1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
COMMISSION FILE NO. 2-80070
---------------------
CASS COMMERCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF MISSOURI
I.R.S. EMPLOYER IDENTIFICATION NO. 43-1265338
13001 HOLLENBERG DRIVE, BRIDGETON, MISSOURI 63044
TELEPHONE: (314) 506-5500
--------------------
Indicate by check mark whether the registrant 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, and has been subject to such filing
requirements for the past 90 days.
Yes X No
--- -----
The number of shares outstanding of registrant's only class of stock as
of October 30, 2000: Common stock, par value $.50 per share - 3,369,137
shares outstanding.
- ----------------------------------------------------------------------------
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
- ----------------------------------------------------------------------------
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CASS COMMERCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands except Per Share Data)
SEPTEMBER 30 DECEMBER 31
2000 1999
Assets
Cash and due from banks $ 21,281 $ 18,497
Federal funds sold and other short-term investments 83,009 105,720
-------- --------
Cash and cash equivalents 104,290 124,217
-------- --------
Investment in debt and equity securities:
Held-to-maturity, fair value of $9,727
and $25,381 at September 30, 2000
and December 31, 1999, respectively 9,760 25,554
Available-for-sale, at fair value 69,801 57,442
-------- --------
Total investment in debt and equity securities 79,561 82,996
-------- --------
Loans 348,090 278,343
Less: Allowance for loan losses 4,512 4,282
-------- --------
Loans, net 343,578 274,061
-------- --------
Premises and equipment, net 10,172 9,181
Accrued interest receivable 3,361 2,764
Other assets 7,663 7,626
-------- --------
Total assets $548,625 $500,845
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
- ------------
Deposits:
Noninterest-bearing $ 80,847 $ 91,672
Interest-bearing 114,094 97,064
-------- --------
Total deposits 194,941 188,736
Accounts and drafts payable 295,139 249,894
Short-term borrowings -- 208
Other liabilities 5,279 5,444
-------- --------
Total liabilities 495,359 444,282
-------- --------
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
4,000,000 shares issued 2,000 2,000
Surplus 5,066 5,087
Retained earnings 57,999 54,814
Accumulated other comprehensive loss (302) (417)
Common shares in treasury, at cost (602,863 shares at
September 30, 2000 and 277,149 shares at December 31, 1999) (11,382) (4,770)
Unamortized stock bonus awards (115) (151)
-------- --------
Total shareholders' equity 53,266 56,563
-------- --------
Total liabilities and shareholders' equity $548,625 $500,845
======== ========
See accompanying notes to consolidated financial statements.
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CASS COMMERCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands except Per Share Data)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ----------------------
2000 1999 2000 1999
INTEREST INCOME:
Interest and fees on loans $ 7,164 $5,468 $20,151 $14,740
Interest and dividends on debt and equity securities:
Taxable 1,283 1,206 4,039 3,546
Exempt from federal income taxes 14 16 44 48
Interest on federal funds sold and
other short-term investments 999 1,222 2,575 4,256
------- ------ ------- -------
Total interest income 9,460 7,912 26,809 22,590
------- ------ ------- -------
INTEREST EXPENSE:
Interest on deposits 1,464 1,173 3,489 3,288
Interest on short-term borrowings 13 2 20 6
------- ------ ------- -------
Total interest expense 1,477 1,175 3,509 3,294
------- ------ ------- -------
Net interest income 7,983 6,737 23,300 19,296
Provision for loan losses 100 -- 350 --
------- ------ ------- -------
Net interest income after provision
for loan losses 7,883 6,737 22,950 19,296
------- ------ ------- -------
NONINTEREST INCOME:
Freight and utility payment and processing revenue 4,651 4,949 14,836 15,205
Bank service fees 346 293 1,054 797
Other 69 77 192 138
------- ------ ------- -------
Total noninterest income 5,066 5,319 16,082 16,140
------- ------ ------- -------
NONINTEREST EXPENSE:
Salaries and employee benefits 7,099 6,479 21,106 19,102
Occupancy expense 457 428 1,334 1,286
Equipment expense 772 663 2,291 1,970
Other 1,955 1,898 6,071 5,812
------- ------ ------- -------
Total noninterest expense 10,283 9,468 30,802 28,170
------- ------ ------- -------
Income before income tax expense 2,666 2,588 8,230 7,266
Income tax expense 946 940 2,934 2,612
------- ------ ------- -------
Net income $ 1,720 $1,648 $ 5,296 $ 4,654
======= ====== ======= =======
Earnings per share:
Basic $.50 $.44 $1.50 $1.22
Diluted $.49 $.43 $1.48 $1.20
Weighted average shares outstanding:
Basic 3,435,722 3,753,951 3,526,471 3,805,610
Effect of stock options and awards 46,556 59,000 46,479 58,104
Diluted 3,482,278 3,812,951 3,572,950 3,863,714
See accompanying notes to consolidated financial statements.
-3-
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CASS COMMERCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
NINE MONTHS ENDED
SEPTEMBER 30
--------------------------------
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,296 $ 4,654
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,950 1,752
Provision for loan losses 350 --
Amortization of stock bonus awards 60 50
Increase in accrued interest receivable (597) (76)
Decrease (increase) in prepaid expenses (45) 571
Increase (decrease) in deferred income (1,075) 193
Decrease in income tax liability (126) (316)
Other operating activities, net 941 1,093
-------- --------
Net cash provided by operating activities 6,754 7,921
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of debt and equity securities:
Held-to-maturity 15,664 22,892
Available-for-sale 6,664 1,498
Purchase of debt and equity securities available-for-sale (18,889) (20,986)
Net increase in loans (69,867) (58,011)
Purchases of premises and equipment, net (2,717) (1,411)
-------- --------
Net cash used in investing activities (69,145) (56,018)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in noninterest-bearing demand deposits (10,825) (5,482)
Net increase in interest-bearing demand and savings deposits 17,388 3,634
Net decrease in time deposits (358) (185)
Net increase (decrease) in accounts and drafts payable 45,245 (26,534)
Net decrease in short-term borrowings (208) (116)
Cash proceeds from exercise of stock options 47 81
Cash dividends paid (2,110) (2,171)
Purchase of common shares for treasury (6,715) (2,952)
-------- --------
Net cash provided by (used in) financing activities 42,464 (33,725)
-------- --------
Net decrease in cash and cash equivalents (19,927) (81,822)
Cash and cash equivalents at beginning of period 124,217 179,385
-------- --------
Cash and cash equivalents at end of period $104,290 $ 97,563
======== ========
Supplemental information:
Cash paid for interest $ 3,476 $ 3,290
Cash paid for income taxes 3,512 2,501
See accompanying notes to consolidated financial statements.
-4-
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CASS COMMERCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles 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 generally accepted
accounting principles 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. Operating
results for the period ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2000. For further information, refer to the consolidated financial
statements and related footnotes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
Note 2 - Impact of New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133) which establishes
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. In June 1999, the FASB issued Statement of
Financial Accounting Standards No. 137, Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB No. 133,
which defers the effective date of SFAS 133 from fiscal years beginning after
June 15, 1999 to fiscal years beginning after June 15, 2000. Earlier
application of SFAS 133, as amended, is encouraged but should not be applied
retroactively to financial statements of prior periods. In June 2000, the
FASB issued Statement of Financial Accounting Financial Standards No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities,
which addresses certain issues causing implementation difficulties. Since
the Company does not participate in any derivative or hedging activities,
SFAS 133, as amended, will have no impact on the Company's consolidated
financial position and results of operations.
Note 3 - Loans by Type
(DOLLARS IN THOUSANDS) SEPTEMBER 30, 2000 DECEMBER 31, 1999
==============================================================================
Commercial and industrial $128,436 $106,444
Real estate:
Mortgage 112,861 86,171
Mortgage - Churches & Related 62,032 43,311
Construction 12,388 6,987
Construction - Churches & Related 17,543 22,646
Industrial revenue bonds 7,060 7,265
Installment 1,253 1,541
Other 6,517 3,978
- ------------------------------------------------------------------------------
Total loans $348,090 $278,343
==============================================================================
Note 4 - Stock Repurchase Program
On December 21, 1999 the Board of Directors authorized a stock repurchase
program that would allow the repurchase of up to 200,000 shares of its common
stock through December 31, 2000. On March 21, 2000 the Board of Directors
authorized a 100,000 increase in the number of shares that can be purchased
under the program. As of September 30, 2000, all 300,000 were repurchased
under the program. Along with the 300,000 shares authorized under the plan
the Board of Directors approved the repurchase of an additional 65,180
shares. The repurchased stock will be held as treasury stock to be used for
general corporate purposes.
-5-
6
Note 5 - Comprehensive Income
For the three and nine month periods ended September 30, 2000 and 1999,
unrealized gains and losses on debt and equity securities available-for-sale
is the Company's only other comprehensive income component. Comprehensive
income for the three and nine month periods ended September 30, 2000 and 1999
is summarized as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------- --------------------------
(IN THOUSANDS) 2000 1999 2000 1999
===================================================================================================================
Net Income $1,720 $1,648 $5,296 $4,654
Other comprehensive income:
Net unrealized gain (loss) on debt and equity
securities available-for-sale, net of tax 194 (111) 115 (581)
- -------------------------------------------------------------------------------------------------------------------
Total comprehensive income $1,914 $1,537 $5,411 $4,073
===================================================================================================================
Note 6 - Industry Segment Information
The services provided by the Company are classified into two industry
segments: Banking Services and Information Services. Total net revenue is
comprised of total interest income and total noninterest income, less
provision for loan losses. There have been no material changes in assets,
changes in the basis of segmentation or changes in the basis of measurement
of segment profits from the amounts disclosed in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
Summarized information about the Company's operations in each industry
segment for the three and nine month periods ended September 30, 2000 and
1999, is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------ ------------------------
(IN THOUSANDS) 2000 1999 2000 1999
==================================================================================================================
Total Net Revenue:
Information Services $ 9,746 $ 8,947 $29,272 $26,673
Banking Services 4,803 4,378 13,773 12,292
Eliminations (123) (94) (504) (235)
- -------------------------------------------------------------------------------------------------------------------
Total $14,426 $13,231 $42,541 $38,730
- -------------------------------------------------------------------------------------------------------------------
Income (Loss) Before Income Tax:
Information Services $ 1,439 $ 1,182 $ 4,393 $ 3,613
Banking Services 1,264 1,431 3,947 3,751
Corporate Items (37) (25) (110) (98)
- -------------------------------------------------------------------------------------------------------------------
Total $ 2,666 $ 2,588 $ 8,230 $ 7,266
- -------------------------------------------------------------------------------------------------------------------
Income Tax Expense (Benefit):
Information Services $ 484 $ 404 $ 1,498 $ 1,247
Banking Services 475 544 1,474 1,398
Corporate Items (13) (8) (38) (33)
- -------------------------------------------------------------------------------------------------------------------
Total $ 946 $ 940 $ 2,934 $ 2,612
- -------------------------------------------------------------------------------------------------------------------
Net Income (Loss):
Information Services $ 955 $ 778 $ 2,895 $ 2,366
Banking Services 789 887 2,473 2,353
Corporate Items (24) (17) (72) (65)
- -------------------------------------------------------------------------------------------------------------------
Total $ 1,720 $ 1,648 $ 5,296 $ 4,654
===================================================================================================================
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Note 7 - Reclassifications
Certain amounts in the 1999 consolidated financial statements have been
reclassified to conform with the 2000 presentation. Such reclassifications
have no effect on previously reported net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cass Commercial Corporation (the "Company") operates in two primary
business segments through two wholly owned subsidiaries, Cass Commercial Bank
("Cass Bank"), a commercial bank, and Cass Information Systems, Inc. ("CIS"),
a payment processing company. Cass Bank provides specialized banking
services to privately held businesses located primarily in the St. Louis,
Missouri metropolitan area and church and church-related entities located in
the St. Louis metropolitan area and selected cities throughout the United
States. CIS is a payment processing and information services company, whose
operations include the processing and payment of freight and utility charges,
preparation of transportation management reports, auditing of freight
charges, rating of freight shipments and other payment related activities for
customers located throughout the United States.
The following paragraphs more fully discuss the results of operations and
changes in financial condition for the three-month period ended September 30,
2000 (the "Third Quarter of 2000") compared to the three-month period ended
September 30, 1999 (the "Third Quarter of 1999") and the nine-month period
ended September 30, 2000 ("First Nine Months of 2000") compared to the
nine-month period ended September 30, 1999 ("First Nine Months of 1999").
Most information is provided on a consolidated basis for the Company, Cass
Bank and CIS, with expanded disclosures for the specific effects CIS's
operations have on particular account captions.
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 1999 Annual Report on Form 10-K. Results of operations for
the First Nine Months of 2000 are not necessarily indicative of the results
to be attained for any other period.
RESULTS OF OPERATIONS
NET INCOME
The Company had net income of $1,720,000 for the Third Quarter of 2000, a
$72,000 or 4.4% increase compared to net income of $1,648,000 for the Third
Quarter of 1999. The Company had net income of $5,296,000 for the First Nine
Months of 2000, a $642,000 or 13.8% increase compared to net income of
$4,654,000 for the First Nine Months of 1999. Diluted earnings per share was
$.49 for the Third Quarter of 2000, a 14.0% increase compared to $.43 for the
Third Quarter of 1999. Diluted earnings per share was $1.48 for the First
Nine Months of 2000, a 23.3% increase compared to $1.20 for the First Nine
Months of 1999. The increase in net income was primarily a result of strong
loan demand, an increase in earning assets and a general increase in the
level of interest rates. Return on average assets for the Third Quarter of
2000 was 1.34% compared to 1.32% for the Third Quarter of 1999. Return on
average assets for the First Nine Months of 2000 was 1.41% compared to 1.28%
for the First Nine Months of 1999. Return on average equity for the Third
Quarter of 2000 was 12.76% compared to 11.56% for the Third Quarter of 1999.
Return on average equity for the First Nine Months of 2000 was 12.98%
compared to 10.87% for the First Nine Months of 1999.
NET INTEREST INCOME
Third Quarter of 2000 compared to Third Quarter of 1999:
The Company's tax-equivalent net interest income increased 18.4% or
$1,249,000 from $6,790,000 in the Third Quarter of 1999 to $8,039,000 in the
Third Quarter of 2000. Average earning assets increased 4.9% or $22,526,000
from $456,314,000 in the Third Quarter of 1999 to $478,840,000 in the Third
Quarter of 2000. The tax-equivalent net interest margin increased from 5.90%
in the Third Quarter of 1999 to 6.68% in the Third Quarter of 2000. The
average tax-equivalent yield on earning assets increased from 6.92% in the
Third Quarter of 1999 to 7.91% in the Third Quarter of 2000. The average
rate paid on interest-bearing liabilities increased from 3.85% in the Third
Quarter of 1999 to 5.32% in the Third Quarter of 2000.
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8
The average balance of loans increased $56,546,000 from $277,818,000 to
$334,364,000, investment in debt and equity securities increased $1,038,000
from $81,391,000 to $82,429,000, and federal funds sold and other short-term
investments decreased $35,058,000 from $97,105,000 to $62,047,000 from the
Third Quarter of 1999 to the Third Quarter of 2000. The average balance of
noninterest bearing demand deposit accounts decreased $7,305,000 from
$82,207,000 to $74,902,000, accounts and drafts payable increased $39,014,000
from $228,729,000 to $267,743,000, and interest bearing liabilities decreased
$10,588,000 from $121,023,000 to $110,435,000 from the Third Quarter of 1999
to the Third Quarter of 2000.
The increase in average loans during this period was attributable to
the Bank's marketing efforts, both in the commercial and church and
church-related areas. The decrease in average noninterest bearing demand
deposit accounts and interest bearing liabilities relates mainly to the
transfer of funds by existing customers from deposit accounts into
non-deposit investment accounts and to fund other corporate activities. The
increase in average accounts and drafts payable relates to an increase in the
dollar volume of transactions processed.
The increases experienced during the Third Quarter of 2000 in net
interest margin and net interest income were caused primarily by increases in
the level of earning assets funded by the increase in accounts and drafts
payable, increase in net loan fees, a shift in earning assets to higher
yielding loans and a rise in the general level of interest rates. 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. Conversely, the Company is adversely affected by decreases in
the level of interest rates. This is primarily due to the
noninterest-bearing liabilities generated by CIS in the form of accounts and
drafts payable. For more information please refer to the table on page 9.
First Nine Months of 2000 compared to the First Nine Months of 1999:
The Company's tax-equivalent net interest income increased 20.7% or
$4,026,000 from $19,447,000 in the First Nine Months of 1999 to $23,473,000
in the First Nine of 2000. Average earning assets increased 3.5% or
$15,702,000 from $449,431,000 in the First Nine Months of 1999 to
$465,133,000 in the First Nine Months of 2000. The tax-equivalent net
interest margin increased from 5.79% in the First Nine Months of 1999 to
6.74% in the First Nine Months of 2000. The average tax-equivalent yield on
earning assets increased from 6.77% in the First Nine Months of 1999 to 7.75%
in the First Nine Months of 2000. The average rate paid on interest-bearing
liabilities increased from 3.84% in the First Nine Months of 1999 to 4.64% in
the First Nine Months of 2000.
The average balance of loans increased $69,789,000 from $251,119,000 to
$320,908,000, investment in debt and equity securities increased $7,376,000
from $80,109,000 to $87,485,000, and federal funds sold and other short-term
investments decreased $61,463,000 from $118,203,000 to $56,740,000 from the
First Nine Months of 1999 to the First Nine Months of 2000. The average
balance of noninterest bearing demand deposit accounts increased $3,436,000
from $75,952,000 to $79,388,000, accounts and drafts payable increased
$29,673,000 from $232,160,000 to $261,833,000, and interest bearing
liabilities decreased $13,755,000 from $114,798,000 to $101,043,000 from the
First Nine Months of 1999 to the First Nine Months of 2000.
The increases and decreases experienced in account balances during the
First Nine Months of 2000 were attributable to the same factors as those
described for the third quarter, except that the increase in noninterest
bearing demand deposits was due to the fact that these balances were
significantly lower during the first six months of 1999 than during the last
six months of the year. As noted previously, some of this increase reversed
in the third quarter.
The increases experienced during the First Nine Months of 2000 in net
interest margin and net interest income were also caused primarily by
increases in the level of earning assets funded primarily by the increase in
accounts and drafts payable, a shift in earning assets to higher yielding
loans and investments and a rise in the general level of interest rates. 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. Conversely, the Company is adversely affected by
decreases in the level of interest rates. This is primarily due to the
noninterest-bearing liabilities generated by CIS in the form of accounts and
drafts payable. For more information please refer to the table on page 10.
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9
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 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.
THIRD QUARTER 2000 THIRD QUARTER 1999
-------------------------------------- -------------------------------------
INTEREST INTEREST
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
(DOLLARS IN THOUSANDS) BALANCE EXPENSE RATE BALANCE EXPENSE RATE
===================================================================================================================
ASSETS
Earning assets:
Loans ,
Taxable $327,283 $7,068 8.59% $271,403 $5,381 7.87%
Tax-exempt 7,081 145 8.15 6,415 132 8.16
Debt and equity securities :
Taxable 81,247 1,282 6.28 80,138 1,207 5.98
Tax-exempt 1,182 22 7.40 1,253 23 7.28
Federal funds sold and other
short-term investments 62,047 999 6.41 97,105 1,222 4.99
- -------------------------------------------------------------------------------------------------------------------
Total earning assets 478,840 9,516 7.91 456,314 7,965 6.92
Nonearning assets:
Cash and due from banks 17,858 23,311
Premises and equipment, net 9,836 9,390
Other assets 10,371 8,896
Allowance for loan losses (4,476) (4,382)
- -------------------------------------------------------------------------------------------------------------------
Total assets $512,429 $493,529
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand
deposits $ 43,847 $ 544 4.94% $ 43,679 $ 376 3.42%
Savings deposits 59,767 840 5.59 67,613 688 4.04
Time deposits of
$100 or more 2,326 31 5.30 3,631 47 5.14
Other time deposits 3,807 49 5.12 5,783 62 4.25
- -------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 109,747 1,464 5.31 120,706 1,173 3.86
Short-term borrowings 688 13 7.52 317 2 2.50
- -------------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 110,435 1,477 5.32 121,023 1,175 3.85
Noninterest-bearing liabilities:
Demand deposits 74,902 82,207
Accounts and drafts payable 267,743 228,729
Other liabilities 5,705 5,022
- -------------------------------------------------------------------------------------------------------------------
Total liabilities 458,785 436,981
Shareholders' equity 53,644 56,548
Total liabilities and
shareholders' equity $512,429 $493,529
- -------------------------------------------------------------------------------------------------------------------
Net interest income $8,039 $6,790
Interest spread 2.59% 3.07%
Net interest margin 6.68% 5.90%
===================================================================================================================
- -------
Balances shown are daily averages.
-9-
10
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
1999 Consolidated Financial Statements, incorporated by reference
herein.
Interest income on loans includes net loan fees of $151,000 and $1,000
for the Third Quarter of 2000 and 1999, respectively.
Interest income is presented on a tax-equivalent basis assuming a tax
rate of 34%. The tax-equivalent adjustment was approximately $56,000
and $53,000 for the Third Quarter of 2000 and 1999, respectively.
For purposes of these computations, yields on investment securities are
computed as interest income divided by the average amortized cost of the
investments.
FIRST NINE MONTHS OF 2000 FIRST NINE MONTHS OF 1999
-------------------------------------- -------------------------------------
INTEREST INTEREST
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
(DOLLARS IN THOUSANDS) BALANCE EXPENSE RATE BALANCE EXPENSE RATE
===================================================================================================================
ASSETS
Earning assets:
Loans ,:
Taxable $313,756 $19,856 8.45% $245,040 $14,494 7.91%
Tax-exempt 7,152 446 8.33 6,079 373 8.20
Debt and equity securities :
Taxable 86,288 4,039 6.25 78,851 3,547 6.01
Tax-exempt 1,197 66 7.37 1,258 71 7.55
Federal funds sold and other
short-term investments 56,740 2,575 6.06 118,203 4,256 4.81
- -------------------------------------------------------------------------------------------------------------------
Total earning assets 465,133 26,982 7.75 449,431 22,741 6.77
Nonearning assets:
Cash and due from banks 22,395 22,304
Premises and equipment, net 9,617 9,261
Other assets 9,954 9,013
Allowance for loan losses (4,406) (4,426)
- -------------------------------------------------------------------------------------------------------------------
Total assets $502,693 $485,583
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand
deposits $ 43,227 $ 1,367 4.22% $ 41,032 $ 1,031 3.36%
Savings deposits 51,169 1,892 4.94 65,031 1,955 4.02
Time deposits of
$100 or more 2,456 95 5.17 3,617 141 5.21
Other time deposits 3,828 135 4.71 4,827 161 4.46
- -------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 100,680 3,489 4.63 114,507 3,288 3.84
Short-term borrowings 363 20 7.36 291 6 2.76
- -------------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 101,043 3,509 4.64 114,798 3,294 3.84
Noninterest-bearing liabilities:
Demand deposits 79,388 75,952
Accounts and drafts payable 261,833 232,160
Other liabilities 5,922 5,426
- -------------------------------------------------------------------------------------------------------------------
Total liabilities 448,186 428,336
Shareholders' equity 54,507 57,247
Total liabilities and
shareholders' equity $502,693 $485,583
- -------------------------------------------------------------------------------------------------------------------
Net interest income $23,473 $19,447
Interest spread 3.11% 2.93%
Net interest margin 6.74% 5.79%
===================================================================================================================
-10-
11
- ------
Balances shown are daily averages.
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
1999 Consolidated Financial Statements, incorporated by reference herein.
Interest income on loans includes net loan fees of $230,000 and $88,000
for the First Nine Months of 2000 and 1999, respectively.
Interest income is presented on a tax-equivalent basis assuming a tax
rate of 34%. The tax-equivalent adjustment was approximately $173,000
and $151,000 for the First Nine Months of 2000 and 1999, respectively.
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.
THIRD QUARTER
2000 OVER 1999
---------------------------------------
(DOLLARS IN THOUSANDS) VOLUME RATE TOTAL
=======================================================================================================
Increase (decrease) in interest income:
Loans ,:
Taxable $1,165 $522 $1,687
Tax-exempt 13 -- 13
Debt and equity securities:
Taxable 16 61 77
Tax-exempt (1) (2) (3)
Federal funds sold and other
short-term investments (513) 290 (223)
- -------------------------------------------------------------------------------------------------------
Total interest income 680 871 1,551
- -------------------------------------------------------------------------------------------------------
Interest expense on:
Interest-bearing demand deposits 1 167 168
Savings deposits (87) 239 152
Time deposits of $100 or more (17) 1 (16)
Other time deposits (24) 11 (13)
Short-term borrowings 4 7 11
- -------------------------------------------------------------------------------------------------------
Total interest expense (123) 425 302
- -------------------------------------------------------------------------------------------------------
Net interest income $ 803 $446 $1,249
=======================================================================================================
- ------
The change in interest due to both volume and rate has been allocated
proportionately.
Average balances include nonaccrual loans.
Interest income includes net loan fees.
Interest income is presented on a tax-equivalent basis assuming a tax
rate of 34%.
FIRST NINE MONTHS
2000 OVER 1999
---------------------------------------
(DOLLARS IN THOUSANDS) VOLUME RATE TOTAL
=======================================================================================================
Increase (decrease) in interest income:
Loans ,F3>:
Taxable $ 4,304 $1,058 $ 5,362
Tax-exempt 67 6 73
Debt and equity securities:
Taxable 346 147 493
Tax-exempt (3) (3) (6)
Federal funds sold and other
short-term investments (2,600) 919 (1,681)
- -------------------------------------------------------------------------------------------------------
Total interest income 2,114 2,127 4,241
- -------------------------------------------------------------------------------------------------------
-11-
12
Interest expense on:
Interest-bearing demand deposits 58 278 336
Savings deposits (463) 400 (63)
Time deposits of $100 or more (45) (1) (46)
Other time deposits (35) 9 (26)
Short-term borrowings 2 12 14
- -------------------------------------------------------------------------------------------------------
Total interest expense (483) 698 215
- -------------------------------------------------------------------------------------------------------
Net interest income $ 2,597 $1,429 $ 4,026
=======================================================================================================
- ------
The change in interest due to both volume and rate has been allocated
proportionately.
Average balances include nonaccrual loans.
Interest income includes net loan fees.
Interest income is presented on a tax-equivalent basis assuming a tax
rate of 34%.
ALLOWANCE AND PROVISION FOR LOAN LOSSES
A significant determinant of the Company's operating results is the
provision for loan losses and the level of loans charged off. There was a
$100,000 provision made for loan losses during the Third Quarter of 2000
compared to no provision during the Third Quarter of 1999. There was a
$350,000 provision made during the First Nine Months of 2000 compared to no
provision made during the First Nine Months of 1999. Net loan losses for
the Third Quarter of 2000 were $68,000 compared to $194,000 for the Third
Quarter of 1999. Net loan losses for the First Nine Months of 2000 were
$120,000 compared to $151,000 for the First Nine Months of 1999. The
increase in the provision made during 2000 relates to probable losses in the
expanding loan portfolio.
The allowance for loan losses at September 30, 2000 was $4,512,000 and
at December 31, 1999 was $4,282,000. The allowance for loan losses at
September 30, 2000 represented 1.30% of total loans outstanding compared to
1.54% at December 31, 1999. Nonperforming loans were $984,000 or .31% of
average loans at September 30, 2000 compared to $407,000 or .16% of average
loans at December 31, 1999.
At September 30, 2000, impaired loans totaled $988,000 which includes
$980,000 of nonaccrual loans. The allowance for loan losses on impaired
loans was $239,000 at September 30, 2000. The average balance of impaired
loans during the First Nine Months of 2000 and the First Nine Months of 1999
was $728,000 and $563,000, respectively.
Factors which influence management's determination of the adequacy of
the allowance for loan losses, among other things, include: evaluation of
each nonperforming and/or classified loan to determine the estimated loss
exposure under existing circumstances known to management; evaluation of all
potential problem loans identified in light of loss exposure based upon
existing circumstances known to management; analysis of the loan portfolio
with regard to future loss exposure on loans to specific customers and/or
industries; current economic conditions; and, an overall review of the loan
portfolio in light of past loan loss experience. In management's judgment,
the allowance for loan losses is considered adequate to absorb probable
losses in the loan portfolio.
SUMMARY OF ASSET QUALITY
The following table presents information as of and for the three and
nine month periods ended September 30, 2000 and 1999 pertaining to the
Company's provision for loan losses and analysis of the allowance for loan
losses.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------- -------------------------
(DOLLARS IN THOUSANDS) 2000 1999 2000 1999
==================================================================================================================
Allowance at beginning of period $ 4,480 $ 4,471 $ 4,282 $ 4,428
Provision charged to expense 100 -- 350 --
Loans charged off (71) (198) (153) (256)
Recoveries on loans previously charged off 3 4 33 105
- ------------------------------------------------------------------------------------------------------------------
Net loans charged-off (68) (194) (120) (151)
Allowance at end of period $ 4,512 $ 4,277 $ 4,512 $ 4,277
- ------------------------------------------------------------------------------------------------------------------
-12-
13
Loans outstanding:
Average $334,364 $277,818 $320,908 $251,119
September 30 348,090 282,748 348,090 282,748
Ratio of allowance for loan losses to loans outstanding:
Average 1.35% 1.54% 1.41% 1.70%
September 30 1.30 1.51 1.30 1.51
Nonperforming loans:
Nonaccrual loans $ 980 $ 173 $ 980 $ 173
Loans past due 90 days or more 4 163 4 163
- ------------------------------------------------------------------------------------------------------------------
Total $ 984 $ 336 $ 984 $ 336
- ------------------------------------------------------------------------------------------------------------------
Nonperforming loans as a percent of average loans .29% .12% .31% .13%
==================================================================================================================
NONINTEREST INCOME
Noninterest income is principally derived from service fees generated by
CIS. Total noninterest income for the Third Quarter of 2000 was $5,066,000,
a $253,000 or 4.8% decrease compared to the Third Quarter of 1999. Total
noninterest income for the First Nine Months of 2000 was $16,082,000, a
$58,000 or .4% decrease compared to the First Nine Months of 1999. CIS
payment and processing revenue for the Third Quarter of 2000 was $4,651,000,
a $298,000 or 6.0% decrease compared to the Third Quarter of 1999. CIS
payment and processing revenue for the First Nine Months of 2000 was
$14,836,000, a $369,000 or 2.4% decrease compared to the First Nine Months
of 1999. Several factors caused these decreases. First, although the
dollar value of invoices processed increased for the Third Quarter and the
First Nine Months of 2000 compared to the corresponding periods of 1999,
there were a number of non-recurring fees received in 1999. Second, there
was continued anticipated decreases relating to some freight payment
services that were part of a prior acquisition. Finally, freight rating
services revenue also decreased due to a change in the strategic direction
from selling rating software to a new Internet-based delivery system of
carrier rates that is being developed and will offer an expanded level of
features and capabilities.
Bank service fees for the Third Quarter of 2000 were $346,000, a $53,000
or 18.1% increase compared to the Third Quarter of 1999. During the First
Nine Months of 2000 these fees were $1,054,000, a $257,000 or 32.2% increase
compared to the First Nine Months of 1999. These increases were
attributable to increases in the number of customer relationships developed
by the Bank.
NONINTEREST EXPENSE
Total noninterest expense for the Third Quarter of 2000 was $10,283,000,
a $815,000 or 8.6% increase compared to the Third Quarter of 1999. Total
noninterest expense for the First Nine Months of 2000 was $30,802,000, a
$2,632,000 or 9.3% increase compared to the First Nine Months of 1999.
Salaries and benefits expense for the Third Quarter of 2000 was
$7,099,000, a $620,000 or 9.6% increase compared to the Third Quarter of
1999. Salaries and benefits expense for the First Nine Months of 2000 was
$21,106,000, a $2,004,000 or 10.5% increase compared to the First Nine
Months of 1999. These increases in expense were caused by annual pay
increases and expenses related to an increased staff at CIS to support
expanded operations.
Occupancy expense for the Third Quarter of 2000 was $457,000, a $29,000
or 6.8% increase compared to the Third Quarter of 1999. Occupancy expense
for the First Nine Months of 2000 was $1,334,000, a $48,000 or 3.7% increase
compared to the First Nine Months of 1999. These increases were caused
mainly by increases in building maintenance and repairs and utility
expenses.
Equipment expense for the Third Quarter of 2000 was $772,000, an increase
of $109,000 or 16.4% compared to the Third Quarter of 1999. Equipment expense
for the First Nine Months of 2000 was $2,291,000, an increase of $321,000 or
16.3% compared to the First Nine of 1999. These increases were due
primarily to increased investments in information technology.
Other noninterest expense for the Third Quarter of 2000 was $1,955,000,
an increase of $57,000 or 3.0% compared to the Third Quarter of 1999. Other
noninterest expense for the First Nine Months of 2000 was
-13-
14
$6,071,000, an increase of $259,000 or 4.5% compared to the First Nine
Months of 1999. These increases were due primarily to increases in
consulting fees, other outside service fees, supplies, postage and delivery
expense.
FINANCIAL CONDITION
Total assets at September 30, 2000 were $548,625,000, an increase of
$47,780,000 or 9.5% from December 31, 1999. Loans, net of the allowance for
loan losses, at September 30, 2000 were $343,578,000, an increase of
$69,517,000 or 25.4% from December 31, 1999. Total investments in debt and
equity securities at September 30, 2000 were $79,561,000, a $3,435,000 or
4.1% decrease from December 31, 1999. Federal Funds sold and other
short-term investments at September 30, 2000 were $83,009,000 a $22,711,000
or 21.5% decrease from December 31, 1999.
Total deposits at September 30, 2000 were $194,941,000, a $6,205,000 or
3.3% increase from December 31, 1999. Accounts and drafts payable were
$295,139,000, a $45,245,000 or 18.1% increase from December 31, 1999. Total
shareholders' equity at September 30, 2000 was $53,266,000, a $3,297,000 or
5.8% decrease from December 31, 1999.
The increase in loans is related to the successful expansion of the
church and church-related ministries unit and increases in loans to
privately held businesses from Cass Bank's ongoing marketing efforts. The
decrease in federal funds sold and other short-term investments relates
primarily to this increase in loans. The ending balances of 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. The decrease in total shareholders' equity resulted from
the purchase of treasury shares for $6,715,000 (331,510 shares); dividends
paid of $2,110,000 ($.60 per share); offset by net income of $5,296,000; an
increase in other comprehensive income of $115,000; cash received from the
exercise of stock options of $47,000, a tax benefit of $10,000 on stock
options exercised and the amortization of the stock bonus plan of $60,000.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, which consist of cash and due from banks,
federal funds sold, and money market funds, were $104,290,000 or 19.0% of
total assets at September 30, 2000. These funds represent 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 debt and equity securities represented
approximately $79,561,000 or 15% of total assets at September 30, 2000. Of
this total, 48% were U.S. treasury securities, 50% were U.S. government
agencies, and 2% were other securities. Of the total portfolio, 29% matures
in one year, 70% matures in one to five years, and 1% matures in five or
more years. Of the total portfolio, 88% is designated available-for-sale
and 12% is designated held-to-maturity. The investment portfolio provides
secondary liquidity through regularly scheduled maturities, the ability to
sell securities out of the available-for-sale portfolio, and the ability to
use these securities in conjunction with its reverse repurchase lines of
credit.
Cass Bank has unsecured lines at correspondent banks to purchase federal
funds up to a maximum of $19,820,000. Additionally, Cass Bank has a line of
credit at an unaffiliated financial institution in the maximum amount of
$50,000,000 collateralized by securities sold under repurchase agreements.
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 many other commercial products of the bank. The accounts and
drafts payable generated by CIS has also historically been a stable source
of funds.
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
-14-
15
(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 significantly exceed all regulatory
capital requirements, as evidenced by the following capital amounts and
ratios at September 30, 2000 and December 31, 1999:
SEPTEMBER 30, 2000 AMOUNT RATIO
=================================================================================================
Total capital (to risk-weighted assets)
Cass Commercial Corporation $57,742,000 14.39%
Cass Commercial Bank 26,415,000 14.49
Tier I capital (to risk-weighted assets)
Cass Commercial Corporation $53,230,000 13.27%
Cass Commercial Bank 24,135,000 13.24
Tier I capital (to average assets)
Cass Commercial Corporation $53,230,000 10.60%
Cass Commercial Bank 24,135,000 10.62
=================================================================================================
DECEMBER 31, 1999 AMOUNT RATIO
=================================================================================================
Total capital (to risk-weighted assets)
Cass Commercial Corporation $60,736,000 18.23%
Cass Commercial Bank 28,014,000 16.39
Tier I capital (to risk-weighted assets)
Cass Commercial Corporation $56,570,000 16.98%
Cass Commercial Bank 25,873,000 15.14
Tier I capital (to average assets)
Cass Commercial Corporation $56,570,000 11.53%
Cass Commercial Bank 25,873,000 11.54
=================================================================================================
16
INFLATION
Inflation can impact the financial position and results of the
operations of financial institutions because financial institutions hold
monetary assets and monetary liabilities. Monetary assets and liabilities
are those which can be converted into a fixed number of dollars, and include
cash, investments, loans and deposits. The Company's consolidated balance
sheets, as is typical of financial institutions, reflect a net positive
monetary position (monetary assets exceeding 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 financial
institution.
FORWARD-LOOKING STATEMENTS - FACTORS THAT MAY AFFECT FUTURE RESULTS
Statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations and the other sections of this Report
that are not statements of historical fact are "forward-looking statements".
Such statements are subject to important risks and uncertainties which could
cause the Company's actual results to differ materially from those expressed
in any such forward-looking statements made herein. The aforesaid
uncertainties include, but are not limited to: burdens imposed by federal
and state regulators, credit risk related to borrowers' ability to repay
loans, concentration of loans in the St. Louis Metropolitan area which
subjects the Company to risks associated with changes in the local economy,
risks associated with fluctuations in interest rates, competition from other
banks and other financial institutions, some of which are not as heavily
regulated as the Company and, particularly in the case of CIS, risks
associated with breakdowns in data processing systems and competition from
other providers of similar services.
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, 1999, 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 September 30, 2000 has changed materially from
that at December 31, 1999.
-16-
17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS IN SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) None
(b) Cass Commercial Corporation did not file any reports on Form
8-K during the three-month period ended September 30, 2000.
-17-
SIGNATURES
18
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 COMMERCIAL CORPORATION
DATE: November 13, 2000 By Lawrence A. Collett
--------------------------------------
Lawrence A. Collett
Chairman and Chief Executive Officer
DATE: November 13, 2000 By Eric H. Brunngraber
--------------------------------------
Eric H. Brunngraber
Vice President-Secretary
(Chief Financial and Accounting Officer)
-18-
9
1,000
3-MOS
DEC-31-2000
JUL-01-2000
SEP-30-2000
21,281
63,000
20,009
0
69,801
9,760
9,727
348,090
4,512
548,625
194,941
0
300,418
0
0
0
2,000
51,266
548,625
7,164
1,297
999
9,460
1,464
1,477
7,983
100
0
10,283
2,666
2,666
0
0
1,720
.50
.49
6.68
980
4
0
988
4,480
71
3
4,512
0
0
0
TO BE DOCUMENTED IN DEC-31-2000 STATEMENTS.
9
1,000
9-MOS
DEC-31-2000
JAN-01-2000
SEP-30-2000
21,281
63,000
20,009
0
69,801
9,760
9,727
348,090
4,512
548,625
194,941
0
300,418
0
0
0
2,000
51,266
548,625
20,151
4,083
2,575
26,809
3,489
3,509
23,300
350
0
30,802
8,230
8,230
0
0
5,296
1.50
1.48
6.74
980
4
0
988
4,282
153
33
4,512
0
0
0
TO BE DOCUMENTED IN DEC-31-2000 STATEMENTS.
