income taxes. The objectives of accounting
for income taxes are to recognize the amount of taxes payable or refundable for
the current year and deferred tax liabilities and assets for the future tax
consequences of events that have been recognized in an entity's financial
statements or tax returns. Judgment is required in addressing the future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns such as the realization of deferred tax assets,
changes in tax laws or interpretations thereof. In addition, the Company is
subject to the continuous examination of its income tax returns by the Internal
Revenue Service and other taxing authorities. A change in the assessment of the
outcomes of such matters could materially impact its consolidated financial
statements.
Stock-Based Compensation Plans. The Company adopted SFAS No. 123(R) "Share-Based
Payment," on the required effective date, January 1, 2006, using the modified
prospective transition method provided for under the standard. SFAS No. 123(R)
addresses the accounting for share-based payment transactions in which an
enterprise receives employee services in exchange for (a) equity instruments of
the enterprise or (b) liabilities that are based on the fair value of the
enterprise's equity instruments or that may be settled by the issuance of such
equity instruments. SFAS No. 123(R) requires an entity to recognize as
compensation expense the grant-date fair value of stock options and other
equity-based compensation granted to employees within the income statement using
a fair-value-based method, eliminating the intrinsic value method of accounting
previously permissible under APB No. 25, "Accounting for Stock Issued to
Employees" and related interpretations. Refer also to Note 10 "Stock-Based
Compensation."
Results of Operations
The following paragraphs more fully discuss the results of operations and
changes in financial condition for the Second Quarter of 2006 compared to the
Second Quarter of 2005 and the First Half of 2006 compared to the First Half of
-14-
2005. The following discussion and analysis should be read in conjunction with
the consolidated financial statements and related notes and with the statistical
information and financial data appearing in this report as well as the Company's
2005 Annual Report on Form 10-K. Results of operations for the Second Quarter of
2006 are not necessarily indicative of the results to be attained for any other
period.
Net Income
The following table summarizes the Company's operating results:
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- -----------------------------
(Dollars in Thousands except Per % %
Share Data) 2006 2005 Change 2006 2005 Change
- ---------------------------------------------------------------------------- -----------------------------
Net income $3,535 $2,584 36.8% $7,487 $5,351 39.9%
Net income from continuing operations $3,724 $2,610 42.7% $7,676 $5,561 38.0%
Diluted earnings per share $ .62 $ .46 34.8% $ 1.32 $ .95 38.9%
Diluted earnings per share from
continuing operations $ .65 $ .47 38.3% $ 1.35 $ .99 36.4%
Return on average assets 1.75% 1.37% -- 1.86% 1.44% --
Return on average equity 18.22% 14.65% -- 19.62% 15.39% --
- --------------------------------------------------------------------------------------------------------------
Fee Revenue and Other Income from Continuing Operations
The Company's fee revenue is derived mainly from freight and utility processing
and payment fees. As the Company provides its processing and payment services,
it is compensated by service fees which are typically calculated on a per-item
basis and by the accounts and drafts payable balances generated in the payment
process which can be used to generate interest income. Processing volumes
related to fees and accounts and drafts payable for the three and six-month
periods ended June 30, 2006 and 2005 were as follows:
Three Months Ended Six Months Ended
June 30 June 30
----------------------------------- ----------------------------------
% %
(In Thousands) 2006 2005 Change 2006 2005 Change
- ------------------------------------------------------------------------------- ----------------------------------
Freight Core Invoice Transaction Volume* 6,163 5,518 11.7% 12,157 10,673 13.9%
Freight Invoice Dollar Volume $ 3,624,224 $ 2,869,289 26.3% $ 7,074,300 $ 5,437,379 30.1%
Utility Transaction Volume 1,593 1,401 13.7% 3,096 2,804 10.4%
Utility Transaction Dollar Volume $ 1,275,735 $ 989,180 29.0% $ 2,649,950 $ 2,018,415 31.3%
Payment and Processing Fees $ 9,806 $ 8,737 12.2% $ 19,494 $ 17,329 12.5%
- ---------------------------------------------------------------------------------------------------------------------
*Core invoices exclude parcel shipments.
Second Quarter of 2006 compared to Second Quarter of 2005:
Freight transaction volume for the Second Quarter of 2006 increased mainly due
to increased activity with existing accounts and a growing customer base. Total
dollar volume processed by this division also increased during this period due
to the increased activity and larger average freight charges. The increase in
transaction and dollar volume from utility transactions increased primarily due
to new customers as the growth of this division continues. These increases in
transaction volume, combined with the expansion of the customer base in the
telecom division, drove the 12% increase in processing fees.
Bank service fees decreased $40,000 or 10%. This decrease was due primarily to
the fact that service fees decrease as the credit allowance for non-interest
bearing deposits increases with the general level of interest rates. There were
no gains from the sale of securities in the Second Quarter of 2006 and the
Second Quarter of 2005. Other income increased $41,000 in the Second Quarter of
2006.
First Half of 2006 compared to First Half of 2005:
Freight and Utility transaction volume and dollar volume increased for the First
Half of 2006 compared to 2005 due to the same factors discussed above for the
Second Quarter.
Bank service fees increased $180,000 or 24%. This increase was due primarily to
a penalty charged for the early withdrawal of a certificate of deposit by one
large bank customer during the First Quarter of 2006. There were no gains from
the sale of securities in the First Half of 2006 compared to a net gain of
$547,000 during the First Half of 2005. Other income increased $58,000 in the
First Half of 2006.
-15-
Net Interest Income
Net interest income is the difference between interest earned on loans,
investments, and other earning assets and interest expense on deposits and other
interest-bearing liabilities. Net interest income is a significant source of the
Company's revenues. The following table summarizes the changes in net interest
income and related factors for the three and six month periods ended June 30,
2006 and 2005:
Three Months Ended Six Months Ended
June 30 June 30
--------------------------------------- ---------------------------------------
% %
(Dollars in Thousands) 2006 2005 Change 2006 2005 Change
- ------------------------------------------------------------------------------- ---------------------------------------
Average earnings assets $ 737,204 $ 680,850 8.3% $ 740,320 $ 672,765 10.0%
Net interest income* 10,235 8,185 25.0% 20,251 15,940 27.0%
Net interest margin* 5.57% 4.82% -- 5.52% 4.78% --
Yield on earning assets* 6.39% 5.54% -- 6.29% 5.44% --
Rate on interest bearing liabilities 3.42% 2.43% -- 3.23% 2.26% --
- --------------------------------------------------------------------------------------------------------------------------
*Presented on a tax-equivalent basis assuming a tax rate of 35% .
Second Quarter of 2006 compared to Second Quarter of 2005:
The increase in net interest income was primarily due to a significant increase
in earning assets and an increase in yields on earning assets that exceeded the
counteracting effect of increases in rates paid on deposit accounts. The
increase in earning assets was funded by an increase in accounts and drafts
payable due to the increase in dollar volume processed that exceeded a decrease
in bank deposits. This decrease was caused mainly by management's decision to
reduce the balances of higher-cost funding. Yields on earning assets and rates
paid on deposit accounts both increased as the general level of interest rates
increased. However, as the balances of earning assets greatly exceed the
balances of interest-bearing deposits, the net effect on net interest margin was
positive.
Total average loans increased $13,322,000 or 3% to $527,842,000. This increase
was attributable to new business relationships and was funded by the increase in
accounts and drafts payable. Total average investment in debt and equity
securities increased $27,898,000 or 30% to $91,557,000 as the Company invested a
portion of the increase in payables. Total average federal funds sold and other
short-term investments increased $15,134,000 or 15% to $117,805,000. This
increase provides additional liquidity to the Company. For more information on
the changes in net interest income please refer to the tables that follow.
First Half of 2006 compared to First Half of 2005:
The increase in net interest income was primarily due to a significant increase
in earning assets and an increase in yields on earning assets that exceeded the
counteracting effect of increases in rates paid on deposit accounts. The
increase in earning assets was funded by an increase in accounts and drafts
payable due to the increase in dollar volume processed that exceeded a decrease
in bank deposits. This decrease was caused mainly by management's decision to
reduce the balances of higher-cost funding. Yields on earning assets and rates
paid on deposit accounts both increased as the general level of interest rates
increased. However, as the balances of earning assets greatly exceed the
balances of interest-bearing deposits, the net effect on net interest margin was
positive.
Total average loans increased $20,131,000 or 4% to $528,486,000. This increase
was attributable to new business relationships and was funded by the increase in
accounts and drafts payable. Total average investment in debt and equity
securities increased $26,397,000 or 40% to $93,166,000 as the Company invested a
portion of the increase in payables. Total average federal funds sold and other
short-term investments increased $21,027,000 or 22% to $118,668,000. This
increase provides additional liquidity to the Company. For more information on
the changes in net interest income please refer to the tables that follow.
The Company is positively affected by increases in the level of interest rates
due to the fact that its rate-sensitive assets significantly exceed its
rate-sensitive liabilities. This is primarily due to the noninterest-bearing
liabilities generated by the Company in the form of accounts and drafts payable.
Changes in interest rates will affect some earning assets such as federal funds
sold and floating rate loans immediately and some earning assets, such as fixed
rate loans and municipal bonds, over time.
-16-
Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rate and
Interest Differential
The following table shows the condensed average balance sheets for each of the
periods reported, the tax-equivalent interest income and expense on each
category of interest-earning assets and interest-bearing liabilities, and the
average yield on such categories of interest-earning assets and the average
rates paid on such categories of interest-bearing liabilities for each of the
periods reported.
Second Quarter 2006 Second Quarter 2005
---------------------------------- -----------------------------------
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
(Dollars in Thousands) Balance Expense Rate Balance Expense Rate
- -------------------------------------------------------------------------------------------------------------
Assets (1)
Earning assets:
Loans (2,3):
Taxable $ 522,277 $ 8,996 6.91% $ 509,637 $ 7,884 6.20%
Tax-exempt (4) 5,565 91 6.56 4,883 80 6.57
Debt and equity securities (5):
Taxable 25,336 272 4.31 28,749 203 2.83
Tax-exempt (4) 66,221 983 5.95 34,910 512 5.88
Federal funds sold and other
short-term investments 117,805 1,407 4.79 102,671 722 2.82
- -------------------------------------------------------------------------------------------------------------
Total earning assets 737,204 11,749 6.39 680,850 9,401 5.54
Nonearning assets:
Cash and due from banks 27,790 26,922
Premises and equipment, net 12,574 11,221
Bank owned life insurance 11,700 11,239
Goodwill and other intangibles 5,275 5,553
Other assets 22,181 21,331
Assets related to discontinued
operations 365 6,608
Allowance for loan losses (6,227) (5,860)
- -------------------------------------------------------------------------------------------------------------
Total assets $ 810,862 $ 757,864
- -------------------------------------------------------------------------------------------------------------
Liabilities And Shareholders' Equity (1)
Interest-bearing liabilities:
Interest-bearing demand
deposits $68,091 $ 382 2.25% $ 85,141 $ 385 1.81%
Savings deposits 21,076 117 2.23 24,468 101 1.66
Time deposits of
$100 or more 53,683 634 4.74 46,259 360 3.12
Other time deposits 30,849 331 4.30 41,412 320 3.10
- -------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 173,699 1,464 3.38 197,280 1,166 2.37
Short-term borrowings 137 1 2.93 143 1 2.80
Subordinated debentures 3,700 49 5.31 3,700 49 5.31
- -------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 177,536 1,514 3.42 201,123 1,216 2.43
Noninterest-bearing liabilities:
Demand deposits 97,863 98,729
Accounts and drafts payable 448,731 378,199
Other liabilities 8,564 6,922
Liabilities related to
discontinued operations 349 2,118
- -------------------------------------------------------------------------------------------------------------
Total liabilities 733,043 687,091
Shareholders' equity 77,819 70,773
Total liabilities and
shareholders' equity $810,862 $ 757,864
- -------------------------------------------------------------------------------------------------------------
Net interest income $ 10,235 $ 8,185
Interest spread 2.97% 3.11%
Net interest margin 5.57 4.82
- -------------------------------------------------------------------------------------------------------------
1. Balances shown are daily averages.
-17-
2. For purposes of these computations, nonaccrual loans are included in the
average loan amounts outstanding. Interest on nonaccrual loans is recorded
when received as discussed further in Note 1 to the Company's 2005
Consolidated Financial Statements, filed with the Company's 2005 Annual
Report on Form 10-K.
3. Interest income on loans includes net loan fees of $37,000 and $32,000 for
the Second Quarter of 2006 and 2005, respectively.
4. Interest income is presented on a tax-equivalent basis assuming a tax rate
of 35%. The tax-equivalent adjustment was approximately $375,000 and
$212,000 for the Second Quarter of 2006 and 2005, respectively.
5. For purposes of these computations, yields on investment securities are
computed as interest income divided by the average amortized cost of the
investments.
First Half of 2006 First Half of 2005
--------------------------------------- ----------------------------------
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
(Dollars in Thousands) Balance Expense Rate Balance Expense Rate
- -------------------------------------------------------------------------------------------------------------------------
Assets (1)
Earning assets:
Loans (2,3):
Taxable $523,194 $ 17,721 6.83% $503,450 $ 15,259 6.11%
Tax-exempt (4) 5,292 180 6.86 4,905 158 6.50
Debt and equity securities (5):
Taxable 26,983 537 4.01 28,659 375 2.64
Tax-exempt (4) 66,183 1,961 5.98 38,110 1,108 5.86
Federal funds sold and other
short-term investments 118,668 2,680 4.55 97,641 1,248 2.58
- -------------------------------------------------------------------------------------------------------------------------
Total earning assets 740,320 23,079 6.29 672,765 18,148 5.44
Nonearning assets:
Cash and due from banks 28,342 25,496
Premises and equipment, net 12,313 11,291
Bank owned life insurance 11,644 11,184
Goodwill and other intangibles 5,296 5,588
Other assets 21,395 21,932
Assets related to discontinued 150 6,205
operations
Allowance for loan losses (6,241) (5,963)
- -------------------------------------------------------------------------------------------------------------------------
Total assets $813,219 $748,498
- -------------------------------------------------------------------------------------------------------------------------
Liabilities And Shareholders' Equity (1)
Interest-bearing liabilities:
Interest-bearing demand deposits $ 75,560 $ 853 2.28% $ 84,601 $ 716 1.71%
Savings deposits 20,464 219 2.16 24,091 185 1.55
Time deposits of
$100 or more 45,459 1,016 4.51 47,415 684 2.91
Other time deposits 31,419 639 4.10 36,819 523 2.86
- -------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 172,902 2,727 3.18 192,926 2,108 2.20
Short-term borrowings 151 3 4.01 182 2 2.22
Subordinated debentures 3,700 98 5.34 3,700 98 5.34
- -------------------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 176,753 2,828 3.23 196,808 2,208 2.26
Noninterest-bearing liabilities:
Demand deposits 99,389 98,043
Accounts and drafts payable 452,240 374,447
Other liabilities 7,020 7,199
Liabilities related to discontinued
operations 876 1,890
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 736,278 678,387
Shareholders' equity 76,941 70,111
Total liabilities and
shareholders' equity $813,219 $748,498
- -------------------------------------------------------------------------------------------------------------------------
Net interest income $ 20,251 $ 15,940
Interest spread 3.06% 3.18%
Net interest margin 5.52 4.78
- -------------------------------------------------------------------------------------------------------------------------
-18-
1. Balances shown are daily averages.
2. For purposes of these computations, nonaccrual loans are included in the
average loan amounts outstanding. Interest on nonaccrual loans is recorded
when received as discussed further in Note 1 to the Company's 2005
Consolidated Financial Statements, filed with the Company's 2005 Annual
Report on Form 10-K.
3. Interest income on loans includes net loan fees of $109,000 and $68,000
for the First Half of 2006 and 2005, respectively.
4. Interest income is presented on a tax-equivalent basis assuming a tax rate
of 35%. The tax-equivalent adjustment was approximately $749,000 and
$441,000 for the First Half of 2006 and 2005, respectively.
5. For purposes of these computations, yields on investment securities are
computed as interest income divided by the average amortized cost of the
investments.
Analysis of Net Interest Income Changes
The following table presents the changes in interest income and expense between
periods due to changes in volume and interest rates. That portion of the change
in interest attributable to the combined rate/volume variance has been allocated
to rate and volume changes in proportion to the absolute dollar amounts of the
change in each.
Second Quarter
2006 Over 2005
------------------------------
(In Thousands) Volume Rate Total
- -------------------------------------------------------------------------------
Increase (decrease) in interest income:
Loans (1,2):
Taxable $ 200 $ 912 $ 1,112
Tax-exempt (3) 11 -- 11
Debt and equity securities:
Taxable (26) 95 69
Tax-exempt (3) 465 6 471
Federal funds sold and other
short-term investments 119 566 685
- -------------------------------------------------------------------------------
Total interest income 769 1,579 2,348
- -------------------------------------------------------------------------------
Interest expense on:
Interest-bearing demand deposits (85) 83 (2)
Savings deposits (15) 31 16
Time deposits of $100 or more 65 209 274
Other time deposits (94) 105 11
Short-term borrowings -- -- --
Subordinated debentures -- -- --
Total interest expense (129) 428 299
- -------------------------------------------------------------------------------
Net interest income $ 898 $ 1,151 $ 2,049
- -------------------------------------------------------------------------------
1. Average balances include nonaccrual loans.
2. Interest income includes net loan fees.
3. Interest income is presented on a tax-equivalent basis assuming a tax rate
of 35%.
First Half
2006 Over 2005
------------------------------
(In Thousands) Volume Rate Total
- --------------------------------------------------------------------------------
Increase (decrease) in interest income:
Loans (1,2):
Taxable $ 616 $ 1,846 $ 2,462
Tax-exempt (3) 13 9 22
Debt and equity securities:
Taxable (23) 185 162
Tax-exempt (3) 831 22 853
Federal funds sold and other
short-term investments 314 1,118 1,432
- --------------------------------------------------------------------------------
Total interest income 1,751 3,180 4,931
- --------------------------------------------------------------------------------
Interest expense on:
Interest-bearing demand deposits (83) 220 137
Savings deposits (31) 65 34
Time deposits of $100 or more (29) 361 332
Other time deposits (85) 201 116
Short-term borrowings -- 1 1
Subordinated debentures -- -- --
------------------------------
Total interest expense (228) 848 620
- --------------------------------------------------------------------------------
Net interest income $ 1,979 $ 2,332 $ 4,311
- --------------------------------------------------------------------------------
-19-
4. Average balances include nonaccrual loans.
5. Interest income includes net loan fees.
6. Interest income is presented on a tax-equivalent basis assuming a tax rate
of 35%.
Provision and Allowance for Loan Losses
An important determinant of the Company's operating results is the provision for
loan losses and the level of loans charged off. There was a $150,000 and
$200,000 provision made for loan losses during the Second Quarter of 2006 and
the Second Quarter of 2005, respectively. There was a $300,000 and $400,000
provision made for loan losses during the First Half of 2006 and the First Half
of 2005, respectively. As discussed below, the Company continually analyzes the
outstanding loan portfolio based on the performance, financial condition and
collateralization of the credits. There was $51,000 of net loan charge-offs in
the Second Quarter of 2006 and $3,000 of recoveries in the Second Quarter 2005.
There was $272,000 of net loan charge-offs in the First Half of 2006 and
$428,000 in the First Half 2005.
The allowance for loan losses at June 30, 2006 was $6,312,000 and at December
31, 2005 was $6,284,000. The ratio of allowance for loan losses to total loans
outstanding at June 30, 2006 was 1.19%, the same as at December 31, 2005.
Nonperforming loans were $1,582,000 or .30% of total loans at June 30, 2006
compared to $1,464,000 or .28% of total loans at December 31, 2005.
At June 30, 2006, nonperforming loans, which are also considered impaired,
consisted of $1,582,000 in non-accrual loans as shown in the following table.
This total consists of three loans that relate to businesses that are for sale
or are in process of liquidation. Nonperforming loans at December 31, 2005
consisted of $983,000 in non-accrual loans and $481,000 in loans that were still
accruing interest although past due for over 90 days. Total nonperforming loans
increased $924,000 from June 30, 2005 to June 30, 2006. This increase was
primarily due to the addition of one loan for $1,152,000 to an imaging company
in which the Company previously had an equity investment that was written off in
December, 2005.
In addition to the nonperforming loans discussed above, at June 30, 2006,
approximately $5,700,000 of loans not included in the table below were
identified by management as having potential credit problems. They may also be
classified for regulatory purposes. These loans are excluded from the table due
to the fact they are current under the original terms of the loans, however
circumstances have raised doubts as to the ability of the borrowers to comply
with the current loan repayment terms. Included in this balance is $3,565,000
related to one borrower that was renegotiated several years ago and although
current under the new terms of the contract, management believes, due to the
financial condition of the borrower, there still remains risk as to the
collectability of all amounts under the loan agreement. The remaining loans are
closely monitored by management and have specific reserves established for the
estimated loss exposure.
The allowance for loan losses has been established and is maintained to absorb
probable losses in the loan portfolio. An ongoing assessment of risk of loss is
performed to determine if the current balance of the allowance is adequate to
cover probable losses in the portfolio. A charge or credit is made to expense to
cover any deficiency or reduce any excess. The current methodology employed to
determine the appropriate allowance consists of two components, specific and
general. The Company develops specific valuation allowances on commercial, real
estate, and construction loans based on individual review of these loans and an
estimate of the borrower's ability to repay the loan given the availability of
collateral, other sources of cash flow and collection options available. The
general component relates to all other loans, which are evaluated based on loan
grade. The loan grade assigned to each loan is typically evaluated on an annual
basis, unless circumstances require interim evaluation. The Company assigns a
reserve amount consistent with each loan's rating category. The reserve amount
is based on derived loss experience over prescribed periods. In addition to the
amounts derived from the loan grades, a portion is added to the general reserve
to take into account other factors including national and local economic
conditions, downturns in specific industries including loss in collateral value,
trends in credit quality at the Company and the banking industry, and trends in
risk rating changes. As part of their examination process, federal and state
agencies review the Company's methodology for maintaining the allowance for loan
losses and the balance in the account. These agencies may require the Company to
increase the allowance for loan losses based on their judgments and
interpretations about information available to them at the time of their
examination.
-20-
Summary of Asset Quality
Three Months Ended Six Months Ended
June 30 June 30
----------------------- -----------------------
(Dollars in Thousands) 2006 2005 2006 2005
- ----------------------------------------------------------------------------------------------------------------
Allowance at beginning of period $ 6,213 $ 5,806 $ 6,284 $ 6,037
Provision charged to expense 150 200 300 400
Loans charged off 54 -- 278 448
Recoveries on loans previously charged off 3 3 6 20
- ----------------------------------------------------------------------------------------------------------------
Net loans charged-off (recovered) 51 (3) 272 428
Allowance at end of period $ 6,312 $ 6,009 $ 6,312 $ 6,009
- ----------------------------------------------------------------------------------------------------------------
Loans outstanding:
Average $ 527,842 $ 514,520 $ 528,486 $ 508,355
June 30 531,494 514,083 531,494 514,083
Ratio of allowance for loan losses to loans outstanding:
Average 1.20% 1.17% 1.19% 1.18%
June 30 1.19 1.17 1.19% 1.17
Nonperforming loans:
Nonaccrual loans $ 1,582 $ 658 $ 1,582 $ 658
Loans past due 90 days or more -- -- -- --
Renegotiated loans -- -- -- --
- ----------------------------------------------------------------------------------------------------------------
Total non performing loans $ 1,582 $ 658 $ 1,582 $ 658
Foreclosed assets -- -- -- --
- ----------------------------------------------------------------------------------------------------------------
Nonperforming loans as percentage of average loans .30% .13% .30% .13%
- ----------------------------------------------------------------------------------------------------------------
The Bank had no properties carried as other real estate owned as of June 30,
2006 and 2005 and December 31, 2005.
Operating Expense from Continuing Operations
Total operating expense for the Second Quarter of 2006 increased $1,245,000 or
10% to $14,284,000 compared to the Second Quarter of 2005 due primarily to
expenses related to the 12% growth in processing activity. Total operating
expense for the First Half of 2006 increased $2,527,000 or 10% to $28,153,000
compared to the First Half of 2005 due primarily to expenses related to the 12%
growth in processing activity.
Salaries and benefits expense for the Second Quarter of 2006 increased $782,000
or 8% to $10,267,000 compared to the Second Quarter of 2005 and increased
$1,857,000 or 10% to $20,537,000 for the First Half of 2006 compared to the
First Half of 2005 primarily due to additional headcount to service new
transaction business and an increase in bonuses related to the earnings increase
over the comparable period last year.
Occupancy expense for the Second Quarter of 2006 decreased $23,000 or 5% to
$485,000 from the Second Quarter of 2005 and decreased $4,000 from the First
Half of 2005 compared to the First Half of 2006 primarily due to building lot
repairs in the Second Quarter of 2005.
Equipment expense for the Second Quarter of 2006 increased $27,000 or 4%
compared to the Second Quarter of 2005 due to additional depreciation on asset
purchases and decreased $34,000 from the First Half of 2005 compared to the
First Half of 2006 mainly due to the amortization of internally developed
software that was fully amortized in the Fourth Quarter of 2005.
Amortization of intangible assets was $43,000 for the Second Quarters of 2006
and 2005 and $86,000 for the First Halves of 2006 and 2005.
Other operating expense for the Second Quarter of 2006 increased $459,000, or
20% compared to the Second Quarter of 2005 and increased $708,000 from the First
Half of 2005 compared to the First Half of 2006. The increases were due to
increases in outside services expense and expenses related to the Bank's 100th
year anniversary celebrations.
Income tax expense for the Second Quarter of 2006 increased $649,000 or 46%
compared to the Second Quarter of 2005 and increased $1,316,000 for the First
Half of 2006 compared to the First Half of 2005. The effective tax rate was
35.6% and 35.0% for the Second Quarters of 2006 and 2005, respectively and was
35.3% and 34.1% for the Second Halves of 2006 and 2005, respectively. The
increase in the effective tax rate was due to an increase in the Company's
federal statutory tax rate in 2006 to 35% vs. 34% in 2005.
-21-
Financial Condition
Total assets at June 30, 2006 were $826,722,000, an increase of $8,024,000, or
1% from December 31, 2005. The most significant changes in asset balances during
this period was an increase of $7,825,000 or 7% in federal funds sold and other
short-term investments. Changes in federal funds sold and other short-term
investments reflect the Company's daily liquidity position and are affected by
the changes in the other asset balances and changes in deposit and accounts and
draft payable balances.
Total liabilities were $746,630,000, an increase of $3,213,000, or less than 1%
from December 31, 2005. Total deposits at June 30, 2006 were $276,250,000, a
decrease of $10,748,000 or 4%. Accounts and drafts payable were $457,762,000, an
increase of $11,951,000 or 3%. Total shareholders' equity at June 30, 2006 was
$80,092,000, a $4,811,000 or 6% increase from December 31, 2005.
Deposits in the First Half of 2006 decreased as customers moved funds into other
higher-yielding investments. Accounts and drafts payable will fluctuate from
period-end to period-end due to the payment processing cycle, which results in
lower balances on days when checks clear and higher balances on days when checks
are issued. For this reason, average balances are a more meaningful measure of
accounts and drafts payable (for average balances refer to the tables under the
"Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rate and
Interest Differential" section of this report).
The increase in total shareholders' equity resulted from net income of
$7,487,000, cash received on the exercise of stock options of $322,000, $32,000
tax benefit on stock and option awards, $104,000 from the amortization of stock
bonus awards, offset by dividends paid of $1,778,000 ($.16 per share), purchase
of common shares for treasury of $870,000 and a decrease in other comprehensive
income of $486,000.
Liquidity and Capital Resources
The balance of liquid assets consists of cash and cash equivalents, which
include cash and due from banks, federal funds sold and money market funds, and
was $154,303,000 at June 30, 2006, an increase of $4,611,000 or 3% from December
31, 2005. At June 30, 2006 these assets represented 19% of total assets. These
funds are the Company's and its subsidiaries' primary source of liquidity to
meet future expected and unexpected loan demand, depositor withdrawals or
reductions in accounts and drafts payable.
Secondary sources of liquidity include the investment portfolio and borrowing
lines. Total investment in securities was $89,790,000 at June 30, 2006, a
decrease of $5,069,000 from December 31, 2005. These assets represented 11% of
total assets at June 30, 2006. Of this total, 73% were state and political
subdivision securities, 22% were U.S. Treasury securities, 4% were U.S.
government agencies and 1% was other securities. Of the total portfolio, 23%
mature in one year, 22% mature in one to five years, and 55% mature in five or
more years. During the Second Quarter of 2006 the Company did not sell any
securities.
The Bank has unsecured lines of credit at correspondent banks to purchase
federal funds up to a maximum of $29,000,000. Additionally, the Bank maintains a
line of credit at unaffiliated financial institutions in the maximum amount of
$63,964,000 collateralized by U.S. Treasury and agency securities and commercial
and residential mortgage loans.
The deposits of the Company's banking subsidiary have historically been stable,
consisting of a sizable volume of core deposits related to customers that
utilize other commercial products of the Bank. The accounts and drafts payable
generated by the Company has also historically been a stable source of funds.
Net cash flows provided by operating activities were $8,531,000 for the First
Half of 2006 compared with $6,772,000 for the First Half of 2005. This increase
is attributable to the increase in net income from continuing operations of
$2,115,000, the increase in net income taxes deferred and payable of $1,386,000,
the absence of a gain on sales of investment securities in 2006 compared to
$547,000 in 2005, offset by a decrease of $1,526,000 in operating activities
related to discontinued operations and the other normal fluctuations in asset
and liability accounts. Net cash flows from investing and financing activities
fluctuate greatly as the Company actively manages its investment and loan
portfolios and customer activity influences changes in deposit and accounts and
drafts payable balances. Other causes for the changes in these account balances
are discussed earlier in this report. Due to the daily fluctuations in these
account balances, the analysis of changes in average balances, also discussed
earlier in this report, can be more indicative of underlying activity than the
period-end balances used in the statements of cash flows. Management anticipates
that cash and cash equivalents, maturing investments and cash from operations
will continue to be sufficient to fund the Company's operations and capital
expenditures in 2006.
-22-
The Company faces market risk to the extent that its net interest income and
fair market value of equity are affected by changes in market interest rates.
For information regarding the market risk of the Company's financial
instruments, see Item 3. "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK".
Risk-based capital guidelines require the Company to meet a minimum total
capital ratio of 8.0% of which at least 4.0% must consist of Tier 1 capital.
Tier 1 capital generally consists of (a) common shareholders' equity (excluding
the unrealized market value adjustments on the available-for-sale securities),
(b) qualifying perpetual preferred stock and related surplus subject to certain
limitations specified by the FDIC, (c) minority interests in the equity accounts
of consolidated subsidiaries less (d) goodwill, (e) mortgage servicing rights
within certain limits, and (f) any other intangible assets and investments in
subsidiaries that the FDIC determines should be deducted from Tier 1 capital.
The FDIC also requires a minimum leverage ratio of 3.0%, defined as the ratio of
Tier 1 capital less purchased mortgage servicing rights to total assets, for
banking organizations deemed the strongest and most highly rated by banking
regulators. A higher minimum leverage ratio is required of less highly-rated
banking organizations. Total capital, a measure of capital adequacy, includes
Tier 1 capital, allowance for loan losses, and debt considered equity for
regulatory capital purposes.
The Company and the Bank continue to exceed all regulatory capital requirements,
as evidenced by the following capital amounts and ratios at June 30, 2006 and
December 31, 2005:
June 30, 2006 (In Thousands) Amount Ratio
- --------------------------------------------------------------------------------
Total capital (to risk-weighted assets)
Cass Information Systems, Inc. $85,815 13.54%
Cass Commercial Bank 42,864 15.20
Tier I capital (to risk-weighted assets)
Cass Information Systems, Inc. $75,803 11.96%
Cass Commercial Bank 38,540 13.67
Tier I capital (to average assets)
Cass Information Systems, Inc. $75,803 9.41%
Cass Commercial Bank 38,540 11.90
- --------------------------------------------------------------------------------
December 31, 2005 (In Thousands) Amount Ratio
- --------------------------------------------------------------------------------
Total capital (to risk-weighted assets)
Cass Information Systems, Inc. $80,066 12.80%
Cass Commercial Bank 42,597 14.64
Tier I capital (to risk-weighted assets)
Cass Information Systems, Inc. $70,082 11.21%
Cass Commercial Bank 38,251 13.15
Tier I capital (to average assets)
Cass Information Systems, Inc. $70,082 8.52%
Cass Commercial Bank 38,251 11.16
- --------------------------------------------------------------------------------
Stock Dividend
On July 18, 2006 the Board of Directors approved a 50% stock dividend payable
September 15, 2006 to shareholders of record at the close of trading September
1, 2006. Shareholders will receive one additional share of the Company's stock
for each two shares owned. No fractional shares will be issued. Shareholders
will receive cash for any fractional shares owned based on the July 18, 2006
closing sale price of $41.96 per share, as reported by NASDAQ.
Inflation
The Company's assets and liabilities are primarily monetary, consisting of cash,
cash equivalents, securities, loans, payables and deposits. Monetary assets and
liabilities are those that can be converted into a fixed number of dollars. The
Company's consolidated balance sheet reflects a net positive monetary position
(monetary assets exceed monetary liabilities). During periods of inflation, the
holding of a net positive monetary position will result in an overall decline in
the purchasing power of a company. Management believes that replacement costs of
equipment, furniture, and leasehold improvements will not materially affect
operations. The rate of inflation does affect certain expenses, such as those
for employee compensation, which may not be readily recoverable in the price of
the Company's services.
-23-
Impact of New Accounting Pronouncements
In November 2005, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position ("FSP") FAS 115-1 and 124-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The guidance addresses
the determination of when an investment is considered impaired, whether that
impairment is other than temporary, and the measurement of an impairment loss.
The FSP also includes accounting considerations subsequent to the recognition of
an other-than-temporary impairment and requires certain disclosures about
unrealized losses that have not been recognized as other-than-temporary
impairments. The guidance in this FSP amends FASB Statement No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," and adds a footnote to
APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common
Stock." The guidance in this FSP nullifies certain requirements of the Emerging
Issues Task Force, ("EITF") Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments," and supersedes EITF
Abstracts, Topic D-44, "Recognition of Other-Than-Temporary Impairment upon the
Planned Sale of a Security Whose Cost Exceeds Fair Value." The Company applied
this guidance effective January 1, 2006 and there was no material impact on its
consolidated financial statements.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based
Payment". This Statement addresses the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. The Statement
eliminates the ability to account for share-based compensation transactions
using APB Opinion No. 25, "Accounting for Stock Issued to Employees", and
generally requires instead that such transactions be accounted for using a
fair-value based method. For public entities, the cost of employee services
received in exchange for an award of equity instruments, such as stock options,
will be measured based on the grant-date fair value of those instruments, and
that cost will be recognized over the period during which an employee is
required to provide service in exchange for the award (usually the vesting
period). This Statement was adopted by the Company on January 1, 2006. The
implementation of SFAS No. 123R did not have a material effect on the Company's
financial condition or results of operations. See Note 10 to the financial
statements.
In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections" as a replacement of APB Opinion No. 20 and FASB Statement No. 3.
This Statement applies to all voluntary changes in accounting principles and
changes required by an accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. This Statement
carries forward without change the guidance contained in APB Opinion No. 20 for
reporting the correction of an error in previously issued financial statements
and a change in accounting estimate. This Statement also carries forward the
guidance in APB Opinion No. 20 requiring justification of a change in accounting
principle on the basis of preferability. This Statement was adopted by the
Company on January 1, 2006 and there was no material impact on its consolidated
financial statements.
In June 2006, the FASB issued FASB Interpretation No. 48 "Accounting for
Uncertainty in Income Taxes", an Interpretation of SFAS No. 109 "Accounting for
Income Taxes". FASB Interpretation No. 48 clarifies the accounting for
uncertainty in income taxes in financial statements and prescribes a recognition
threshold and measurement attribute for financial statement recognition and
measurement of a tax position taken or expected to be taken. The Interpretation
also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. The FASB
Interpretation is effective for fiscal years beginning after December 15, 2006.
The Company is currently evaluating the requirements of FASB Interpretation No.
48 to determine the impact on its financial condition and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As described in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005, the Company manages its interest rate risk through
measurement techniques that include gap analysis and a simulation model. As part
of the risk management process, asset/liability management policies are
established and monitored by management. The policy objective is to limit the
change in annualized net interest income to 15% from an immediate and sustained
parallel change in interest rates of 200 basis points. Based on the Company's
most recent evaluation, management does not believe the Company's risk position
at June 30, 2006 has changed materially from that at December 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures designed to ensure that
the information it is required to disclose in the reports it files with the
Securities and Exchange Commission ("SEC") is recorded, processed, summarized
and reported to management, including the Chief Executive Officer and Principal
Financial Officer, within the time periods specified in the rules of the SEC.
The Company's Chief Executive and Principal Financial Officer have evaluated the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30,
2006 and based on their evaluation, believe that, as of June 30, 2006, these
procedures were effective at the reasonable assurance level to ensure that the
Company is able to collect, process and disclose the information it is required
to disclose in the reports it files with the SEC within the required time
periods.
-24-
There were no changes in the Second Quarter of 2006 in the Company's internal
control over financial reporting identified by the Chief Executive and Principal
Financial Officer in connection with their evaluation that materially affected
or are reasonably likely to materially affect the Company's internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended).
-25-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are not involved in any pending
proceedings other than ordinary routine litigation incidental to its
businesses. Management believes none of these proceedings, if determined
adversely, would have a material effect on the business or financial
conditions of the Company or its subsidiaries.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors as previously
disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company maintains a treasury stock buyback program pursuant to which
the Board of Directors authorized the repurchase of up to 250,000 shares
of the Company's common stock effective as of April 18, 2006. The Company
repurchased 20,000 shares during the three months ended June 30, 2006.
Repurchases are made in the open market or through negotiated transactions
from time to time depending on market conditions. The information
contained in Note 5 to the financial statements filed with this report is
incorporated herein by reference.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of the shareholders of Cass Information Systems,
Inc. held on April 17, 2006, the following proposal was voted on and
approved:
The following is a summary of votes cast. No broker non-votes were
received.
Proposal to elect four Directors for a term of three years ending 2009:
For Withheld Authority
----------------- ------------------
Robert J. Bodine 4,255,574 92,124
Robert A. Ebel 4,256,231 91,467
Harry J. Krieg 4,131,199 216,499
Franklin D. Wicks, Jr. 4,273,462 74,236
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
-26-
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.
CASS INFORMATION SYSTEMS, INC.
DATE: August 8, 2006 By /s/ Lawrence A. Collett
------------------------------------
Lawrence A. Collett
Chairman and Chief Executive Officer
(Principal Executive Officer)
DATE: August 8, 2006 By /s/ P. Stephen Appelbaum
------------------------------------
P. Stephen Appelbaum
Chief Financial Officer
(Principal Financial and
Accounting Officer)
-27-
Exhibit 31.1
CERTIFICATIONS
I, Lawrence A. Collett, Chairman and Chief Executive Officer of Cass Information
Systems, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cass Information
Systems, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 8, 2006
/s/ Lawrence A. Collett
------------------------------------
Lawrence A. Collett
Chairman and Chief Executive Officer
(Principal Executive Officer)
-28-
Exhibit 31.2
CERTIFICATIONS
I P. Stephen Appelbaum, Chief Financial Officer of Cass Information Systems,
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cass Information
Systems, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 8, 2006
/s/ P. Stephen Appelbaum
-----------------------------
P. Stephen Appelbaum
Chief Financial Officer
(Principal Financial and
Accounting Officer)
-29-
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cass Information Systems, Inc. ("the
Company") on Form 10-Q for the period ended June 30, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Lawrence A. Collett, Chairman and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Lawrence A. Collett
------------------------------------
Lawrence A. Collett
Chairman and Chief Executive Officer
(Principal Executive Officer)
August 8, 2006
A signed original of this written statement required by Section 906 has been
provided to Cass Information Systems, Inc. and will be retained by Cass
Information Systems, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
-30-
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cass Information Systems, Inc. ("the
Company") on Form 10-K for the period ended June 30, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, P.
Stephen Appelbaum, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ P. Stephen Appelbaum
-------------------------------
P. Stephen Appelbaum
Chief Financial Officer
(Principal Financial and
Accounting Officer)
August 8, 2006
A signed original of this written statement required by Section 906 has been
provided to Cass Information Systems, Inc. and will be retained by Cass
Information Systems, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
-31-