-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Veh2lQTpiPtRunGUNDqUzxSVKZB+R8lHUMnah5RbQTe160eYsGCXxgVubVMNAefs pPAaye+ypSmHFAwCF7ONbg== 0001193805-03-000664.txt : 20030808 0001193805-03-000664.hdr.sgml : 20030808 20030807181559 ACCESSION NUMBER: 0001193805-03-000664 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASS INFORMATION SYSTEMS INC CENTRAL INDEX KEY: 0000708781 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 431265338 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-44497 FILM NUMBER: 03829691 BUSINESS ADDRESS: STREET 1: 13001 HOLLENBERG DR. CITY: BRIDGETON STATE: MO ZIP: 63044 BUSINESS PHONE: 3145055500 MAIL ADDRESS: STREET 1: 13001 HOLLENBERG DR. CITY: BRIDGETON STATE: MO ZIP: 63044 FORMER COMPANY: FORMER CONFORMED NAME: CASS COMMERCIAL CORP DATE OF NAME CHANGE: 19950518 10-Q 1 e300547_cass-10q.txt QUARTERLY REPORT 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 June 30, 2003 Commission File No. 2-80070 ----------------- CASS INFORMATION SYSTEMS, INC. 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 |_| Indicate by check mark whether the registrant is an accelerated filer (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 July 31, 2003: Common stock, par value $.50 per share - 3,334,524 shares outstanding. - -------------------------------------------------------------------------------- This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. - -------------------------------------------------------------------------------- TABLE OF CONTENTS PART I - Financial Information Item 1. CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets June 30, 2003 (unaudited) and December 31, 2002 ................ 3 Consolidated Statements of Income Three and six months ended June 30, 2003 and 2002 (unaudited) .. 4 Consolidated Statements of Cash Flows Six months ended June 30, 2003 and 2002 (unaudited) ............ 5 Notes to Consolidated Financial Statements (unaudited) ........... 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..................................... 11 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...... 22 Item 4. DISCLOSURES AND CONTROLS ........................................ 22 PART II - Other Information - Items 1. - 6. ................................. 23 SIGNATURES .............................................................. 24 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 future looking statements, including those set forth in this paragraph. 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, 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, risks associated with fluctuations in interest rates, 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. CONSOLIDATED FINANCIAL STATEMENTS CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in Thousands except Per Share Data)
June 30 December 31 2003 2002 Assets Cash and due from banks $ 26,732 $ 24,279 Federal funds sold and other short-term investments 43,693 5,727 --------- --------- Cash and cash equivalents 70,425 30,006 --------- --------- Investment in debt and equity securities available-for-sale, at fair value 39,351 69,371 Loans 443,621 434,689 Less: Allowance for loan losses 5,393 5,293 --------- --------- Loans, net 438,228 429,396 --------- --------- Premises and equipment, net 14,827 15,359 Bank owned life insurance 10,407 10,178 Goodwill 3,150 223 Other intangible assets, net 2,070 379 Other assets 14,592 17,321 --------- --------- Total assets $ 593,050 $ 572,233 ========= ========= Liabilities and Shareholders' Equity Liabilities: Deposits: Noninterest-bearing $ 104,095 $ 109,352 Interest-bearing 149,220 134,166 --------- --------- Total deposits 253,315 243,518 Accounts and drafts payable 269,142 223,621 Short-term borrowings 18 37,438 Other liabilities 8,744 6,610 --------- --------- Total liabilities 531,219 511,187 --------- --------- 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 4,160,110 shares issued 2,080 2,080 Additional paid-in capital 8,458 8,466 Retained earnings 66,951 64,607 Common shares in treasury, at cost (825,586 shares at June 30, 2003 and 796,278 shares at December 31, 2002) (16,462) (15,275) Unamortized stock bonus awards (161) (25) Accumulated other comprehensive income 965 1,193 --------- --------- Total shareholders' equity 61,831 61,046 --------- --------- Total liabilities and shareholders' equity $ 593,050 $ 572,233 ========= =========
See accompanying notes to unaudited consolidated financial statements. -3- CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands except Per Share Data)
Three Months Ended Six Months Ended June 30 June 30 ------------------------ ------------------------ 2003 2002 2003 2002 Interest Income: Interest and fees on loans $ 6,319 $ 6,561 $ 12,735 $ 12,788 Interest and dividends on debt and equity securities: Taxable 133 1,008 321 2,203 Exempt from federal income taxes 351 511 786 848 Interest on federal funds sold and other short-term investments 126 119 226 279 ---------- ---------- ---------- ---------- Total interest income 6,929 8,199 14,068 16,118 ---------- ---------- ---------- ---------- Interest Expense: Interest on deposits 439 563 890 1,111 Interest on short-term borrowings 5 22 14 25 ---------- ---------- ---------- ---------- Total interest expense 444 585 904 1,136 ---------- ---------- ---------- ---------- Net interest income 6,485 7,614 13,164 14,982 Provision for loan losses -- 180 90 270 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 6,485 7,434 13,074 14,712 ---------- ---------- ---------- ---------- Noninterest Income: Freight and utility payment and processing revenue 6,870 6,122 13,839 11,673 Software revenue 1,829 -- 3,607 -- Bank service fees 465 424 891 836 Gains on sales of investment securities 1,362 944 1,362 944 Other 136 12 265 53 ---------- ---------- ---------- ---------- Total noninterest income 10,662 7,502 19,964 13,506 ---------- ---------- ---------- ---------- Noninterest Expense: Salaries and employee benefits 9,400 7,897 18,752 15,503 Occupancy expense 457 384 893 748 Equipment expense 1,121 1,115 2,282 2,204 Other 2,893 2,317 5,721 4,582 ---------- ---------- ---------- ---------- Total noninterest expense 13,871 11,713 27,648 23,037 ---------- ---------- ---------- ---------- Income before income tax expense 3,276 3,223 5,390 5,181 Income tax expense 1,037 992 1,633 1,604 ---------- ---------- ---------- ---------- Net income $ 2,239 $ 2,231 $ 3,757 $ 3,577 ========== ========== ========== ========== Earnings per share: Basic $ .67 $ .67 $ 1.12 $ 1.07 Diluted $ .66 $ .66 $ 1.11 $ 1.06 Weighted average shares outstanding*: Basic 3,353,786 3,361,861 3,357,894 3,361,231 Effect of dilutive stock options and awards 30,362 21,996 32,060 21,960 Diluted 3,384,148 3,383,857 3,389,954 3,383,191
* Earnings per share and weighted average shares outstanding for three and six months ended June 30, 2002 have been restated to reflect the 5% stock dividend distributed in December 2002. 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 ----------------------- 2003 2002 Cash Flows From Operating Activities: Net income $ 3,757 $ 3,577 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,369 1,943 Provision for loan losses 90 270 Amortization of stock bonus awards 25 13 Tax benefit from exercise of stock option and bonus awards 173 186 Decrease (increase) in accrued interest receivable 685 (145) Increase in deferred income 1,796 506 Deferred income tax (benefit) expense (757) 554 Increase (decrease) in income tax liability 1,190 (26) Increase in pension liability 573 224 Gains on sales of investment securities (1,362) (944) Change in other assets (113) (1,569) Change in other liabilities (1,395) 383 Other operating activities, net 9 5 --------- --------- Net cash provided by operating activities 7,040 4,977 --------- --------- Cash Flows From Investing Activities: Proceeds from sales of debt securities available-for-sale 24,534 52,238 Proceeds from maturities of debt and equity securities available-for-sale 7,197 20,275 Purchase of debt and equity securities available-for-sale (1,038) (44,637) Net increase in loans (10,922) (31,243) Purchases of premises and equipment, net (1,348) (1,476) --------- --------- Net cash provided by (used in) investing activities 18,423 (4,843) --------- --------- Cash Flows From Financing Activities: Net decrease in noninterest-bearing demand deposits (5,257) (15,672) Net decrease in interest-bearing demand and savings deposits (1,037) (9,272) Net increase in time deposits 16,091 21,427 Net increase in accounts and drafts payable 45,521 22,446 Net decrease in short-term borrowings (37,420) (200) Cash proceeds from exercise of stock options 236 348 Cash dividends paid (1,414) (1,281) Purchase of common shares for treasury (1,764) (383) --------- --------- Net cash provided by financing activities 14,956 17,413 --------- --------- Net increase in cash and cash equivalents 40,419 17,547 Cash and cash equivalents at beginning of period 30,006 99,855 --------- --------- Cash and cash equivalents at end of period $ 70,425 $ 117,402 ========= ========= Supplemental information: Cash paid for interest $ 899 $ 1,087 Cash paid for income taxes 695 1,012 Transfer of loans to other equity investments 2,000 --
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 accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 three and six month periods ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and related footnotes included in the Annual Report on Form 10-K of Cass Information Systems, Inc. ("the Company") for the year ended December 31, 2002. Certain amounts in the 2002 consolidated financial statements have been reclassified to conform to the 2003 presentation. Such reclassifications have no effect on previously reported net income or shareholders' equity. All share and per share data for 2002 has been restated to reflect the 5% stock dividend issued in December 2002. Note 2 - Impact of New Accounting Pronouncements In November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34." This interpretation elaborates on the disclosures to be made by a guarantor in its financial statements about its obligation under guarantees issued. The interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the Company's consolidated financial statements. The disclosure requirements are effective for financial statements of periods ending after December 15, 2002 and are included in Note 9 of this report. In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123." This statement amends SFAS 123 "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both the annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002. The Company maintains two stock-based compensation plans, a stock bonus plan and a stock option plan. Upon issuance of shares in the stock bonus plan a contra shareholders' equity amount is recorded for the fair value of the shares at the time of issuance and this amount is amortized to expense over the three-year vesting period. The stock option plan is accounted for under APB 25, "Accounting for Stock Issued to Employees," and accordingly the Company recognizes no compensation expense as the price of the Company's employee stock options equals the market price of the underlying stock on the date of grant. The Company elected not to adopt the recognition provisions of the SFAS 123, "Accounting for Stock-Based Compensation," as amended by SFAS 148. An entity that continues to apply APB 25 shall disclose certain pro forma information as if the fair value-based accounting method in SFAS 123 had been used to account for stock-based compensation costs. The required disclosure provisions of SFAS 123, as amended by SFAS 148, 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 3,221 shares granted in the Second Quarter of 2003 and no shares granted in the Second Quarter of 2002. For the First Half of 2003 there were 14,130 shares granted and no shares granted in the First Half of 2002. The following table represents the effect on earnings and diluted earnings per share for the periods ended June 30, 2003 and 2002: -6-
Three Months Ended Six Months Ended June 30 June 30 ----------------------- ----------------------- (In Thousands, except per share data) 2003 2002 2003 2002 - ---------------------------------------------------------------------------------------------------------- Net income: As reported $ 2,239 $ 2,231 $ 3,757 $ 3,577 Add: Stock based compensation expense included in reported net income, net of tax 9 3 16 8 Less: Stock based compensation expense determined under the fair value based method for all awards, net of tax (20) (14) (38) (31) - ---------------------------------------------------------------------------------------------------------- Pro forma net income $ 2,228 $ 2,220 $ 3,735 $ 3,554 - ---------------------------------------------------------------------------------------------------------- Net income per common share: Basic, as reported $ .67 $ .67 $ 1.12 $ 1.07 Basic, proforma .66 .66 1.11 1.06 Diluted, as reported .66 .66 1.11 1.06 Diluted, proforma .66 .66 1.10 1.05 - ----------------------------------------------------------------------------------------------------------
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51". This interpretation establishes accounting guidance for consolidation of variable interest entities (VIE) that function to support the activities of the primary beneficiary. The primary beneficiary of a VIE entity is the entity that absorbs a majority of the VIE's expected losses, receives a majority of the VIE's expected residual returns, or both, as a result of ownership, controlling interest, contractual relationship or other business relationship with a VIE. Prior to implementation of FIN 46, VIEs were generally consolidated by an enterprise when the enterprise had a controlling financial interest through ownership of a majority of voting interest in the entity. The provisions of FIN 46 were effective immediately for all arrangements entered into after January 31, 2003, and are otherwise effective at the beginning of the first interim period beginning June 15, 2003. The Company is currently not a primary beneficiary of a VIE and therefore adoption of FIN 46 is not expected to have a material impact on the consolidated financial statements. In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. The new guidance amends SFAS 133 for decisions made: (a) as part of the Derivatives Implementation Group process that effectively required amendments to SFAS 133, (b) in connection with other Board projects dealing with financial instruments, and (c) regarding implementation issues raised in relation to the application of the definition of derivative. The amendments set forth in SFAS 149 improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. SFAS 149 is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. It is not expected that the provisions of SFAS 149 will have a material impact on the Company's consolidated financial statements. In May 2003, the FASB issued SFAS 150, "Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity," which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability (or an asset in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic companies. The Company currently does not have any instruments that fall within the scope of SFAS 150 and therefore does not believe that the adoption of SFAS 150 will have a significant impact on its consolidated financial statements. -7- Note 3 - Loans by Type (In Thousands) June 30, 2003 December 31, 2002 - -------------------------------------------------------------------------------- Commercial and industrial $101,973 $101,116 Real estate: Mortgage 187,318 176,667 Mortgage - Churches & Related 105,014 105,458 Construction 2,753 3,101 Construction - Churches & Related 33,354 36,074 Industrial revenue bonds 5,687 5,773 Installment 1,948 1,918 Other 5,574 4,582 - -------------------------------------------------------------------------------- Total loans $443,621 $434,689 - -------------------------------------------------------------------------------- Note 4 - Stock Repurchases The Company maintains a treasury stock buyback program and as of June 30, 2003 was authorized by the Board of Directors to repurchase up to 100,000 shares of its common stock. The Company repurchased 59,237 shares for $1,764,000 for the six months ended June 30, 2003 and repurchased 15,664 shares for $383,000 during the six months ended June 30, 2002. Repurchases are made in the open market or through negotiated transactions from time to time depending on market conditions. Note 5 - Comprehensive Income For the three and six month periods ended June 30, 2003 and 2002, 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, 2003 and 2002 is summarized as follows:
Three Months Ended Six Months Ended June 30 June 30 ------------------- ------------------- (In Thousands) 2003 2002 2003 2002 - -------------------------------------------------------------------------------------------------------------- Net Income $ 2,239 $ 2,231 $ 3,757 $ 3,577 Other comprehensive income: Net unrealized gain on debt and equity securities available-for-sale, net of tax 575 1,366 671 861 Less: reclassification adjustment for realized gains on sales of debt and equity securities, available-for-sale, included in net income, net of tax (899) (623) (899) (623) - -------------------------------------------------------------------------------------------------------------- Total other comprehensive (loss) income (324) 743 (228) 238 - -------------------------------------------------------------------------------------------------------------- Total comprehensive income $ 1,915 $ 2,974 $ 3,529 $ 3,815 - --------------------------------------------------------------------------------------------------------------
Note 6 - Industry Segment Information The services provided by the Company are classified into four reportable segments: Transportation Information Services, Utility Information Services, Banking Services and Government Software 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 Transportation Information Services segment provides freight invoice rating, payment, auditing, cost accounting and transportation information services to large corporate shippers. The Utility Information Services segment processes and pays utility invoices, including electricity, gas, water, telephone and refuse, for large corporate entities that have many locations or are heavy users of energy. The Banking Services segment provides banking services primarily to privately-held businesses and churches. The Government Software Services segment provides the public sector with integrated financial, property and human resource management systems through the Company's wholly-owned subsidiary, Government e-Management Solutions, Inc. (GEMS). -8- The Company's accounting policies for segments are described in the summary of significant accounting policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. 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 fair value. All four segments market their services 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, 2003 and 2002, is as follows:
Transportation Utility Government Corporate Information Information Banking Software and Elim- (In Thousands) Services Services Services Services inations Total - --------------------------------------------------------------------------------------------------------------------- Quarter Ended June 30, 2003 Total Revenues $ 8,501 $ 3,147 $ 3,796 $ 1,829 $ (126) $ 17,147 Net Income 812 439 994 (6) -- 2,239 Total Assets 265,783 69,416 298,592 7,013 (47,754) 593,050 Goodwill 223 -- -- 2,927 -- 3,150 Other intangibles, net -- -- -- 1,691 379 2,070 Quarter Ended June 30, 2002 Total Revenues $ 8,596 $ 2,599 $ 3,873 N/A $ (132) $ 14,936 Net Income 851 337 1,043 N/A -- 2,231 Total Assets 293,469 56,516 278,673 N/A (5,271) 623,387 Goodwill 223 -- -- N/A -- 223 Other intangible assets, net -- -- -- N/A 587 587 - --------------------------------------------------------------------------------------------------------------------- Six Months Ended June 30, 2003 Total Revenues $ 16,266 $ 5,869 $ 7,549 $ 3,607 $ (253) $ 33,038 Net Income 989 701 2,041 26 -- 3,757 Total Assets 265,783 69,416 298,592 7,013 (47,754) 593,050 Goodwill 223 -- -- 2,927 -- 3,150 Other intangible assets, net -- -- -- 1,691 379 2,070 Six Months Ended June 30, 2002 Total Revenues $ 16,149 $ 4,803 $ 7,542 N/A $ (276) $ 28,218 Net Income 1,070 457 2,050 N/A -- 3,577 Total Assets 293,469 56,516 278,673 N/A (5,271) 623,387 Goodwill 223 -- -- N/A -- 223 Other intangibles, net -- -- -- N/A 587 587 - ---------------------------------------------------------------------------------------------------------------------
Note 7 - Intangible Assets The Company accounts for intangible assets in accordance with 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, 2003 and December 31, 2002 are as follows: (In Thousands) June 30, 2003 December 31, 2002 - -------------------------------------------------------------------------------- Goodwill $3,150 $ 223 Customer list 795 -- Software 896 -- Minimum pension liability 379 379 - -------------------------------------------------------------------------------- Other intangible assets, net 2,070 379 - -------------------------------------------------------------------------------- Total intangible assets $5,220 $ 602 - -------------------------------------------------------------------------------- The customer list and software are amortized over 15 years and 4 years, respectively. 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 that 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. -9- Amortization of intangible assets amounted to $77,000 and $155,000 for the three and six-month periods ended June 30, 2003, respectively. There was no amortization of intangible assets recorded in 2002. Estimated amortization of intangibles over the next five years is as follows: $311,000 in 2003, 2004, 2005 and 2006 and $55,000 in 2007. Note 8 - Equity Investments in Non-Marketable Securities During the quarter, the Company converted its $2,000,000 investment in a private imaging company from a convertible debenture into common stock. As part of the conversion, the Company committed to invest an additional $1,133,000 if certain conditions are met. As of June 30, 2003, the total investment of the Company in this entity was $2,433,000. The Company now has an effective 19.93% ownership interest in this entity and the Chairman and CEO of the Company maintains a seat on the entity's Board of Directors. No business has transacted between the companies during the six-month periods ended June 30, 2003 or 2002. The Company made its initial investment in 2001 through a convertible debenture. The business has since performed poorly and has recently received a commitment of an additional $3,000,000 from a new non-affiliated majority owner, in addition to the Company's additional commitment. The new majority owner is currently in the process of stabilizing the business and improving its financial performance. The primary condition for any additional investment by the Company is the amount of the new majority owner's actual financial investment. Should the full amount of such commitment not materialize or the business fail to meet its objectives, the Company's investment could be subject to future impairment. The Company accounts for this investment, along with its other non-marketable equity investments, under the cost method. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, distributions of earnings and additional investments. The Company periodically evaluates whether any declines in fair value of its investments are other than temporary. In performing this evaluation, the Company considers various factors including any decline in market price, where available, the investee's financial condition, results of operations, operating trends and other financial ratios. Note 9 - Commitments and Contingencies The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. 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, 2003, 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 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. The approximate remaining term of commercial and standby letters of credit range from less than 1 to 5 years. 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 may obtain and liquidate the collateral to recover amounts paid under its guarantees on these financial instruments. -10- The following table shows conditional commitments to extend credit, standby letters of credit and commercial letters of credit at June 30, 2003: Amount of Commitment Expiration per Period ------------------------------------------ Less than 1-3 4-5 (In Thousands) Total 1 year Years Years - -------------------------------------------------------------------------------- Unused loan commitments $24,222 $19,222 $ 5,000 $ -- Standby letters of credit 4,746 3,236 1,447 63 Commercial letters of credit 439 439 -- -- 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company operates in four primary business segments: Transportation Information Services, Utility Information Services and through the Company's wholly owned subsidiaries, Cass Commercial Bank ("the Bank"), Banking Services and Government e-Management Solutions, Inc. (GEMS), Government Software Services. The Company is a payment processing and information services company, whose operations include the processing and payment of freight and utility invoices, preparation of management information, auditing and rating of invoices and other payment-related activities for customers located throughout the United States. The 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. GEMS provides the public sector in the United States with integrated financial, property and human resource management systems. Critical Accounting Policies The Company has prepared all of the consolidated financial information in this report in accordance with accounting principles generally accepted in the United States of America (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. There can be no assurances that actual results will not differ from those estimates. Management has identified the accounting policy related to the allowance for loan losses as critical to the understanding of the Company's results of operations, since the application of this policy requires significant management assumptions and estimates that could result in materially different amounts to be reported if conditions or underlying circumstances were to change. The impact and any associated risks related to these policies on our business operations are discussed in the " Allowance and Provision for Loan Losses" section of this report. In addition, management evaluates certain long-term assets such as premises and equipment, goodwill, and foreclosed assets for impairment. Generally, 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. The application of this policy also requires significant management assumptions and estimates that could result in materially different results if conditions or underlying circumstances change. Consolidation of Subsidiary On January 2, 2001, the Bank foreclosed on certain operating assets relating to one borrower in order to protect its financial interests. This borrower was a software company that provided the public sector with integrated financial, property and human resource management systems. The Bank sold these assets to a wholly owned subsidiary, Government e-Management Solutions, Inc. (GEMS) and invested in and stabilized this business. From the date of foreclosure through December 31, 2002 these assets were accounted for as a foreclosed asset held for sale. Statement of Financial Accounting Standards SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", adopted by the Company on January 1, 2002, requires that if certain criteria are not met for long-lived asset (disposal) groups classified as held for sale by the end of the fiscal year in which SFAS 144 is initially applied, the related long-lived assets shall be reclassified as held and used. Therefore, as of January 1, 2003, the Company has reclassified the foreclosed assets relating to GEMS as held and used and consolidated its operations into those of the Company. -11- Results of Operations The following paragraphs more fully discuss the results of operations and changes in financial condition for the three-month period ended June 30, 2003 (the "Second Quarter of 2003") compared to the three-month period ended June 30, 2002 (the "Second Quarter of 2002") and the six-month period ended June 30, 2003 ("First Half of 2003") compared to the six-month period ended June 30, 2002 ("First Half of 2002"). 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 2002 Annual Report on Form 10-K. Results of operations for the Second Quarter of 2003 are not necessarily indicative of the results to be attained for any other period. Net Income The Company's net income was $2,239,000 for the Second Quarter of 2003, an $8,000 or .4% increase compared to net income of $2,231,000 for the Second Quarter of 2002. The Company's net income was $3,757,000 for the First Half of 2003, an $180,000 or 5.0% increase compared to net income of $3,577,000 for the First Half of 2002. Diluted earnings per share were $.66 for both the Second Quarter of 2003 and the Second Quarter of 2002. Diluted earnings per share were $1.11 for the First Half of 2003, a 4.7% increase compared to $1.06 for the First Half of 2002. Payment and processing revenue increased $748,000, or 12.2% during the Second Quarter of 2003 compared to the Second Quarter of 2002. Gains from the sales of securities in the investment portfolio increased $418,000 during this period. These increases however, were mostly offset by a decrease of $949,000, or 12.8% in net interest income due to the dramatic decline in the general level of interest rates during the past year resulting in the modest increase in net income. The increase in net income for the First Half of 2003 over the First Half of 2002 was due to these same factors, although a $2,166,000 increase in payment and processing revenue alone was more than enough to offset the $1,638,000 decrease in net interest income resulting in the 5.0% increase in net income over the prior year. Return on average assets for both the Second Quarter of 2003 and 2002 was 1.51%. Return on average assets for the First Half of 2003 was 1.28% compared with 1.22% for the First Half of 2002. Return on average equity for the Second Quarter of 2003 was 14.74% compared to 16.00% for the Second Quarter of 2002. Return on average equity for the First Half of 2003 was 12.45% compared with 12.96% for the First Half of 2002. Net Interest Income Second Quarter of 2003 compared to Second Quarter of 2002: The Company's tax-equivalent net interest income decreased 15.3% or $1,214,000 from $7,914,000 to $6,700,000. Average earning assets decreased 1.5% or $8,196,000 from $543,006,000 to $534,810,000. The tax-equivalent net interest margin decreased from 5.85% to 5.02%. The average tax-equivalent yield on earning assets decreased from 6.28% to 5.36%. The average rate paid on interest-bearing liabilities decreased from 1.61% to 1.28%. The average balances of loans increased $38,525,000 from $396,927,000 to $435,452,000, investment in debt and equity securities, at amortized cost, decreased $63,477,000 from $118,116,000 to $54,639,000, and federal funds sold and other short-term investments increased $16,756,000 from $27,963,000 to $44,719,000. The average balance of noninterest-bearing demand deposit accounts decreased $3,762,000 from $99,180,000 to $95,418,000, interest-bearing liabilities decreased $6,450,000 from $145,624,000 to $139,174,000 and accounts and drafts payable increased $3,879,000 from $286,279,000 to $290,158,000. The increase in average loan balances during this period was primarily attributable to the Bank's marketing efforts, both in the commercial and church and church-related areas. The decrease in debt and equity securities and increase in federal funds sold and other short-term investments reflects management's asset allocation decisions given projected liquidity requirements, market interest rates and the attractiveness of alternative investments. The decrease in interest-bearing liabilities is primarily due to existing customers maintaining lower balances in savings and money market deposit accounts and shifting funds to higher yielding accounts, both within the Bank, creating an increase in time deposits, and outside the Bank, resulting in lower overall deposits. Time deposits also increased as a result of a certificate of deposit promotion. The moderate increase in average accounts and drafts payable relates to increases in invoice dollars paid reduced by a decrease in the amount of time funds were held by the Company for investment. -12- The decreases experienced during the Second Quarter of 2003 in net interest income and the net interest margin were due primarily to the decline in the general level of interest rates. The Company partially mitigated the effects of this decline in interest rates by increasing loan balances, which is one of the Company's highest yielding earning assets. 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 the Company in the form of accounts and drafts payable. For more information please refer to the tables on pages 13 through 16. First Half of 2003 compared to the First Half of 2002: The Company's tax-equivalent net interest income decreased 12.0% or $1,854,000 from $15,493,000 to $13,639,000. Average earning assets decreased 1.0% or $5,367,000 from $539,931,000 to $534,564,000. The tax-equivalent net interest margin decreased from 5.79% to 5.15%. The average tax-equivalent yield on earning assets decreased from 6.21% to 5.49%. The average rate paid on interest-bearing liabilities decreased from 1.64% to 1.30%. The average balances of loans increased $44,582,000 from $390,198,000 to $434,780,000, investment in debt and equity securities, at amortized cost, decreased $56,654,000 from $117,014,000 to $60,360,000, and federal funds sold and other short-term investments increased $6,705,000 from $32,719,000 to $39,424,000. The average balance of noninterest bearing demand deposit accounts decreased $6,602,000 from $101,753,000 to $95,151,000, accounts and drafts payable increased $2,371,000 from $286,565,000 to $288,936,000, and interest-bearing liabilities increased $285,000 from $140,048,000 to $140,333,000. The increases and decreases experienced in earning assets and funding sources during the First Half of 2003 were attributable to the same factors as those described for the second quarter, except for interest bearing deposits. The average balance of interest bearing deposits increased slightly in the First Half of 2003 compared with the First Half of 2002 although there was a shift from demand and savings deposits to time deposits as new and existing customers shifted funds to the higher yielding deposit accounts. The decreases experienced during the First Half of 2002 in net interest income and the net interest margin were also caused primarily by decreases in the general level of interest rates. For more information please refer to the table on pages 14 through 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 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. -13-
Second Quarter 2003 Second Quarter 2002 ------------------- ------------------- 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 $ 429,749 $ 6,248 5.83% $ 390,838 $ 6,485 6.66% Tax-exempt (4) 5,703 108 7.60 6,089 115 7.58 Debt and equity securities (5): Taxable 22,806 133 2.34 73,035 1,008 5.54 Tax-exempt (4) 31,833 529 6.67 45,081 772 6.87 Federal funds sold and other short-term investments 44,719 126 1.13 27,963 119 1.71 - --------------------------------------------------------------------------------------------------------------------- Total earning assets 534,810 7,144 5.36 543,006 8,499 6.28 Nonearning assets: Cash and due from banks 20,398 24,245 Premises and equipment, net 15,236 16,399 Foreclosed assets 1,134 5,499 Other assets 27,514 8,559 Allowance for loan losses (5,390) (5,002) - --------------------------------------------------------------------------------------------------------------------- Total assets $ 593,702 $ 592,706 - --------------------------------------------------------------------------------------------------------------------- Liabilities And Shareholders' Equity (1) Interest-bearing liabilities: Interest-bearing demand deposits $ 51,014 $ 104 .82% $ 59,356 $ 166 1.12% Savings deposits 35,962 81 .90 46,406 151 1.31 Time deposits of $100 or more 42,913 203 1.90 30,410 200 2.64 Other time deposits 8,184 51 2.50 5,543 46 3.33 - --------------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 138,073 439 1.28 141,715 563 1.59 Short-term borrowings 1,101 5 1.82 3,909 22 2.26 - --------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 139,174 444 1.28 145,624 585 1.61 Noninterest-bearing liabilities: Demand deposits 95,418 99,180 Accounts and drafts payable 290,158 286,279 Other liabilities 8,029 5,708 - --------------------------------------------------------------------------------------------------------------------- Total liabilities 532,779 536,791 Shareholders' equity 60,923 55,915 Total liabilities and shareholders' equity $ 593,702 $ 592,706 - --------------------------------------------------------------------------------------------------------------------- Net interest income $ 6,700 $ 7,914 Interest spread 4.08% 4.67% Net interest margin 5.02% 5.85% - ---------------------------------------------------------------------------------------------------------------------
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 2002 Consolidated Financial Statements. 3. Interest income on loans includes net loan fees of $24,000 and $202,000 for the Second Quarter of 2003 and 2002, respectively. 4. Interest income is presented on a tax-equivalent basis assuming a tax rate of 34%. The tax-equivalent adjustment was approximately $215,000 and $300,000 for the Second Quarter of 2003 and 2002, 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. -14-
First Half of 2003 First Half of 2002 ------------------ ------------------ 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 $ 429,054 $ 12,593 5.92% $ 384,087 $ 12,636 6.63% Tax-exempt (4) 5,726 216 7.61 6,111 230 7.59 Debt and equity securities (5): Taxable 24,685 321 2.62 79,585 2,203 5.58 Tax-exempt (4) 35,675 1,187 6.71 37,429 1,281 6.90 Federal funds sold and other short-term investments 39,424 226 1.16 32,719 279 1.72 - --------------------------------------------------------------------------------------------------------------- Total earning assets 534,564 14,543 5.49 539,931 16,629 6.21 Nonearning assets: Cash and due from banks 19,691 23,662 Premises and equipment, net 15,533 16,497 Foreclosed assets 1,066 5,453 Other assets 27,006 9,002 Allowance for loan losses (5,359) (4,972) - --------------------------------------------------------------------------------------------------------------- Total assets $ 592,501 $ 589,573 - --------------------------------------------------------------------------------------------------------------- Liabilities And Shareholders' Equity (1) Interest-bearing liabilities: Interest-bearing demand deposits $ 52,885 $ 221 .84% $ 59,623 $ 344 1.16% Savings deposits 35,868 163 .92 45,929 307 1.35 Time deposits of $100 or more 42,790 416 1.96 27,026 366 2.73 Other time deposits 6,957 90 2.61 5,198 94 3.65 - --------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 138,500 890 1.30 137,776 1,111 1.63 Short-term borrowings 1,833 14 1.54 2,272 25 2.22 - --------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 140,333 904 1.30 140,048 1,136 1.64 Noninterest-bearing liabilities: Demand deposits 95,151 101,753 Accounts and drafts payable 288,936 286,565 Other liabilities 7,225 5,551 - --------------------------------------------------------------------------------------------------------------- Total liabilities 531,645 533,917 Shareholders' equity 60,856 55,656 Total liabilities and shareholders' equity $ 592,501 $ 589,573 - --------------------------------------------------------------------------------------------------------------- Net interest income $ 13,639 $ 15,493 Interest spread 4.19% 4.57% Net interest margin 5.15% 5.79% - ---------------------------------------------------------------------------------------------------------------
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 2002 Consolidated Financial Statements. 3. Interest income on loans includes net loan fees of $35,000 and $258,000 for the First Half of 2003 and 2002, respectively. 4. Interest income is presented on a tax-equivalent basis assuming a tax rate of 34%. The tax-equivalent adjustment was approximately $475,000 and $511,000 for the First Half of 2003 and 2002, 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. -15- 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 2003 Over 2002 ------------------------------- (In Thousands) Volume Rate Total - -------------------------------------------------------------------------------- Increase (decrease) in interest income: Loans (1,2): Taxable $ 610 $ (847) $ (237) Tax-exempt (3) (7) -- (7) Debt and equity securities: Taxable (476) (399) (875) Tax-exempt (3) (221) (22) (243) Federal funds sold and other short-term investments 56 (49) 7 - -------------------------------------------------------------------------------- Total interest income (38) (1,317) (1,355) - -------------------------------------------------------------------------------- Interest expense on: Interest-bearing demand deposits (21) (41) (62) Savings deposits (30) (40) (70) Time deposits of $100 or more 69 (66) 3 Other time deposits 18 (13) 5 Short-term borrowings (13) (4) (17) - -------------------------------------------------------------------------------- Total interest expense 23 (164) (141) - -------------------------------------------------------------------------------- Net interest income $ (60) $(1,154) $(1,214) - -------------------------------------------------------------------------------- 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 34%. First Half 2003 Over 2002 ------------------------------- (In Thousands) Volume Rate Total - -------------------------------------------------------------------------------- Increase (decrease) in interest income: Loans (1,2): Taxable $ 1,396 $(1,439) $ (43) Tax-exempt (3) (15) 1 (14) Debt and equity securities: Taxable (1,064) (818) (1,882) Tax-exempt (3) (59) (35) (93) Federal funds sold and other short-term investments 50 (103) (53) - -------------------------------------------------------------------------------- Total interest income 308 (2,394) (2,086) - -------------------------------------------------------------------------------- Interest expense on: Interest-bearing demand deposits (36) (87) (123) Savings deposits (59) (85) (144) Time deposits of $100 or more 173 (123) 50 Other time deposits 27 (31) (4) Short-term borrowings (4) (7) (11) - -------------------------------------------------------------------------------- Total interest expense 101 (333) (232) - -------------------------------------------------------------------------------- Net interest income $ 207 $(2,060) $(1,854) - -------------------------------------------------------------------------------- 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 34%. -16- 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 no provision made for loan losses during the Second Quarter of 2003 and a $180,000 provision made in the Second Quarter of 2002. There was a $90,000 provision made during the First Half of 2003 and a $270,000 provision made during the First Half of 2002. Net loans recovered for the Second Quarter of 2003 were $6,000 compared to net loans charged off of $77,000 for the Second Quarter of 2002. Net loans recovered for the First Half of 2003 were $10,000 compared with net loans charged off of $67,000 for the First Half of 2002. The provision for loan losses can vary over time based on an ongoing assessment of the adequacy of the allowance for loan losses. The allowance for loan losses at June 30, 2003 was $5,393,000 and at December 31, 2002 was $5,293,000. The ratio of allowance for loan losses to total loans outstanding at June 30, 2003 and December 31, 2002 was 1.22%. Nonperforming loans were $1,727,000 or .39% of total loans at June 30, 2003 compared to $9,194,000 or 2.12% of total loans at December 31, 2002. The decrease from December 31, 2002 is primarily due to two loans totaling $4,252,000 that were renegotiated in 2002 that are currently performing under their new terms and two loans totaling $4,891,000 that were contractually past due over 90 days at year-end and were fully paid-off during the First Quarter of 2003. At June 30, 2003, impaired loans totaled $8,398,000, which included $1,206,000 of nonaccrual loans compared with impaired loans at December 31, 2002 of $12,188,000, which included $51,000 of nonaccrual loans. The allowance for loan losses on impaired loans was $1,123,000 at June 30, 2003. The decrease in impaired loans from December 31, 2002 relates primarily to the decrease in loans contractually past due over 90 days as explained in the previous paragraph. The current balance of $4,229,000 of loans renegotiated in 2002, as explained in the previous paragraph, relates to two borrowers and although currently performing, are still considered impaired by management. The remaining balance of impaired loans relates to several other borrowers. One represents a borrower that has an outstanding balance of $1,476,000, which is collateralized by all business assets and has been current on all payments. This borrower has experienced financial difficulties due to general economic conditions. Should its condition not improve, a shortfall in collection of the full principal balance could result. The probable shortfall has been specifically reserved for in the allowance for loan losses. A second borrower has an outstanding balance of $783,000 collateralized by real estate and has a SBA guarantee. There has been delinquency in loan payments due to slower than expected lease-up of real estate property. Another borrower with an outstanding balance of $675,000 is current under the loan terms, but is going through a liquidation of assets. This loan is secured by the borrower's inventory, but management believes that there may be a shortfall in collecting the full principal balance of the loan upon liquidation and therefore has specifically reserved for the expected shortfall. The remaining balance is made up of smaller loans, one with a balance of $481,000 that was renegotiated in the First Quarter of 2003 and is current under the new terms of the agreement. The allowance for loan losses has been established and is maintained to absorb losses inherent 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, commercial real estate, and construction loans when a loan is considered to be impaired. A loan is impaired when, based on an evaluation of current information and events, it is probable that the Company will not be able to collect all amounts due (principal and interest) pursuant to the original contractual terms. The Company measures impairment based upon the present value of expected future cash flows discounted at the loan's original effective interest rate or the fair value of the collateral if the loan is collateral dependent. 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 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. -17- Summary of Asset Quality The following table presents information as of and for the three and six-month periods ended June 30, 2003 and 2002 pertaining to the Company's provision for loan losses and analysis of the allowance for loan losses.
Three Months Ended Six Months Ended June 30 June 30 ------------------------ ------------------------ (Dollars in Thousands) 2003 2002 2003 2002 - ----------------------------------------------------------------------------------------------------------------- Allowance at beginning of period $ 5,387 $ 5,006 $ 5,293 $ 4,906 Provision charged to expense -- 180 90 270 Loans charged off -- 95 2 95 Recoveries on loans previously charged off 6 18 12 28 - ----------------------------------------------------------------------------------------------------------------- Net loans (recoverd) charged-off (6) 77 (10) 67 Allowance at end of period $ 5,393 $ 5,109 $ 5,393 $ 5,109 - ----------------------------------------------------------------------------------------------------------------- Loans outstanding: Average $ 435,452 $ 396,927 $ 434,780 $ 390,198 June 30 443,621 412,628 443,621 412,628 Ratio of allowance for loan losses to loans outstanding: Average 1.24% 1.29% 1.24% 1.31% June 30 1.22 1.24 1.22 1.24 Nonperforming loans: Nonaccrual loans $ 1,206 $ 454 $ 1,206 $ 454 Loans past due 90 days or more 40 22 40 22 Renegotiated loans 481 174 481 174 - ----------------------------------------------------------------------------------------------------------------- Total non performing loans $ 1,727 $ 650 $ 1,727 $ 650 Other impaired loans $ 6,671 $ 4,404 $ 6,671 $ 4,404 Foreclosed assets $ 1,154 $ 5,814 $ 1,154 $ 5,814 - ----------------------------------------------------------------------------------------------------------------- Nonperforming loans as percentage of average loans .40% .16% .40% .17% - -----------------------------------------------------------------------------------------------------------------
Foreclosed assets at June 30, 2002 includes $5,102,000 related to operating assets of one business, which was foreclosed on by the Bank on January 2, 2001. This entity, Government e-Management Solutions, Inc.(GEMS), is a software company that provides the public sector with integrated financial, property and human resource management systems. As explained earlier, under the provision of SFAS 144, this group of assets was reclassified effective January 1, 2003 and the related operations have been consolidated into those of the Company. The Bank currently has two properties which it is carrying as other real estate owned at what management believes to be fair value less cost to sell. The first property was foreclosed on August 8, 2001 and is recorded at $858,000 and the second property was foreclosed on December 19, 2002 and is recorded at $296,000. Noninterest Income Noninterest income is principally derived from payment and processing fees. Processing volumes related to these fees for the three and six-month periods ended June 30, 2003 and 2002 are as follows:
Three Months Ended Six Months Ended June 30 June 30 --------------------------------- --------------------------------- % % (In Thousands) 2003 2002 Change 2003 2002 Change - -------------------------------------------------------------------------------------------------------------- Transportation Information Services: Invoice Bill Volume 5,810 5,316 9.3% 11,476 10,275 11.7% Invoice Dollar Volume $2,154,256 $1,886,067 14.2% $4,208,168 $3,727,704 12.9% Utility Information Services: Invoice Transaction Volume 1,116 845 32.1% 2,149 1,607 33.7% Invoice Dollar Volume 788,714 $ 589,295 33.8% $1,614,075 $1,193,662 35.2%
-18- Total noninterest income for the Second Quarter of 2003 was $10,662,000, a $3,160,000 or 42.1% increase compared with the Second Quarter of 2002. Total noninterest income for the First Half of 2003 was $19,964,000, a 47.8% increase over the First Half of 2002. The Company's freight and utility payment and processing fees for the Second Quarter of 2003 were $6,870,000, a $748,000 or 12.2% increase compared to the Second Quarter of 2002. Fees generated from the Transportation Information Services Division in the Second Quarter of 2003 were $4,669,000, a $247,000 or 5.6% increase compared to the Second Quarter of 2002. Processing fees from the Utility Information Services Division in the Second Quarter of 2003 were $2,201,000, a $501,000 or 29.5% increase compared to the Second Quarter of 2002. Payment and processing fees for the First Half of 2003 were $13,839,000, a $2,166,000 or 18.6% increase compared to the First Half of 2002. Fees generated from the Transportation Information Services Division for the First Half of 2003 were $9,639,000, a $1,084,000 or 12.7% increase compared to the First Half of 2002. Processing fees from the Utility Information Services Division for the First Half of 2003 were $4,200,000, a $1,082,000 or 34.7% increase compared to the First Half of 2002. The increases in fees from the Transportation Information Services Division during the First Quarter and First Half of 2003 were due to new customers and new services. The increases in fees from the Utility Information Services Division were primarily due to the addition of new customers from the marketing efforts of this new segment. The consolidation of GEMS resulted in $1,829,000 of additional noninterest income for the Second Quarter of 2003 and $3,607,000 for the First Half of 2003. As explained earlier, the operating results of this wholly owned subsidiary were consolidated on January 1, 2003. Bank service fees for the Second Quarter of 2003 were $465,000, a $41,000 or 9.7% increase compared to the Second Quarter of 2002. Bank service fees for the First Half of 2003 were $891,000, a $55,000 or 6.6% increase compared with the First Half of 2002. Gains on the sales of investment securities for the Second Quarter and First Half of 2003 were $1,362,000, a $418,000 or 44.3% increase over the Second Quarter and First Half of 2002. The fair value of securities sold in the Second Quarter and First Half of 2003 were $24,534,000 and for the Second Quarter and First Half of 2002 were $52,238,000. The sales of securities were transacted to adjust the portfolio to reflect the changes in the interest rate environment and growth in the loan portfolio during the past two years and to offset the loss in interest income due to the dramatic decline in the general level of interest rates. Other noninterest income increased $124,000 from $12,000 in the Second Quarter of 2002 to $136,000 in the Second Quarter of 2003. Other noninterest income for the First Half of 2003 increased $212,000 from $53,000 in the First Half of 2002 to $265,000 in the First Half of 2003. This increase is primarily due to income recognized from the increase in the cash surrender value of bank owned life insurance purchased by the Company in the Third Quarter of 2002. Noninterest Expense Total noninterest expense for the Second Quarter of 2003 increased $2,158,000 or 18.4% compared to the Second Quarter of 2002 and increased $4,611,000 or 20.0% in the First Half of 2003 over 2002. Of these increases, the consolidation of GEMS contributed $1,786,000 for the quarter and $3,464,000 for the half. Excluding the GEMS consolidation, total noninterest expense increased 3.2% for the quarter and 5.0% for the half. Salaries and benefits expense for the Second Quarter of 2003 increased $1,503,000 or 19.0% over the same period last year and increased $3,249,000 or 21.0% for the First Half of 2003 over 2002. Of these increases, the consolidation of GEMS amounted to $1,000,000 for the quarter $2,023,000 for the half. The remaining increases were due primarily to an increase in staff in both the transportation and utility processing divisions due to an increase in production and to increases in health, worker's compensation and short-term disability insurance expenses. Occupancy expense for the Second Quarter of 2003 increased $73,000 or 19.0% compared to the Second Quarter of 2002 and increased $145,000 or 19.4% in the First Half of 2003 over 2002. Of these increases, $58,000 relates to the consolidation of GEMS for the quarter and $116,000 for the half. The remaining increases relate primarily to real estate taxes and the maintenance and repair of premises. Equipment expense for the Second Quarter of 2003 increased $6,000 compared to the Second Quarter of 2002 and increased $78,000 or 3.5% in the First Half of 2003 over 2002. Increases in equipment expenses related to the consolidation of GEMS were $96,000 for the quarter and $201,000 in the half. The increases related to the consolidation were offset by decreases in computer equipment maintenance from the consolidation of equipment within the transportation processing division and lower depreciation and amortization on equipment and computer software. -19- Other noninterest expenses for the Second Quarter of 2003 increased $576,000 or 24.9% compared to the Second Quarter of 2002 and increased $1,139,000 or 24.9% in the First Half of 2003 over 2002. The consolidation of GEMS contributed $632,000 for the quarter and $1,124,000 for the half. Included in the other noninterest expenses of GEMS is the amortization of customer list and software intangible assets of $77,000 for the quarter and $155,000 for the half. Excluding the affect of the GEMS consolidation, these expenses remained relatively flat. Income tax expense for the Second Quarter of 2003 increased $45,000 or 4.5% compared to the Second Quarter of 2002 and increased $29,000 or 1.8% for the First Half of 2003 over 2002. The effective tax rate for the Second Quarter of 2003 was 32% compared with 31% in the Second Quarter of 2002 and was 30% for the First Half of 2003 compared to 31% for the First Half of 2002. The primary reason for the increase in the effective tax rate for the Second Quarter of 2003 was due to the reduction of the Company's investment in tax-exempt securities. Since the decrease in the investment in tax-exempt securities occurred in the Second Quarter of 2003 the effective tax rate for First Half of 2003 did not have the full effect of this reduction. Financial Condition Total assets at June 30, 2003 were $593,050,000, an increase of $20,817,000 or 3.6% from December 31, 2002. Loans, net of the allowance for loan losses, at June 30, 2003 were $438,228,000, an increase of $8,832,000 or 2.1% from December 31, 2002. Total investments in debt and equity securities at June 30, 2003 were $39,351,000, a $30,020,000 or 43.3% decrease from December 31, 2002. Federal funds sold and other short-term investments at June 30, 2003 were $43,693,000 a $37,966,000 increase from December 31, 2002. Total deposits at June 30, 2003 were $253,315,000, a $9,797,000 or 4.0% increase from December 31, 2002. Accounts and drafts payable were $269,142,000, a $45,521,000 or 20.4% increase from December 31, 2002. Short-term borrowings at June 30, 2003 were $18,000, a $37,420,000 decrease from December 31, 2002. Total shareholders' equity at June 30, 2003 was $61,831,000, a $785,000 or 1.3% increase from December 31, 2002. The increase in loans relates primarily to the Bank's marketing efforts. The decrease in debt and equity securities relates to the sale of $24,534,000 of securities in the Second Quarter of 2003 and the maturing of securities during the First Half of 2003. The reduction in securities contributed to an increase in federal funds sold and other short-term investments. The increase in deposits was primarily due to the Bank's promotional efforts in the Second Quarter of 2003. The ending balances of accounts and drafts payable increased due to both the fact that these balances 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 and due to special funding arrangements the Company made with a few large customers at year-end. For this reason, average balances are a more meaningful measure of accounts and drafts payable (for average balances refer to the tables on pages 13 through 15). The increase in total shareholders' equity resulted from net income of $3,757,000; cash received from the exercise of stock options of $236,000; the tax benefit received from the exercise of stock options of $173,000; and the amortization of the stock bonus plan of $25,000; offset by dividends paid of $1,414,000 ($.42 per share); purchase of treasury shares of $1,764,000 (59,237 shares) and the decrease in other comprehensive income of $228,000. Liquidity and Capital Resources The balances of liquid assets consists of cash and cash equivalents, which include cash and due from banks, federal funds sold, and money market funds were $70,425,000 at June 30, 2003, an increase of $40,419,000 or 134.7% from December 31, 2002. At June 30, 2003 these assets represented 11.9% 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 debt and equity securities was $39,351,000 at June 30, 2003, a decrease of $30,020,000 or 43.3% from December 31, 2002. These assets represented 6.6% of total assets at June 30, 2003. Of this total, 47% were state and municipal securities, 38% were mortgage-backed securities, 12% were U.S. government agencies and 3% were other securities. Of the total portfolio, 25% matures in less than one year, 30% matures in one to five years and 45% matures in five or more years. The investment portfolio provides secondary liquidity through regularly scheduled maturities, the ability to sell securities and the ability to use these securities in conjunction with repurchase lines of credit. -20- The Bank has unsecured lines at correspondent banks to purchase federal funds up to a maximum of $33,000,000. Additionally, the Company maintains secured lines of credit at unaffiliated financial institutions in the maximum amount of $57,708,000. 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 the Company has also historically been a stable source of funds. Net cash provided by operating activities totaled $7,040,000 for the First Half of 2003, compared to $4,977,000 for the First Half of 2002. Net cash provided by investing activities was $18,423,000 for the First Half of 2003, compared with net cash used of $4,843,000 for the First Half of 2002. Net cash provided by financing activities for the First Half of 2003 was $14,956,000, compared with $17,413,000 for the First Half of 2002. The increase in net cash provided by operating activities relates primarily to the consolidation of GEMS. Net cash provided by investing activities in the First Half of 2003 compared with net cash used in the First Half of 2002 relates primarily to the purchase of debt and equity securities and a larger increase in loan balances in the First Half of 2002. These increases in cash used in investing activities were partially offset by an increase in the amount of securities sold and maturing in the First Half of 2002. The decrease in net cash provided by financing activities in the First Half of 2003 relates primarily to the decrease in short-term borrowings, which was offset by an increase in deposits and an increase in accounts and drafts payable. 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, 2003 and December 31, 2002: June 30, 2003 Amount Ratio - -------------------------------------------------------------------------------- Total capital (to risk-weighted assets) Cass Information Systems, Inc. $61,418,000 12.11% Cass Commercial Bank 29,852,000 11.46 Tier I capital (to risk-weighted assets) Cass Information Systems, Inc. $56,025,000 11.05% Cass Commercial Bank 26,739,000 10.27 Tier I capital (to average assets) Cass Information Systems, Inc. $56,025,000 9.53% Cass Commercial Bank 26,739,000 9.26 - -------------------------------------------------------------------------------- December 31, 2002 Amount Ratio - -------------------------------------------------------------------------------- Total capital (to risk-weighted assets) Cass Information Systems, Inc. $59,625,000 12.07% Cass Commercial Bank 27,425,000 10.94 Tier I capital (to risk-weighted assets) Cass Information Systems, Inc. $54,332,000 11.00% Cass Commercial Bank 24,412,000 9.74 Tier I capital (to average assets) Cass Information Systems, Inc. $54,332,000 9.16% Cass Commercial Bank 24,412,000 8.98 - -------------------------------------------------------------------------------- -21- 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. 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, 2002, 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, 2003 has changed materially from that at December 31, 2002. ITEM 4. DISCLOSURES AND CONTROLS The Company maintains controls and procedures designed to ensure that the information it is required to disclose in the reports it files with the SEC is recorded, processed, summarized and reported to management, including the Chief Executive Officer and Chief Financial Officer within the time periods specified in the rules of the SEC. The Company's Chief Executive and Chief Financial Officers have reviewed and evaluated these controls within 90 days of the filing of this report and based on their evaluation believe that these procedures are effective 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. Since the date of the most recent evaluation of the Company's internal controls by the Chief Executive and Chief Financial Officers, there have been no significant changes in such controls or in other factors that could have significantly affected those controls, including any corrective actions. -22- 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 At the annual meeting of the shareholders of Cass Information Systems, Inc. held on April 21, 2003, the following proposals were voted on and approved: The following is a summary of votes cast. No broker non-votes were received. 1.Proposal to elect four Directors for a term of three years ending 2006;
Withheld For Authority --------- --------- Robert J. Bodine 2,490,410 74,744 Thomas J. Fucoloro 2,490,205 74,949 Harry J. Krieg 2,490,410 74,744 Howard A. Kuehner 2,490,410 74,744 2.Proposal to ratify the selection of KPMG LLP as independent accountants for 2003. For Against Abstain --------- ------- ------- 2,551,704 2,542 10,908
ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 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 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports of Form 8-K The Company filed a report on Form 8-K under Items 7 and 9 dated April 21, 2003, reporting the announcement of the Company's earnings for the first quarter of 2003. -23- 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, 2003 By /s/ Lawrence A. Collett ---------------------------------------- Lawrence A. Collett Chairman and Chief Executive Officer DATE: August 8, 2003 By /s/ Eric H. Brunngraber ---------------------------------------- Eric H. Brunngraber Vice President-Secretary (Chief Financial and Accounting Officer) -24- EX-31.1 3 e300547_ex31-1.txt CERTIFICATION PURSUANT TO SECTION 302 Exhibit 31.1 CERTIFICATION 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 quarterly 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 consolidated 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)) 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) 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 c) 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 forth 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 registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls 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. /s/ Lawrence A. Collett - ------------------------------------ Lawrence A. Collett Chairman and Chief Executive Officer August 8, 2003 EX-31.2 4 e300547_ex31-2.txt CERTIFICATION PURSUANT TO SECTION 302 Exhibit 31.2 CERTIFICATION I, Eric H. Brunngraber, Chief Financial and Accounting 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 consolidated financial statements, and other financial information included in this quarterly 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)) 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) 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 c) 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 forth 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 registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls over financial reporting 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. /s/ Eric H. Brunngraber - ---------------------------------------- Eric H. Brunngraber Vice President - Secretary (Chief Financial and Accounting Officer) August 8, 2003 EX-32 5 e300547_ex32.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 32 CERTIFICATION PURSUANT TO 10 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, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Lawrence A. Collett and Eric H. Brunngraber, Chairman and Chief Executive Officer and Chief Financial and Accounting Officer, respectively, 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 result of operations of the Company. /s/ Lawrence A. Collett - ---------------------------------------- Lawrence A. Collett Chairman and Chief Executive Officer August 8, 2003 /s/ Eric H. Brunngraber - ---------------------------------------- Eric H. Brunngraber Vice President - Secretary (Chief Financial and Accounting Officer) August 8, 2003 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. -----END PRIVACY-ENHANCED MESSAGE-----