-----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, Pr9E/XFSPltxOnkKm9XmAnIdtl7ggSrPRx1CIYKg8o4cK4uQ+tETc8qKE5RqNMMB cW1tpKi/YsIQZXxsBc5cgw== 0001193805-06-001930.txt : 20060808 0001193805-06-001930.hdr.sgml : 20060808 20060808163036 ACCESSION NUMBER: 0001193805-06-001930 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASS INFORMATION SYSTEMS INC CENTRAL INDEX KEY: 0000708781 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] 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: 061013534 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 e600876_10q-cass.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File No. 2-80070 ----------------- CASS INFORMATION SYSTEMS, INC. (Exact name of registrant as specified in its charter) Missouri 43-1265338 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 13001 Hollenberg Drive Bridgeton, Missouri 63044 (Address of principal executive offices) (Zip Code) (314) 506-5500 (Registrant's telephone number, including area code) ----------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one) Large Accelerated Filer |_| Accelerated Filer |X| Non-Accelerated Filer |_| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| The number of shares outstanding of registrant's only class of stock as of August 8, 2006: Common stock, par value $.50 per share - 5,551,957 shares outstanding. TABLE OF CONTENTS PART I - Financial Information Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheets June 30, 2006 (unaudited) and December 31, 2005 3 Consolidated Statements of Income Three and six months ended June 30, 2006 and 2005 (unaudited) 4 Consolidated Statements of Cash Flows Six months ended June 30, 2006 and 2005 (unaudited) 5 Notes to Consolidated Financial Statements (unaudited) 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 24 Item 4. CONTROLS AND PROCEDURES 24 PART II - Other Information - Items 1. - 6. 26 SIGNATURES 27 Forward-looking Statements - Factors That May Affect Future Results This report may contain or incorporate by reference forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors which may cause future performance to vary from expected performance summarized in the forward-looking statements, including those set forth in this paragraph and in the "Risk Factors" section of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission. Important factors that could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by those statements include, but are not limited to: the failure to successfully execute our corporate plan, the loss of key personnel or inability to attract additional qualified personnel, the loss of key customers, increased competition, the inability to remain current with rapid technological change, risks related to acquisitions, risks associated with business cycles and fluctuations in interest rates, utility and system interruptions or processing errors, rules and regulations governing financial institutions and changes in such rules and regulations, credit risk related to borrowers' ability to repay loans, concentration of loans to certain segments such as commercial enterprises, churches and borrowers in the St. Louis area which creates risks associated with adverse factors that may affect these groups and volatility of the price of our common stock. We undertake no obligation to publicly update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, or changes to future results over time. -2- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in Thousands except Share and Per Share Data)
June 30 December 31 2006 2005 ------------------------ Assets Cash and due from banks $ 26,347 $ 29,561 Federal funds sold and other short-term investments 127,956 120,131 --------- --------- Cash and cash equivalents 154,303 149,692 --------- --------- Securities available-for-sale, at fair value 89,790 94,859 Loans 531,494 529,306 Less: Allowance for loan losses 6,312 6,284 --------- --------- Loans, net 525,182 523,022 --------- --------- Premises and equipment, net 12,835 11,987 Investment in bank owned life insurance 11,776 11,545 Payments in excess of funding 10,664 7,665 Goodwill 4,398 4,398 Assets related to discontinued operations 400 400 Other intangible assets, net 849 935 Other assets 16,525 14,195 --------- --------- Total assets $ 826,722 $ 818,698 ========= ========= Liabilities and Shareholders' Equity Liabilities: Deposits: Noninterest-bearing $ 96,888 $ 116,396 Interest-bearing 179,362 170,602 --------- --------- Total deposits 276,250 286,998 Accounts and drafts payable 457,762 445,811 Short-term borrowings 206 188 Subordinated convertible debentures 3,700 3,700 Liabilities related to discontinued operations 184 1,848 Other liabilities 8,528 4,872 --------- --------- Total liabilities 746,630 743,417 --------- --------- Shareholders' Equity: Preferred stock, par value $.50 per share; 2,000,000 shares authorized and no shares issued -- -- Common stock, par value $.50 per share; 20,000,000 shares authorized and 6,336,593 shares issued at June 30, 2006 and December 31, 2005 3,168 3,168 Additional paid-in capital 17,693 18,326 Retained earnings 77,215 71,506 Common shares in treasury, at cost (786,730 shares at June 30, 2006 and 836,457 shares at December 31, 2005) (17,092) (17,313) Accumulated other comprehensive loss (892) (406) --------- --------- Total shareholders' equity 80,092 75,281 --------- --------- Total liabilities and shareholders' equity $ 826,722 $ 818,698 ========= =========
See accompanying notes to unaudited consolidated financial statements. -3- CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands except Share and Per Share Data)
Three Months Ended Six Months Ended June 30 June 30 --------------------- --------------------- 2006 2005 2006 2005 - -------------------------------------------------------------------------------------------------------- Fee Revenue and Other Income: Information services payment and processing revenue $ 9,806 $ 8,737 $ 19,494 $ 17,329 Bank service fees 348 387 925 745 Gains on sales of investment securities -- -- -- 547 Other 200 159 401 343 -------- -------- -------- -------- Total fee revenue and other income 10,354 9,283 20,820 18,964 -------- -------- -------- -------- Interest Income: Interest and fees on loans 9,056 7,936 17,838 15,362 Interest and dividends on debt and equity securities: Taxable 272 202 538 375 Exempt from federal income taxes 638 329 1,274 722 Interest on federal funds sold and other short-term investments 1,408 722 2,680 1,248 -------- -------- -------- -------- Total interest income 11,374 9,189 22,330 17,707 -------- -------- -------- -------- Interest Expense: Interest on deposits 1,464 1,166 2,728 2,108 Interest on short-term borrowings 1 1 3 2 Interest on subordinated convertible debentures 49 49 98 98 -------- -------- -------- -------- Total interest expense 1,514 1,216 2,829 2,208 -------- -------- -------- -------- Net interest income 9,860 7,973 19,501 15,499 Provision for loan losses 150 200 300 400 -------- -------- -------- -------- Net interest income after provision for loan losses 9,710 7,773 19,201 15,099 -------- -------- -------- -------- Operating Expense: Salaries and employee benefits 10,267 9,485 20,537 18,680 Occupancy 485 508 940 944 Equipment 743 716 1,396 1,430 Amortization of intangible assets 43 43 86 86 Other operating expense 2,746 2,287 5,194 4,486 -------- -------- -------- -------- Total operating expense 14,284 13,039 28,153 25,626 -------- -------- -------- -------- Income before taxes and discontinued operations 5,780 4,017 11,868 8,437 Income tax expense 2,056 1,407 4,192 2,876 -------- -------- -------- -------- Net income from continuing operations 3,724 2,610 7,676 5,561 -------- -------- -------- -------- Loss from discontinued operations before income tax expense (325) (39) (325) (314) Income tax benefit (136) (13) (136) (104) -------- -------- -------- -------- Net loss from discontinued operations (189) (26) (189) (210) Net Income $ 3,535 $ 2,584 $ 7,487 $ 5,351 ======== ======== ======== ======== Basic Earnings Per Share: From continuing operations $ .67 $ .48 $ 1.38 $ 1.01 From discontinued operations (.03) (.01) (.03) (.04) Basic earnings per share .64 .47 1.35 .97 Diluted Earnings Per Share: From continuing operations $ .65 $ .47 $ 1.35 $ .99 From discontinued operations (.03) (.01) (.03) (.04) Diluted earnings per share .62 .46 1.32 .95
See accompanying notes to unaudited consolidated financial statements. -4- CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands)
Six Months Ended June 30 ----------------------- 2006 2005 Cash Flows From Operating Activities: Net income from continuing operations $ 7,676 $ 5,561 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 913 1,102 Gains on sales of investment securities -- (547) Provision for loan losses 300 400 Amortization of stock bonus awards 104 63 Tax benefit from exercise of stock options and bonuses -- 44 Deferred income tax benefit (1,031) (187) Increase (decrease) in income tax liability 1,225 (987) Increase in pension liability 828 774 Other operating activities, net 369 876 Operating activities of discontinued operations (1,853) (327) --------- --------- Net cash provided by operating activities 8,531 6,772 --------- --------- Cash Flows From Investing Activities: Proceeds from sales of securities available-for-sale -- 12,952 Proceeds from maturities of securities available-for-sale 45,510 38,000 Purchase of securities available-for-sale (41,059) (37,865) Net increase in loans (2,460) (14,063) Increase in payments in excess of funding (2,999) (1,888) Purchases of premises and equipment, net (1,840) (919) Investing activities of discontinued operations -- (17) --------- --------- Net cash used in investing activities (2,848) (3,800) --------- --------- Cash Flows From Financing Activities: Net (decrease) increase in noninterest-bearing demand deposits (19,507) 3,116 Net (decrease) increase in interest-bearing demand and savings deposits (16,946) 7,115 Net increase in time deposits 25,706 9,469 Net increase in accounts and drafts payable 11,951 35,248 Net increase in short-term borrowings 18 66 Cash proceeds from exercise of stock options 322 134 Tax benefit from exercise of stock options and bonuses 32 -- Cash dividends paid (1,778) (1,545) Purchase of common shares for treasury (870) (586) --------- --------- Net cash (used in) provided by financing activities (1,072) 53,017 --------- --------- Net increase in cash and cash equivalents 4,611 55,989 Cash and cash equivalents at beginning of period 149,692 87,543 --------- --------- Cash and cash equivalents at end of period $ 154,303 $ 143,532 ========= ========= Supplemental information: Cash paid for interest $ 2,425 $ 2,036 Cash paid for income taxes 1,889 3,804 See accompanying notes to unaudited consolidated financial statements.
-5- CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Certain amounts in the 2005 consolidated financial statements have been reclassified to conform to the 2006 presentation. Such reclassifications have no effect on previously reported net income or shareholders' equity. The Company's bank subsidiary sold the assets of Government e-Management Solutions, Inc. ("GEMS"), its wholly owned subsidiary, on December 30, 2005. The assets, liabilities and results of operations of GEMS have been presented in the accompanying consolidated financial statements as discontinued operations. The Company issued a 50% stock dividend on September 15, 2005 and the share and per share information have been restated for all periods presented in the accompanying consolidated financial statements. For further information, refer to the audited consolidated financial statements and related footnotes included in Cass Information System, Inc.'s ("the Company" or "Cass") Annual Report on Form 10-K for the year ended December 31, 2005. Note 2 - Intangible Assets The Company accounts for intangible assets in accordance with Statement of Financial Accounting Standards ("SFAS") 142, "Goodwill and Other Intangible Assets," which requires that intangibles with indefinite useful lives be tested annually for impairment and those with finite useful lives be amortized over their useful lives. Intangible assets for the periods ended June 30, 2006 and December 31, 2005 are as follows:
June 30, 2006 December 31, 2005 - --------------------------------------------------------------------------------------------------------- Gross Carrying Accumulated Gross Carrying Accumulated (In Thousands) Amount Amortization Amount Amortization - --------------------------------------------------------------------------------------------------------- Amortized intangible assets: Software $ 862 $ (316) $ 862 $ (230) - --------------------------------------------------------------------------------------------------------- Unamortized intangible assets: Goodwill 4,625 (227)* 4,625 (227)* Minimum pension liability 303 -- 303 -- - --------------------------------------------------------------------------------------------------------- Total unamortized intangibles 4,928 (227) 4,928 (227) - --------------------------------------------------------------------------------------------------------- Total intangible assets $ 5,790 $ (543) $ 5,790 $ (457) - ---------------------------------------------------------------------------------------------------------
*Amortization through December 31, 2001 prior to adoption of SFAS 142. Software is amortized over 4-5 years. The minimum pension liability was recorded in accordance with SFAS 87, "Employers' Accounting for Pensions", which requires the Company to record an additional minimum pension liability by the amount of which the accumulated benefit obligation exceeds the sum of the fair value of plan assets and accrued amount previously recorded and offset this liability by an intangible asset to the extent of previously unrecognized prior service costs. The liability and corresponding intangible asset are adjusted annually. Amortization of intangible assets amounted to $86,000 for the six-month periods ended June 30, 2006 and 2005. Estimated amortization of intangibles over the next five years is as follows: $172,000 in 2006, 2007 and 2008, $115,000 in 2009 and $0 in 2010. Note 3 - Equity Investments in Non-Marketable Securities Non-marketable equity investments in low-income housing projects are included in other assets on the Company's consolidated balance sheets. The total balance of these investments at June 30, 2006 was $384,000. Note 4 - Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income, adjusted for the net income effect of the interest expense on the outstanding convertible debentures, by the sum of the weighted-average number of common shares outstanding and the weighted-average number of potential common shares outstanding. The calculations of basic and diluted earnings per share for the periods ended June 30, 2006 and 2005 are as follows: -6-
Three Months Ended Six Months Ended June 30 June 30 --------------------------- --------------------------- (Dollars in Thousands except Per Share data) 2006 2005 2006 2005 - ---------------------------------------------------------------------------------------------------------------- Basic Net income from continuing operations $ 3,724 $ 2,610 $ 7,676 $ 5,561 Net loss from discontinued operations (189) (26) (189) (210) - ---------------------------------------------------------------------------------------------------------------- Net income $ 3,535 $ 2,584 $ 7,487 $ 5,351 - ---------------------------------------------------------------------------------------------------------------- Weighted-average common shares outstanding 5,538,608 5,506,302 5,543,703 5,509,047 - ---------------------------------------------------------------------------------------------------------------- Basic earnings per share from continuing operations $ .67 $ .48 $ 1.38 $ 1.01 Basic earnings per share from discontinued operations (.03) (.01) (.03) (.04) - ---------------------------------------------------------------------------------------------------------------- Basic earnings per share $ .64 $ .47 $ 1.35 $ .97 - ---------------------------------------------------------------------------------------------------------------- Diluted Net income from continuing operations $ 3,724 $ 2,610 $ 7,676 $ 5,561 Net income effect of 5.33% convertible debentures 27 27 54 54 - ---------------------------------------------------------------------------------------------------------------- Net income from continuing operations 3,751 2,637 7,730 5,615 Net loss from discontinued operations (189) (26) (189) (210) - ---------------------------------------------------------------------------------------------------------------- Net income $ 3,562 $ 2,611 $ 7,541 $ 5,405 - ---------------------------------------------------------------------------------------------------------------- Weighted-average common shares outstanding 5,538,608 5,506,302 5,543,703 5,509,047 Effect of dilutive stock options and awards 47,654 75,214 41,777 71,899 Effect of 5.33% convertible debentures 115,145 115,145 115,145 115,145 - ---------------------------------------------------------------------------------------------------------------- Weighted-average common shares outstanding assuming dilution 5,701,407 5,696,661 5,700,625 5,696,091 - ---------------------------------------------------------------------------------------------------------------- Diluted earnings per share from continuing operations $ .65 $ .47 $ 1.35 $ .99 Diluted earnings per share from discontinued operations (.03) (.01) (.03) (.04) - ---------------------------------------------------------------------------------------------------------------- Diluted earnings per share $ .62 $ .46 $ 1.32 $ .95 - ----------------------------------------------------------------------------------------------------------------
Share and per share data for 2005 in the schedule above have been restated for the 50% stock dividend issued on September 15, 2005. Note 5 - Stock Repurchases The Company maintains a treasury stock buyback program pursuant to which the Board of Directors has authorized the repurchase of up to 250,000 shares of the Company's Common Stock. The Company repurchased 20,000 shares during the six months ended June 30, 2006 and repurchased 15,000 shares during the comparable period in 2005. Repurchases are made in the open market or through negotiated transactions from time to time depending on market conditions. The following table sets forth information about the Company's purchases of its $.50 par value Common Stock, its only class of stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
Total Number of Maximum Shares Purchased Number that Total Number Average As part of Publicly May Yet Be of Shares Price Paid Announced Purchased Under Period Purchased per Share Program the Program - ------------------------------------------------------------------------------------------------------------------ 148,098 April 1-30, 2006 20,000 $43.50 20,000 128,098 May 1-31, 2006 -- -- -- 128,098 June 1-30, 2006 -- -- -- 128,098 - ------------------------------------------------------------------------------------------------------------------ Total 20,000 $43.50 20,000 128,098 - ------------------------------------------------------------------------------------------------------------------
-7- Note 6 - Comprehensive Income For the six-month periods ended June 30, 2006 and 2005, unrealized gains and losses on debt and equity securities available-for-sale were the Company's only other comprehensive income component. Comprehensive income for the three and six month periods ended June 30, 2006 and 2005 is summarized as follows:
Three Months Ended Six Months Ended June 30 June 30 ------------------- ------------------- (In Thousands) 2006 2005 2006 2005 - ------------------------------------------------------------------------------------------------- Net income from continuing operations $ 3,724 $ 2,610 $ 7,676 $ 5,561 Other comprehensive income: Net unrealized (loss) gain on securities available-for-sale, net of tax (584) 185 (486) 41 Less: reclassification adjustment for realized gains on sales of securities, available-for-sale, included in net income, net of tax -- -- -- (361) - ------------------------------------------------------------------------------------------------- Total other comprehensive (loss) income (584) 185 (486) (320) - ------------------------------------------------------------------------------------------------- Total comprehensive income from continuing operations $ 3,140 $ 2,795 $ 7,190 $ 5,241 - -------------------------------------------------------------------------------------------------
Note 7 - Industry Segment Information The services provided by the Company are classified into two reportable segments: Information Services and Banking Services. Each of these segments provides distinct services that are marketed through different channels. They are managed separately due to their unique service, processing and capital requirements. The Information Services segment provides freight, utility and telecommunication invoice processing and payment services to large corporations. The Banking Services segment provides banking services primarily to privately-held businesses and churches. The Company's accounting policies for segments are the same as those described in the summary of significant accounting policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2005. Management evaluates segment performance based on net income after allocations for corporate expenses and income taxes. Transactions between segments are accounted for at what management believes to be market value. Information for prior periods has been restated to reflect changes in the composition of the Company's segments. All revenue originates from and all long-lived assets are located within the United States and no revenue from any customer of any segment exceeds 10% of the Company's consolidated revenue. Summarized information about the Company's operations in each industry segment for the three and six month periods ended June 30, 2006 and 2005, is as follows:
Corporate, Information Banking Eliminations (In Thousands) Services Services and Other Total - --------------------------------------------------------------------------------------------------- Quarter Ended June 30, 2006 Total Revenues: Revenue from customers $ 16,051 $ 4,013 $ -- $ 20,064 Intersegment revenue 481 358 (839) -- Net income from continuing operations 2,669 1,055 -- 3,724 Total assets 509,191 315,683 1,848 826,722 Goodwill 4,262 136 -- 4,398 Other intangible assets, net 849 -- -- 849 Assets related to discontinued operations -- -- 400 400 Quarter Ended June 30, 2005 Total Revenues: Revenue from customers $ 13,486 $ 3,570 $ -- $ 17,056 Intersegment revenue 14 429 (443) -- Net income from continuing operations 1,564 1,046 -- 2,610 Total assets 437,570 338,698 (6,711) 769,557 Goodwill 4,262 168 -- 4,430 Other intangible assets, net 718 -- 353 1,071 Assets related to discontinued operations -- -- 5,203 5,203 - --------------------------------------------------------------------------------------------------- Six Months Ended June 30, 2006 Total Revenues: Revenue from customers $ 31,876 $ 8,145 $ -- $ 40,021 Intersegment revenue 887 712 (1,599) -- Net income from continuing operations 5,430 2,246 -- 7,676 Total assets 509,191 315,683 1,848 826,722 Goodwill 4,262 136 -- 4,398 Other intangible assets, net 849 -- -- 849 Assets related to discontinued operations -- -- 400 400 Six Months Ended June 30, 2005 Total Revenues: Revenue from customers $ 26,974 $ 7,089 $ -- $ 34,063 Intersegment revenue 40 780 (820) -- Net income from continuing operations 3,522 2,039 -- 5,561 Total assets 437,570 338,698 (6,711) 769,557 Goodwill 4,262 168 -- 4,430 Other intangible assets, net 718 -- 353 1,071 Assets related to discontinued operations -- -- 5,203 5,203 - ---------------------------------------------------------------------------------------------------
-8- Note 8 - Loans by Type (In Thousands) June 30, 2006 December 31, 2005 - -------------------------------------------------------------------------------- Commercial and industrial $150,798 $146,892 Real estate: Mortgage 148,042 164,590 Mortgage - Churches & related 196,165 183,964 Construction 16,071 13,052 Construction - Churches & related 13,600 15,118 Industrial revenue bonds 5,381 4,514 Installment -- 107 Other 1,437 1,069 - -------------------------------------------------------------------------------- Total loans $531,494 $529,306 - -------------------------------------------------------------------------------- Note 9 - Commitments and Contingencies In the normal course of business, the Company is party to activities that contain credit, market and operational risks that are not reflected in whole or in part in the Company's consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments and commitments under operating and capital leases. These financial instruments include commitments to extend credit, commercial letters of credit and standby letters of credit. The Company's maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, commercial letters of credit and standby letters of credit is represented by the contractual amounts of those instruments. At June 30, 2006, no amounts have been accrued for any estimated losses for these instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commercial and standby letters of credit are conditional commitments issued by the Company or its subsidiaries to guarantee the performance of a customer to a third party. These off-balance sheet financial instruments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At June 30, 2006 the balance of unused loan commitments, standby and commercial letters of credit were $14,890,000, $6,911,000 and $2,789,000, respectively. Since some of the financial instruments may expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. Commitments to extend credit and letters of credit are subject to the same underwriting standards as those financial instruments included on the consolidated balance sheets. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of the credit, is based on management's credit evaluation of the borrower. Collateral held varies, but is generally accounts receivable, inventory, residential or income-producing commercial property or equipment. In the event of nonperformance, the Company or its subsidiaries may obtain and liquidate the collateral to recover amounts paid under its guarantees on these financial instruments. -9- The following table summarizes contractual cash obligations of the Company related to operating and capital lease commitments, time deposits and convertible subordinated debentures at June 30, 2006:
Amount of Commitment Expiration per Period ------------------------------------------ Less than 1-3 3-5 Over 5 (Dollars in Thousands) Total 1 Year Years Years Years - ------------------------------------------------------------------------------------------------ Operating lease commitments $ 4,322 $ 596 $ 1,193 $ 774 $ 1,759 Capital lease commitments 2 2 -- -- -- Time deposits* 92,759 81,403 6,788 4,568 -- Convertible subordinated debentures* 3,700 -- -- -- 3,700 - ------------------------------------------------------------------------------------------------ Total $100,783 $ 82,001 $ 7,981 $ 5,342 $ 5,459 - ------------------------------------------------------------------------------------------------
* Includes principal payments only The Company and its subsidiaries are involved in various pending legal actions and proceedings in which claims for damages are asserted. Management, after discussion with legal counsel, believes the ultimate resolution of these legal actions and proceedings will not have a material effect upon the Company's consolidated financial position or results of operations. Note 10 - Stock-Based Compensation The Company maintains stock-based incentive plans, which permit the awards of restricted shares of common stock and the granting of options to acquire up to 693,000 shares of stock. Restricted shares are amortized to expense over the three-year vesting period. Options currently vest and expire over a period not to exceed seven years. The plans authorize the grant of awards in the form of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, options that do not qualify (non-statutory stock options) and grants of restricted shares of common stock. The Company issues shares out of treasury stock for restricted shares and option exercises. Prior to fiscal 2006, the Company applied the intrinsic value-based method, as outlined in Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and related interpretations, in accounting for stock options granted under these programs. Under the intrinsic value-based method, no compensation expense was recognized if the exercise price of the Company's employee stock options equaled the market price of the underlying stock on the date of the grant. Accordingly, prior to fiscal year 2006, no compensation cost was recognized in the accompanying consolidated statements of income on stock options granted to employees, since all options granted under the Company's share incentive programs had an exercise price equal to the market value of the underlying common stock on the date of the grant. Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R ("SFAS No. 123R") "Share-based Payment." This statement supersedes APB No. 25. SFAS No. 123R requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. This statement was adopted using the modified prospective method of application, which requires the Company to recognize compensation expense on a prospective basis. Therefore, prior period financial statements have not been restated. Under this method, in addition to reflecting compensation expense for new share-based awards, expense is also recognized to reflect the remaining service period of awards that had been included in pro forma disclosures in prior periods. SFAS No. 123R also requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows instead of operating cash inflows. For the six months ended June 30, 2006, the only options exercised were incentive stock options which did not generate any excess tax benefits for the Company. As of June 30, 2006, the total unrecognized compensation expense related to non-vested stock options was $182,000 and the related weighted-average period over which it is expected to be recognized is approximately 5.3 years. As of June 30, 2006, the total unrecognized compensation expense related to non-vested stock awards was $467,000 and the related weighted-average period over which it is expected to be recognized is approximately 1.8 years. The disclosures required by SFAS No. 123R are provided in the table below. The Company uses the Black-Scholes option-pricing model to determine the fair value of the stock options at the date of grant. There were 16,819 and 8,828 options granted in the first six months of 2006 and 2005, respectively. The following table represents the effect on basic and diluted earnings per share for the periods ended June 30, 2005 assuming SFAS 123R had been adopted: -10-
Three Months Ended Six Months Ended June 30 June 30 (In Thousands except Per Share Data (1)) 2005 2005 - ------------------------------------------------------------------------------------------------------------ Net income from continuing operations As reported $ 2,610 $ 5,561 Add: Stock-based compensation expense included in reported net income, net of tax 23 41 Less: Stock-based compensation expense determined under the fair-value-based method for all awards, net of tax (28) (52) - ------------------------------------------------------------------------------------------------------------ Pro forma net income from continuing operations $ 2,605 $ 5,550 Net income effect of subordinated convertible debentures 27 54 - ------------------------------------------------------------------------------------------------------------ Pro forma net income from continuing operations assuming dilution $ 2,632 $ 5,604 - ------------------------------------------------------------------------------------------------------------ Net income from continuing operations per common share: Basic, as reported $ .48 $ 1.01 Basic, pro forma .48 1.01 Diluted , as reported .47 .99 Diluted, pro forma .47 .99 - ------------------------------------------------------------------------------------------------------------
(1) Per share data has been restated for the 50% stock dividend issued on September 15, 2005. Following are the assumptions used to estimate the fair value of option grants during the three and six month periods ended June 30, 2006 and 2005: Three Months Ended Six Months Ended June 30 June 30 - -------------------------------------------------------------------------------- 2006 2005 2006 2005 Risk-free interest rate -- -- 4.37% 3.97% Expected life -- -- 7 yrs. 7 yrs. Expected volatility -- -- 5.00% 15.00% Expected dividend yield -- -- 1.88% 2.32% - -------------------------------------------------------------------------------- The risk-free interest rate is based on the zero-coupon U.S. Treasury yield for the period equal to the expected life of the options at the time of the grant. The expected life was derived using the historical exercise activity. The Company uses historical volatility for a period equal to the expected life of the options using average monthly closing market prices of the Company's stock. The expected dividend yield is determined based on the Company's current rate of annual dividends. Under the treasury stock method, outstanding stock options are dilutive when the average market price of the Company's common stock, when combined with the effect of any unamortized compensation expense, exceeds the option price during a period. In addition, proceeds from the assumed exercise of dilutive options along with the related tax benefit are assumed to be used to repurchase common shares at the average market price of such stock during the period. Anti-dilutive shares are those option shares with exercise prices in excess of the current market value. A summary of the Company's stock option activity for the six-month period ended June 30, 2006 is shown below.
Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Shares Price Term Years ($000) ---------------------------------------------------------- Outstanding at December 31, 2005 139,901 $ 16.01 Granted 16,819 34.10 Exercised (89,817) 14.58 Forfeited or expired -- -- -------- -------- Outstanding at June 30, 2006 66,903 22.55 4.56 $ 1,851 ========================================================== Exercisable at June 30, 2006 5,270 $ 14.61 1.26 $ 188 ==========================================================
The total intrinsic value of options exercised during the six-month period ended June 30, 2006 was $1,623,000. The total intrinsic value of options exercised during the three and six-month periods ended June 30, 2005 was $46,000 and $113,000, respectively. In July, 2006, 3,250 options were exercised. -11- A summary of the activity of the non-vested shares during the six-month period ended June 30, 2006 is shown below. Weighted- Average Grant Date Shares Fair Value - -------------------------------------------------------------------------------- Nonvested at December 31, 2005 112,031 $ 2.73 Granted 16,819 4.88 Vested (67,217) 2.52 Forfeited -- -- - -------------------------------------------------------------------------------- Nonvested at June 30, 2006 61,633 $ 3.55 - -------------------------------------------------------------------------------- The weighted-average grant date fair value of options granted during the six-month period ended June 30, 2006 was $4.88. Note 11 - Defined Pension Plans The Company has a noncontributory defined benefit pension plan, which covers most of its employees. The Company accrues and makes contributions designed to fund normal service costs on a current basis using the projected unit credit with service proration method to amortize prior service costs arising from improvements in pension benefits and qualifying service prior to the establishment of the plan over a period of approximately 30 years. Disclosure information is based on a measurement date of December 31 of the corresponding year. The following table represents the components of the net periodic pension costs for 2005 and an estimate for 2006: Estimated Actual (In Thousands) 2006 2005 - -------------------------------------------------------------------------------- Service cost - benefits earned during the year $ 1,357 $ 1,292 Interest cost on projected benefit obligation 1,513 1,384 Expected return on plan assets (1,584) (1,312) Net amortization 199 109 - -------------------------------------------------------------------------------- Net periodic pension cost $ 1,485 $ 1,473 - -------------------------------------------------------------------------------- Pension costs recorded to expense were $415,000 and $381,000 for the three-month periods ended June 30, 2006 and 2005 ("Second Quarter of 2006 and 2005", respectively). Pension costs recorded to expense were $753,000 and $693,000 for the first six-month periods ending June 30, 2006 and 2005 ("First Half of 2006 and 2005", respectively). The Company has not made any contribution to the plan during the six-month period ended June 30, 2006, but is expecting to contribute approximately $1,495,000 in 2006. In addition to the above funded benefit plan, the Company has an unfunded supplemental executive retirement plan which covers key executives of the Company. This is a noncontributory plan in which the Company and its subsidiaries make accruals designed to fund normal service costs on a current basis using the same method and criteria as its defined benefit plan. The following table represents the components of the net periodic pension costs for 2005 and an estimate for 2006: Estimated Actual (In Thousands) 2006 2005 - -------------------------------------------------------------------------------- Service cost - benefits earned during the year $ -- $ (34) Interest cost on projected benefit obligation 162 161 Net amortization 134 64 - -------------------------------------------------------------------------------- Net periodic pension cost $ 296 $ 191 - -------------------------------------------------------------------------------- Pension costs recorded to expense were $47,000 and $65,000 for the Second Quarter of 2006 and 2005, respectively and were $95,000 and $95,000 for the First Half of 2006 and 2005, respectively. -12- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Cass Information Systems, Inc. provides payment and information processing services to large manufacturing, distribution and retail enterprises from its processing centers in St. Louis, Missouri, Columbus, Ohio, Boston, Massachusetts and Greenville, South Carolina. The Company's services include freight invoice rating, payment processing, auditing, and the generation of accounting and transportation information. Cass also processes and pays utility invoices, which includes electricity, gas and telecommunications expenses and is a provider of telecom expense management solutions. Cass extracts, stores and presents information from freight, utility and telecommunication invoices, assisting its customers' transportation, energy and information technology managers in making decisions that will enable them to improve operating performance. The Company receives data from multiple sources, electronic and otherwise, and processes the data to accomplish the specific operating requirements of its customers. It then stores the data in a central repository for access and archiving. The data is finally transformed into information through the Company's databases that allow client interaction as required and provide Internet-based tools for analytical processing. The Company also, through Cass Commercial Bank ("the Bank"), its St. Louis, Missouri-based bank subsidiary, provides banking services in the St. Louis metropolitan area, Orange County, California and other selected cities in the United States. In addition to supporting the Company's payment operations, the Bank provides banking services to its target markets, which include privately-owned businesses and churches and church-related ministries. The specific payment and information processing services provided to each customer are developed individually to meet each customer's requirements which can vary greatly. In addition, the degree of automation such as electronic data interchange ("EDI"), imaging, and web-based solutions varies greatly among customers and industries. These factors combine so that pricing varies greatly among the customer base. In general, however, Cass is compensated for its processing services through service fees and account balances that are generated during the payment process. The amount, type and calculation of service fees vary greatly by service offering, but generally follow the volume of transactions processed. Interest income from the balances generated during the payment processing cycle is affected by the amount of time Cass holds the funds prior to payment and the dollar volume processed. Both the number of transactions processed and the dollar volume processed are therefore key metrics followed by management. Other factors will also influence revenue and profitability, such as changes in the general level of interest rates which have a significant effect on net interest income. The funds generated by these processing activities are invested in overnight investments, investment grade securities and loans generated by the Bank. The Bank earns most of its revenue from net interest income, or the difference between the interest earned on its loans and investments and the interest expense on its deposits. The Bank also assesses fees on other services such as cash management services. Industry-wide factors that impact the Company include the acceptance by large corporations of the outsourcing of key business functions such as freight, utility and telecommunication payment and audit. The benefits that can be achieved by outsourcing transaction processing and the management information generated by Cass' systems can be influenced by factors such as the competitive pressures within industries to improve profitability, the general level of transportation costs, deregulation of energy costs and consolidation of telecommunication providers. Economic factors that impact the Company include the general level of economic activity that can affect the volume and size of invoices processed, the ability to hire and retain qualified staff and the growth and quality of the loan portfolio. The general level of interest rates also has a significant effect on the revenue of the Company. On December 30, 2005, the Company's bank subsidiary sold the operating assets of its wholly-owned subsidiary, GEMS, to N. Harris Computer Corporation for $7,000,000 resulting in a pre-tax gain of $1,336,000. The assets, liabilities and operating results of GEMS have been reclassified as discontinued operations for all periods. GEMS developed and sold proprietary financial, human resource and revenue management software to government entities. GEMS was acquired on January 2, 2001 when the Company's bank subsidiary foreclosed on the operating assets of a software company in order to protect its financial interests. On July 7, 2006 the Company acquired 100% of the stock of Ntransit, Inc., a company whose service provides auditing and expense management of parcel shipments. While this acquisition does not meet the Regulation S-X criteria of a significant business combination, it positions the Company to expand its offerings in the specialized service and expertise in parcel shipping, which is a unique segment of the transportation industry that has experienced tremendous growth in recent years. -13- Currently, management views Cass' major opportunity and challenge as the continued expansion of its payment and information processing service offerings and customer base. Management intends to accomplish this by maintaining the Company's lead in applied technology, which, when combined with the security and processing controls of the Bank, makes Cass unique in the industry. This trend has been positive over the past years and management anticipates that this should continue in 2006. The general level of interest rates, particularly short-term interest rates, began to increase in 2004 and continued through the first six months of 2006. If rates continue to rise, the positive impact on net interest income and net earnings will continue. Conversely, if rates decline there will be a negative impact. Management intends to continue to refine its risk management practices, monitor and manage the quality of the loan portfolio and maintain a strong financial and liquidity position. Critical Accounting Policies The Company has prepared the consolidated financial information in this report in accordance with U.S. GAAP. In preparing the consolidated financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates have been generally accurate in the past, have been consistent and have not required any material changes. There can be no assurances that actual results will not differ from those estimates. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position have been discussed with the Audit Committee of the Board of Directors and are described below. Allowance for Loan Losses. The Company performs periodic and systematic detailed reviews of its loan portfolio to assess overall collectability. The level of the allowance for loan losses reflects management's estimate of the collectability of the loan portfolio. Although these estimates are based on established methodologies for determining allowance requirements, actual results can differ significantly from estimated results. These policies affect both segments of the Company. The impact and associated risks related to these policies on our business operations are discussed in the "Provision and Allowance for Loan Losses" section of this report. Impairment of Assets. The Company periodically evaluates certain long-term assets such as intangible assets including goodwill, foreclosed assets, internally developed software and investments in private equity securities for impairment. Generally, these assets are initially recorded at cost, and recognition of impairment is required when events and circumstances indicate that the carrying amounts of these assets will not be recoverable in the future. If impairment occurs, various methods of measuring impairment may be called for depending on the circumstances and type of asset, including quoted market prices, estimates based on similar assets, and estimates based on valuation techniques such as discounted projected cash flows. Assets held for sale are carried at the lower of cost or fair value less costs to sell. These policies affect both segments of the Company and require significant management assumptions and estimates that could result in materially different results if conditions or underlying circumstances change. Income Taxes. The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes," which establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in the Company's financial statements or tax returns such as the realization of deferred tax assets, changes in tax laws or interpretations thereof. In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other taxing authorities. A change in the assessment of the outcomes of such matters could materially impact its consolidated financial statements. Stock-Based Compensation Plans. The Company adopted SFAS No. 123(R) "Share-Based Payment," on the required effective date, January 1, 2006, using the modified prospective transition method provided for under the standard. SFAS No. 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123(R) requires an entity to recognize as compensation expense the grant-date fair value of stock options and other equity-based compensation granted to employees within the income statement using a fair-value-based method, eliminating the intrinsic value method of accounting previously permissible under APB No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Refer also to Note 10 "Stock-Based Compensation." Results of Operations The following paragraphs more fully discuss the results of operations and changes in financial condition for the Second Quarter of 2006 compared to the Second Quarter of 2005 and the First Half of 2006 compared to the First Half of -14- 2005. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's 2005 Annual Report on Form 10-K. Results of operations for the Second Quarter of 2006 are not necessarily indicative of the results to be attained for any other period. Net Income The following table summarizes the Company's operating results:
Three Months Ended Six Months Ended June 30 June 30 ---------------------------- ----------------------------- (Dollars in Thousands except Per % % Share Data) 2006 2005 Change 2006 2005 Change - ---------------------------------------------------------------------------- ----------------------------- Net income $3,535 $2,584 36.8% $7,487 $5,351 39.9% Net income from continuing operations $3,724 $2,610 42.7% $7,676 $5,561 38.0% Diluted earnings per share $ .62 $ .46 34.8% $ 1.32 $ .95 38.9% Diluted earnings per share from continuing operations $ .65 $ .47 38.3% $ 1.35 $ .99 36.4% Return on average assets 1.75% 1.37% -- 1.86% 1.44% -- Return on average equity 18.22% 14.65% -- 19.62% 15.39% -- - --------------------------------------------------------------------------------------------------------------
Fee Revenue and Other Income from Continuing Operations The Company's fee revenue is derived mainly from freight and utility processing and payment fees. As the Company provides its processing and payment services, it is compensated by service fees which are typically calculated on a per-item basis and by the accounts and drafts payable balances generated in the payment process which can be used to generate interest income. Processing volumes related to fees and accounts and drafts payable for the three and six-month periods ended June 30, 2006 and 2005 were as follows:
Three Months Ended Six Months Ended June 30 June 30 ----------------------------------- ---------------------------------- % % (In Thousands) 2006 2005 Change 2006 2005 Change - ------------------------------------------------------------------------------- ---------------------------------- Freight Core Invoice Transaction Volume* 6,163 5,518 11.7% 12,157 10,673 13.9% Freight Invoice Dollar Volume $ 3,624,224 $ 2,869,289 26.3% $ 7,074,300 $ 5,437,379 30.1% Utility Transaction Volume 1,593 1,401 13.7% 3,096 2,804 10.4% Utility Transaction Dollar Volume $ 1,275,735 $ 989,180 29.0% $ 2,649,950 $ 2,018,415 31.3% Payment and Processing Fees $ 9,806 $ 8,737 12.2% $ 19,494 $ 17,329 12.5% - ---------------------------------------------------------------------------------------------------------------------
*Core invoices exclude parcel shipments. Second Quarter of 2006 compared to Second Quarter of 2005: Freight transaction volume for the Second Quarter of 2006 increased mainly due to increased activity with existing accounts and a growing customer base. Total dollar volume processed by this division also increased during this period due to the increased activity and larger average freight charges. The increase in transaction and dollar volume from utility transactions increased primarily due to new customers as the growth of this division continues. These increases in transaction volume, combined with the expansion of the customer base in the telecom division, drove the 12% increase in processing fees. Bank service fees decreased $40,000 or 10%. This decrease was due primarily to the fact that service fees decrease as the credit allowance for non-interest bearing deposits increases with the general level of interest rates. There were no gains from the sale of securities in the Second Quarter of 2006 and the Second Quarter of 2005. Other income increased $41,000 in the Second Quarter of 2006. First Half of 2006 compared to First Half of 2005: Freight and Utility transaction volume and dollar volume increased for the First Half of 2006 compared to 2005 due to the same factors discussed above for the Second Quarter. Bank service fees increased $180,000 or 24%. This increase was due primarily to a penalty charged for the early withdrawal of a certificate of deposit by one large bank customer during the First Quarter of 2006. There were no gains from the sale of securities in the First Half of 2006 compared to a net gain of $547,000 during the First Half of 2005. Other income increased $58,000 in the First Half of 2006. -15- Net Interest Income Net interest income is the difference between interest earned on loans, investments, and other earning assets and interest expense on deposits and other interest-bearing liabilities. Net interest income is a significant source of the Company's revenues. The following table summarizes the changes in net interest income and related factors for the three and six month periods ended June 30, 2006 and 2005:
Three Months Ended Six Months Ended June 30 June 30 --------------------------------------- --------------------------------------- % % (Dollars in Thousands) 2006 2005 Change 2006 2005 Change - ------------------------------------------------------------------------------- --------------------------------------- Average earnings assets $ 737,204 $ 680,850 8.3% $ 740,320 $ 672,765 10.0% Net interest income* 10,235 8,185 25.0% 20,251 15,940 27.0% Net interest margin* 5.57% 4.82% -- 5.52% 4.78% -- Yield on earning assets* 6.39% 5.54% -- 6.29% 5.44% -- Rate on interest bearing liabilities 3.42% 2.43% -- 3.23% 2.26% -- - --------------------------------------------------------------------------------------------------------------------------
*Presented on a tax-equivalent basis assuming a tax rate of 35% . Second Quarter of 2006 compared to Second Quarter of 2005: The increase in net interest income was primarily due to a significant increase in earning assets and an increase in yields on earning assets that exceeded the counteracting effect of increases in rates paid on deposit accounts. The increase in earning assets was funded by an increase in accounts and drafts payable due to the increase in dollar volume processed that exceeded a decrease in bank deposits. This decrease was caused mainly by management's decision to reduce the balances of higher-cost funding. Yields on earning assets and rates paid on deposit accounts both increased as the general level of interest rates increased. However, as the balances of earning assets greatly exceed the balances of interest-bearing deposits, the net effect on net interest margin was positive. Total average loans increased $13,322,000 or 3% to $527,842,000. This increase was attributable to new business relationships and was funded by the increase in accounts and drafts payable. Total average investment in debt and equity securities increased $27,898,000 or 30% to $91,557,000 as the Company invested a portion of the increase in payables. Total average federal funds sold and other short-term investments increased $15,134,000 or 15% to $117,805,000. This increase provides additional liquidity to the Company. For more information on the changes in net interest income please refer to the tables that follow. First Half of 2006 compared to First Half of 2005: The increase in net interest income was primarily due to a significant increase in earning assets and an increase in yields on earning assets that exceeded the counteracting effect of increases in rates paid on deposit accounts. The increase in earning assets was funded by an increase in accounts and drafts payable due to the increase in dollar volume processed that exceeded a decrease in bank deposits. This decrease was caused mainly by management's decision to reduce the balances of higher-cost funding. Yields on earning assets and rates paid on deposit accounts both increased as the general level of interest rates increased. However, as the balances of earning assets greatly exceed the balances of interest-bearing deposits, the net effect on net interest margin was positive. Total average loans increased $20,131,000 or 4% to $528,486,000. This increase was attributable to new business relationships and was funded by the increase in accounts and drafts payable. Total average investment in debt and equity securities increased $26,397,000 or 40% to $93,166,000 as the Company invested a portion of the increase in payables. Total average federal funds sold and other short-term investments increased $21,027,000 or 22% to $118,668,000. This increase provides additional liquidity to the Company. For more information on the changes in net interest income please refer to the tables that follow. The Company is positively affected by increases in the level of interest rates due to the fact that its rate-sensitive assets significantly exceed its rate-sensitive liabilities. This is primarily due to the noninterest-bearing liabilities generated by the Company in the form of accounts and drafts payable. Changes in interest rates will affect some earning assets such as federal funds sold and floating rate loans immediately and some earning assets, such as fixed rate loans and municipal bonds, over time. -16- Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rate and Interest Differential The following table shows the condensed average balance sheets for each of the periods reported, the tax-equivalent interest income and expense on each category of interest-earning assets and interest-bearing liabilities, and the average yield on such categories of interest-earning assets and the average rates paid on such categories of interest-bearing liabilities for each of the periods reported.
Second Quarter 2006 Second Quarter 2005 ---------------------------------- ----------------------------------- Interest Interest Average Income/ Yield/ Average Income/ Yield/ (Dollars in Thousands) Balance Expense Rate Balance Expense Rate - ------------------------------------------------------------------------------------------------------------- Assets (1) Earning assets: Loans (2,3): Taxable $ 522,277 $ 8,996 6.91% $ 509,637 $ 7,884 6.20% Tax-exempt (4) 5,565 91 6.56 4,883 80 6.57 Debt and equity securities (5): Taxable 25,336 272 4.31 28,749 203 2.83 Tax-exempt (4) 66,221 983 5.95 34,910 512 5.88 Federal funds sold and other short-term investments 117,805 1,407 4.79 102,671 722 2.82 - ------------------------------------------------------------------------------------------------------------- Total earning assets 737,204 11,749 6.39 680,850 9,401 5.54 Nonearning assets: Cash and due from banks 27,790 26,922 Premises and equipment, net 12,574 11,221 Bank owned life insurance 11,700 11,239 Goodwill and other intangibles 5,275 5,553 Other assets 22,181 21,331 Assets related to discontinued operations 365 6,608 Allowance for loan losses (6,227) (5,860) - ------------------------------------------------------------------------------------------------------------- Total assets $ 810,862 $ 757,864 - ------------------------------------------------------------------------------------------------------------- Liabilities And Shareholders' Equity (1) Interest-bearing liabilities: Interest-bearing demand deposits $68,091 $ 382 2.25% $ 85,141 $ 385 1.81% Savings deposits 21,076 117 2.23 24,468 101 1.66 Time deposits of $100 or more 53,683 634 4.74 46,259 360 3.12 Other time deposits 30,849 331 4.30 41,412 320 3.10 - ------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 173,699 1,464 3.38 197,280 1,166 2.37 Short-term borrowings 137 1 2.93 143 1 2.80 Subordinated debentures 3,700 49 5.31 3,700 49 5.31 - ------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 177,536 1,514 3.42 201,123 1,216 2.43 Noninterest-bearing liabilities: Demand deposits 97,863 98,729 Accounts and drafts payable 448,731 378,199 Other liabilities 8,564 6,922 Liabilities related to discontinued operations 349 2,118 - ------------------------------------------------------------------------------------------------------------- Total liabilities 733,043 687,091 Shareholders' equity 77,819 70,773 Total liabilities and shareholders' equity $810,862 $ 757,864 - ------------------------------------------------------------------------------------------------------------- Net interest income $ 10,235 $ 8,185 Interest spread 2.97% 3.11% Net interest margin 5.57 4.82 - -------------------------------------------------------------------------------------------------------------
1. Balances shown are daily averages. -17- 2. For purposes of these computations, nonaccrual loans are included in the average loan amounts outstanding. Interest on nonaccrual loans is recorded when received as discussed further in Note 1 to the Company's 2005 Consolidated Financial Statements, filed with the Company's 2005 Annual Report on Form 10-K. 3. Interest income on loans includes net loan fees of $37,000 and $32,000 for the Second Quarter of 2006 and 2005, respectively. 4. Interest income is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustment was approximately $375,000 and $212,000 for the Second Quarter of 2006 and 2005, respectively. 5. For purposes of these computations, yields on investment securities are computed as interest income divided by the average amortized cost of the investments.
First Half of 2006 First Half of 2005 --------------------------------------- ---------------------------------- Interest Interest Average Income/ Yield/ Average Income/ Yield/ (Dollars in Thousands) Balance Expense Rate Balance Expense Rate - ------------------------------------------------------------------------------------------------------------------------- Assets (1) Earning assets: Loans (2,3): Taxable $523,194 $ 17,721 6.83% $503,450 $ 15,259 6.11% Tax-exempt (4) 5,292 180 6.86 4,905 158 6.50 Debt and equity securities (5): Taxable 26,983 537 4.01 28,659 375 2.64 Tax-exempt (4) 66,183 1,961 5.98 38,110 1,108 5.86 Federal funds sold and other short-term investments 118,668 2,680 4.55 97,641 1,248 2.58 - ------------------------------------------------------------------------------------------------------------------------- Total earning assets 740,320 23,079 6.29 672,765 18,148 5.44 Nonearning assets: Cash and due from banks 28,342 25,496 Premises and equipment, net 12,313 11,291 Bank owned life insurance 11,644 11,184 Goodwill and other intangibles 5,296 5,588 Other assets 21,395 21,932 Assets related to discontinued 150 6,205 operations Allowance for loan losses (6,241) (5,963) - ------------------------------------------------------------------------------------------------------------------------- Total assets $813,219 $748,498 - ------------------------------------------------------------------------------------------------------------------------- Liabilities And Shareholders' Equity (1) Interest-bearing liabilities: Interest-bearing demand deposits $ 75,560 $ 853 2.28% $ 84,601 $ 716 1.71% Savings deposits 20,464 219 2.16 24,091 185 1.55 Time deposits of $100 or more 45,459 1,016 4.51 47,415 684 2.91 Other time deposits 31,419 639 4.10 36,819 523 2.86 - ------------------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 172,902 2,727 3.18 192,926 2,108 2.20 Short-term borrowings 151 3 4.01 182 2 2.22 Subordinated debentures 3,700 98 5.34 3,700 98 5.34 - ------------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 176,753 2,828 3.23 196,808 2,208 2.26 Noninterest-bearing liabilities: Demand deposits 99,389 98,043 Accounts and drafts payable 452,240 374,447 Other liabilities 7,020 7,199 Liabilities related to discontinued operations 876 1,890 - ------------------------------------------------------------------------------------------------------------------------- Total liabilities 736,278 678,387 Shareholders' equity 76,941 70,111 Total liabilities and shareholders' equity $813,219 $748,498 - ------------------------------------------------------------------------------------------------------------------------- Net interest income $ 20,251 $ 15,940 Interest spread 3.06% 3.18% Net interest margin 5.52 4.78 - -------------------------------------------------------------------------------------------------------------------------
-18- 1. Balances shown are daily averages. 2. For purposes of these computations, nonaccrual loans are included in the average loan amounts outstanding. Interest on nonaccrual loans is recorded when received as discussed further in Note 1 to the Company's 2005 Consolidated Financial Statements, filed with the Company's 2005 Annual Report on Form 10-K. 3. Interest income on loans includes net loan fees of $109,000 and $68,000 for the First Half of 2006 and 2005, respectively. 4. Interest income is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustment was approximately $749,000 and $441,000 for the First Half of 2006 and 2005, respectively. 5. For purposes of these computations, yields on investment securities are computed as interest income divided by the average amortized cost of the investments. Analysis of Net Interest Income Changes The following table presents the changes in interest income and expense between periods due to changes in volume and interest rates. That portion of the change in interest attributable to the combined rate/volume variance has been allocated to rate and volume changes in proportion to the absolute dollar amounts of the change in each. Second Quarter 2006 Over 2005 ------------------------------ (In Thousands) Volume Rate Total - ------------------------------------------------------------------------------- Increase (decrease) in interest income: Loans (1,2): Taxable $ 200 $ 912 $ 1,112 Tax-exempt (3) 11 -- 11 Debt and equity securities: Taxable (26) 95 69 Tax-exempt (3) 465 6 471 Federal funds sold and other short-term investments 119 566 685 - ------------------------------------------------------------------------------- Total interest income 769 1,579 2,348 - ------------------------------------------------------------------------------- Interest expense on: Interest-bearing demand deposits (85) 83 (2) Savings deposits (15) 31 16 Time deposits of $100 or more 65 209 274 Other time deposits (94) 105 11 Short-term borrowings -- -- -- Subordinated debentures -- -- -- Total interest expense (129) 428 299 - ------------------------------------------------------------------------------- Net interest income $ 898 $ 1,151 $ 2,049 - ------------------------------------------------------------------------------- 1. Average balances include nonaccrual loans. 2. Interest income includes net loan fees. 3. Interest income is presented on a tax-equivalent basis assuming a tax rate of 35%. First Half 2006 Over 2005 ------------------------------ (In Thousands) Volume Rate Total - -------------------------------------------------------------------------------- Increase (decrease) in interest income: Loans (1,2): Taxable $ 616 $ 1,846 $ 2,462 Tax-exempt (3) 13 9 22 Debt and equity securities: Taxable (23) 185 162 Tax-exempt (3) 831 22 853 Federal funds sold and other short-term investments 314 1,118 1,432 - -------------------------------------------------------------------------------- Total interest income 1,751 3,180 4,931 - -------------------------------------------------------------------------------- Interest expense on: Interest-bearing demand deposits (83) 220 137 Savings deposits (31) 65 34 Time deposits of $100 or more (29) 361 332 Other time deposits (85) 201 116 Short-term borrowings -- 1 1 Subordinated debentures -- -- -- ------------------------------ Total interest expense (228) 848 620 - -------------------------------------------------------------------------------- Net interest income $ 1,979 $ 2,332 $ 4,311 - -------------------------------------------------------------------------------- -19- 4. Average balances include nonaccrual loans. 5. Interest income includes net loan fees. 6. Interest income is presented on a tax-equivalent basis assuming a tax rate of 35%. Provision and Allowance for Loan Losses An important determinant of the Company's operating results is the provision for loan losses and the level of loans charged off. There was a $150,000 and $200,000 provision made for loan losses during the Second Quarter of 2006 and the Second Quarter of 2005, respectively. There was a $300,000 and $400,000 provision made for loan losses during the First Half of 2006 and the First Half of 2005, respectively. As discussed below, the Company continually analyzes the outstanding loan portfolio based on the performance, financial condition and collateralization of the credits. There was $51,000 of net loan charge-offs in the Second Quarter of 2006 and $3,000 of recoveries in the Second Quarter 2005. There was $272,000 of net loan charge-offs in the First Half of 2006 and $428,000 in the First Half 2005. The allowance for loan losses at June 30, 2006 was $6,312,000 and at December 31, 2005 was $6,284,000. The ratio of allowance for loan losses to total loans outstanding at June 30, 2006 was 1.19%, the same as at December 31, 2005. Nonperforming loans were $1,582,000 or .30% of total loans at June 30, 2006 compared to $1,464,000 or .28% of total loans at December 31, 2005. At June 30, 2006, nonperforming loans, which are also considered impaired, consisted of $1,582,000 in non-accrual loans as shown in the following table. This total consists of three loans that relate to businesses that are for sale or are in process of liquidation. Nonperforming loans at December 31, 2005 consisted of $983,000 in non-accrual loans and $481,000 in loans that were still accruing interest although past due for over 90 days. Total nonperforming loans increased $924,000 from June 30, 2005 to June 30, 2006. This increase was primarily due to the addition of one loan for $1,152,000 to an imaging company in which the Company previously had an equity investment that was written off in December, 2005. In addition to the nonperforming loans discussed above, at June 30, 2006, approximately $5,700,000 of loans not included in the table below were identified by management as having potential credit problems. They may also be classified for regulatory purposes. These loans are excluded from the table due to the fact they are current under the original terms of the loans, however circumstances have raised doubts as to the ability of the borrowers to comply with the current loan repayment terms. Included in this balance is $3,565,000 related to one borrower that was renegotiated several years ago and although current under the new terms of the contract, management believes, due to the financial condition of the borrower, there still remains risk as to the collectability of all amounts under the loan agreement. The remaining loans are closely monitored by management and have specific reserves established for the estimated loss exposure. The allowance for loan losses has been established and is maintained to absorb probable losses in the loan portfolio. An ongoing assessment of risk of loss is performed to determine if the current balance of the allowance is adequate to cover probable losses in the portfolio. A charge or credit is made to expense to cover any deficiency or reduce any excess. The current methodology employed to determine the appropriate allowance consists of two components, specific and general. The Company develops specific valuation allowances on commercial, real estate, and construction loans based on individual review of these loans and an estimate of the borrower's ability to repay the loan given the availability of collateral, other sources of cash flow and collection options available. The general component relates to all other loans, which are evaluated based on loan grade. The loan grade assigned to each loan is typically evaluated on an annual basis, unless circumstances require interim evaluation. The Company assigns a reserve amount consistent with each loan's rating category. The reserve amount is based on derived loss experience over prescribed periods. In addition to the amounts derived from the loan grades, a portion is added to the general reserve to take into account other factors including national and local economic conditions, downturns in specific industries including loss in collateral value, trends in credit quality at the Company and the banking industry, and trends in risk rating changes. As part of their examination process, federal and state agencies review the Company's methodology for maintaining the allowance for loan losses and the balance in the account. These agencies may require the Company to increase the allowance for loan losses based on their judgments and interpretations about information available to them at the time of their examination. -20- Summary of Asset Quality
Three Months Ended Six Months Ended June 30 June 30 ----------------------- ----------------------- (Dollars in Thousands) 2006 2005 2006 2005 - ---------------------------------------------------------------------------------------------------------------- Allowance at beginning of period $ 6,213 $ 5,806 $ 6,284 $ 6,037 Provision charged to expense 150 200 300 400 Loans charged off 54 -- 278 448 Recoveries on loans previously charged off 3 3 6 20 - ---------------------------------------------------------------------------------------------------------------- Net loans charged-off (recovered) 51 (3) 272 428 Allowance at end of period $ 6,312 $ 6,009 $ 6,312 $ 6,009 - ---------------------------------------------------------------------------------------------------------------- Loans outstanding: Average $ 527,842 $ 514,520 $ 528,486 $ 508,355 June 30 531,494 514,083 531,494 514,083 Ratio of allowance for loan losses to loans outstanding: Average 1.20% 1.17% 1.19% 1.18% June 30 1.19 1.17 1.19% 1.17 Nonperforming loans: Nonaccrual loans $ 1,582 $ 658 $ 1,582 $ 658 Loans past due 90 days or more -- -- -- -- Renegotiated loans -- -- -- -- - ---------------------------------------------------------------------------------------------------------------- Total non performing loans $ 1,582 $ 658 $ 1,582 $ 658 Foreclosed assets -- -- -- -- - ---------------------------------------------------------------------------------------------------------------- Nonperforming loans as percentage of average loans .30% .13% .30% .13% - ----------------------------------------------------------------------------------------------------------------
The Bank had no properties carried as other real estate owned as of June 30, 2006 and 2005 and December 31, 2005. Operating Expense from Continuing Operations Total operating expense for the Second Quarter of 2006 increased $1,245,000 or 10% to $14,284,000 compared to the Second Quarter of 2005 due primarily to expenses related to the 12% growth in processing activity. Total operating expense for the First Half of 2006 increased $2,527,000 or 10% to $28,153,000 compared to the First Half of 2005 due primarily to expenses related to the 12% growth in processing activity. Salaries and benefits expense for the Second Quarter of 2006 increased $782,000 or 8% to $10,267,000 compared to the Second Quarter of 2005 and increased $1,857,000 or 10% to $20,537,000 for the First Half of 2006 compared to the First Half of 2005 primarily due to additional headcount to service new transaction business and an increase in bonuses related to the earnings increase over the comparable period last year. Occupancy expense for the Second Quarter of 2006 decreased $23,000 or 5% to $485,000 from the Second Quarter of 2005 and decreased $4,000 from the First Half of 2005 compared to the First Half of 2006 primarily due to building lot repairs in the Second Quarter of 2005. Equipment expense for the Second Quarter of 2006 increased $27,000 or 4% compared to the Second Quarter of 2005 due to additional depreciation on asset purchases and decreased $34,000 from the First Half of 2005 compared to the First Half of 2006 mainly due to the amortization of internally developed software that was fully amortized in the Fourth Quarter of 2005. Amortization of intangible assets was $43,000 for the Second Quarters of 2006 and 2005 and $86,000 for the First Halves of 2006 and 2005. Other operating expense for the Second Quarter of 2006 increased $459,000, or 20% compared to the Second Quarter of 2005 and increased $708,000 from the First Half of 2005 compared to the First Half of 2006. The increases were due to increases in outside services expense and expenses related to the Bank's 100th year anniversary celebrations. Income tax expense for the Second Quarter of 2006 increased $649,000 or 46% compared to the Second Quarter of 2005 and increased $1,316,000 for the First Half of 2006 compared to the First Half of 2005. The effective tax rate was 35.6% and 35.0% for the Second Quarters of 2006 and 2005, respectively and was 35.3% and 34.1% for the Second Halves of 2006 and 2005, respectively. The increase in the effective tax rate was due to an increase in the Company's federal statutory tax rate in 2006 to 35% vs. 34% in 2005. -21- Financial Condition Total assets at June 30, 2006 were $826,722,000, an increase of $8,024,000, or 1% from December 31, 2005. The most significant changes in asset balances during this period was an increase of $7,825,000 or 7% in federal funds sold and other short-term investments. Changes in federal funds sold and other short-term investments reflect the Company's daily liquidity position and are affected by the changes in the other asset balances and changes in deposit and accounts and draft payable balances. Total liabilities were $746,630,000, an increase of $3,213,000, or less than 1% from December 31, 2005. Total deposits at June 30, 2006 were $276,250,000, a decrease of $10,748,000 or 4%. Accounts and drafts payable were $457,762,000, an increase of $11,951,000 or 3%. Total shareholders' equity at June 30, 2006 was $80,092,000, a $4,811,000 or 6% increase from December 31, 2005. Deposits in the First Half of 2006 decreased as customers moved funds into other higher-yielding investments. Accounts and drafts payable will fluctuate from period-end to period-end due to the payment processing cycle, which results in lower balances on days when checks clear and higher balances on days when checks are issued. For this reason, average balances are a more meaningful measure of accounts and drafts payable (for average balances refer to the tables under the "Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rate and Interest Differential" section of this report). The increase in total shareholders' equity resulted from net income of $7,487,000, cash received on the exercise of stock options of $322,000, $32,000 tax benefit on stock and option awards, $104,000 from the amortization of stock bonus awards, offset by dividends paid of $1,778,000 ($.16 per share), purchase of common shares for treasury of $870,000 and a decrease in other comprehensive income of $486,000. Liquidity and Capital Resources The balance of liquid assets consists of cash and cash equivalents, which include cash and due from banks, federal funds sold and money market funds, and was $154,303,000 at June 30, 2006, an increase of $4,611,000 or 3% from December 31, 2005. At June 30, 2006 these assets represented 19% of total assets. These funds are the Company's and its subsidiaries' primary source of liquidity to meet future expected and unexpected loan demand, depositor withdrawals or reductions in accounts and drafts payable. Secondary sources of liquidity include the investment portfolio and borrowing lines. Total investment in securities was $89,790,000 at June 30, 2006, a decrease of $5,069,000 from December 31, 2005. These assets represented 11% of total assets at June 30, 2006. Of this total, 73% were state and political subdivision securities, 22% were U.S. Treasury securities, 4% were U.S. government agencies and 1% was other securities. Of the total portfolio, 23% mature in one year, 22% mature in one to five years, and 55% mature in five or more years. During the Second Quarter of 2006 the Company did not sell any securities. The Bank has unsecured lines of credit at correspondent banks to purchase federal funds up to a maximum of $29,000,000. Additionally, the Bank maintains a line of credit at unaffiliated financial institutions in the maximum amount of $63,964,000 collateralized by U.S. Treasury and agency securities and commercial and residential mortgage loans. The deposits of the Company's banking subsidiary have historically been stable, consisting of a sizable volume of core deposits related to customers that utilize other commercial products of the Bank. The accounts and drafts payable generated by the Company has also historically been a stable source of funds. Net cash flows provided by operating activities were $8,531,000 for the First Half of 2006 compared with $6,772,000 for the First Half of 2005. This increase is attributable to the increase in net income from continuing operations of $2,115,000, the increase in net income taxes deferred and payable of $1,386,000, the absence of a gain on sales of investment securities in 2006 compared to $547,000 in 2005, offset by a decrease of $1,526,000 in operating activities related to discontinued operations and the other normal fluctuations in asset and liability accounts. Net cash flows from investing and financing activities fluctuate greatly as the Company actively manages its investment and loan portfolios and customer activity influences changes in deposit and accounts and drafts payable balances. Other causes for the changes in these account balances are discussed earlier in this report. Due to the daily fluctuations in these account balances, the analysis of changes in average balances, also discussed earlier in this report, can be more indicative of underlying activity than the period-end balances used in the statements of cash flows. Management anticipates that cash and cash equivalents, maturing investments and cash from operations will continue to be sufficient to fund the Company's operations and capital expenditures in 2006. -22- The Company faces market risk to the extent that its net interest income and fair market value of equity are affected by changes in market interest rates. For information regarding the market risk of the Company's financial instruments, see Item 3. "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK". Risk-based capital guidelines require the Company to meet a minimum total capital ratio of 8.0% of which at least 4.0% must consist of Tier 1 capital. Tier 1 capital generally consists of (a) common shareholders' equity (excluding the unrealized market value adjustments on the available-for-sale securities), (b) qualifying perpetual preferred stock and related surplus subject to certain limitations specified by the FDIC, (c) minority interests in the equity accounts of consolidated subsidiaries less (d) goodwill, (e) mortgage servicing rights within certain limits, and (f) any other intangible assets and investments in subsidiaries that the FDIC determines should be deducted from Tier 1 capital. The FDIC also requires a minimum leverage ratio of 3.0%, defined as the ratio of Tier 1 capital less purchased mortgage servicing rights to total assets, for banking organizations deemed the strongest and most highly rated by banking regulators. A higher minimum leverage ratio is required of less highly-rated banking organizations. Total capital, a measure of capital adequacy, includes Tier 1 capital, allowance for loan losses, and debt considered equity for regulatory capital purposes. The Company and the Bank continue to exceed all regulatory capital requirements, as evidenced by the following capital amounts and ratios at June 30, 2006 and December 31, 2005: June 30, 2006 (In Thousands) Amount Ratio - -------------------------------------------------------------------------------- Total capital (to risk-weighted assets) Cass Information Systems, Inc. $85,815 13.54% Cass Commercial Bank 42,864 15.20 Tier I capital (to risk-weighted assets) Cass Information Systems, Inc. $75,803 11.96% Cass Commercial Bank 38,540 13.67 Tier I capital (to average assets) Cass Information Systems, Inc. $75,803 9.41% Cass Commercial Bank 38,540 11.90 - -------------------------------------------------------------------------------- December 31, 2005 (In Thousands) Amount Ratio - -------------------------------------------------------------------------------- Total capital (to risk-weighted assets) Cass Information Systems, Inc. $80,066 12.80% Cass Commercial Bank 42,597 14.64 Tier I capital (to risk-weighted assets) Cass Information Systems, Inc. $70,082 11.21% Cass Commercial Bank 38,251 13.15 Tier I capital (to average assets) Cass Information Systems, Inc. $70,082 8.52% Cass Commercial Bank 38,251 11.16 - -------------------------------------------------------------------------------- Stock Dividend On July 18, 2006 the Board of Directors approved a 50% stock dividend payable September 15, 2006 to shareholders of record at the close of trading September 1, 2006. Shareholders will receive one additional share of the Company's stock for each two shares owned. No fractional shares will be issued. Shareholders will receive cash for any fractional shares owned based on the July 18, 2006 closing sale price of $41.96 per share, as reported by NASDAQ. Inflation The Company's assets and liabilities are primarily monetary, consisting of cash, cash equivalents, securities, loans, payables and deposits. Monetary assets and liabilities are those that can be converted into a fixed number of dollars. The Company's consolidated balance sheet reflects a net positive monetary position (monetary assets exceed monetary liabilities). During periods of inflation, the holding of a net positive monetary position will result in an overall decline in the purchasing power of a company. Management believes that replacement costs of equipment, furniture, and leasehold improvements will not materially affect operations. The rate of inflation does affect certain expenses, such as those for employee compensation, which may not be readily recoverable in the price of the Company's services. -23- Impact of New Accounting Pronouncements In November 2005, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") FAS 115-1 and 124-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The guidance addresses the determination of when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. The FSP also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance in this FSP amends FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and adds a footnote to APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock." The guidance in this FSP nullifies certain requirements of the Emerging Issues Task Force, ("EITF") Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," and supersedes EITF Abstracts, Topic D-44, "Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value." The Company applied this guidance effective January 1, 2006 and there was no material impact on its consolidated financial statements. In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based Payment". This Statement addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services. The Statement eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, "Accounting for Stock Issued to Employees", and generally requires instead that such transactions be accounted for using a fair-value based method. For public entities, the cost of employee services received in exchange for an award of equity instruments, such as stock options, will be measured based on the grant-date fair value of those instruments, and that cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). This Statement was adopted by the Company on January 1, 2006. The implementation of SFAS No. 123R did not have a material effect on the Company's financial condition or results of operations. See Note 10 to the financial statements. In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error Corrections" as a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement applies to all voluntary changes in accounting principles and changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. This Statement carries forward without change the guidance contained in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. This Statement also carries forward the guidance in APB Opinion No. 20 requiring justification of a change in accounting principle on the basis of preferability. This Statement was adopted by the Company on January 1, 2006 and there was no material impact on its consolidated financial statements. In June 2006, the FASB issued FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes", an Interpretation of SFAS No. 109 "Accounting for Income Taxes". FASB Interpretation No. 48 clarifies the accounting for uncertainty in income taxes in financial statements and prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The FASB Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the requirements of FASB Interpretation No. 48 to determine the impact on its financial condition and results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As described in the Company's Annual Report on Form 10-K for the year ended December 31, 2005, the Company manages its interest rate risk through measurement techniques that include gap analysis and a simulation model. As part of the risk management process, asset/liability management policies are established and monitored by management. The policy objective is to limit the change in annualized net interest income to 15% from an immediate and sustained parallel change in interest rates of 200 basis points. Based on the Company's most recent evaluation, management does not believe the Company's risk position at June 30, 2006 has changed materially from that at December 31, 2005. ITEM 4. CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures designed to ensure that the information it is required to disclose in the reports it files with the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported to management, including the Chief Executive Officer and Principal Financial Officer, within the time periods specified in the rules of the SEC. The Company's Chief Executive and Principal Financial Officer have evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2006 and based on their evaluation, believe that, as of June 30, 2006, these procedures were effective at the reasonable assurance level to ensure that the Company is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods. -24- There were no changes in the Second Quarter of 2006 in the Company's internal control over financial reporting identified by the Chief Executive and Principal Financial Officer in connection with their evaluation that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). -25- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company and its subsidiaries are not involved in any pending proceedings other than ordinary routine litigation incidental to its businesses. Management believes none of these proceedings, if determined adversely, would have a material effect on the business or financial conditions of the Company or its subsidiaries. ITEM 1A. RISK FACTORS There have been no material changes from the risk factors as previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2005. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The Company maintains a treasury stock buyback program pursuant to which the Board of Directors authorized the repurchase of up to 250,000 shares of the Company's common stock effective as of April 18, 2006. The Company repurchased 20,000 shares during the three months ended June 30, 2006. Repurchases are made in the open market or through negotiated transactions from time to time depending on market conditions. The information contained in Note 5 to the financial statements filed with this report is incorporated herein by reference. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the annual meeting of the shareholders of Cass Information Systems, Inc. held on April 17, 2006, the following proposal was voted on and approved: The following is a summary of votes cast. No broker non-votes were received. Proposal to elect four Directors for a term of three years ending 2009: For Withheld Authority ----------------- ------------------ Robert J. Bodine 4,255,574 92,124 Robert A. Ebel 4,256,231 91,467 Harry J. Krieg 4,131,199 216,499 Franklin D. Wicks, Jr. 4,273,462 74,236 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. -26- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CASS INFORMATION SYSTEMS, INC. DATE: August 8, 2006 By /s/ Lawrence A. Collett ------------------------------------ Lawrence A. Collett Chairman and Chief Executive Officer (Principal Executive Officer) DATE: August 8, 2006 By /s/ P. Stephen Appelbaum ------------------------------------ P. Stephen Appelbaum Chief Financial Officer (Principal Financial and Accounting Officer) -27- EX-31.1 2 e600876_ex31-1.txt CERTIFICATION PURSUANT TO SECTION 302 Exhibit 31.1 CERTIFICATIONS I, Lawrence A. Collett, Chairman and Chief Executive Officer of Cass Information Systems, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Cass Information Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2006 /s/ Lawrence A. Collett ------------------------------------ Lawrence A. Collett Chairman and Chief Executive Officer (Principal Executive Officer) -28- EX-31.2 3 e600876_ex31-2.txt CERTIFICATION PURSUANT TO SECTION 302 Exhibit 31.2 CERTIFICATIONS I P. Stephen Appelbaum, Chief Financial Officer of Cass Information Systems, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Cass Information Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2006 /s/ P. Stephen Appelbaum ----------------------------- P. Stephen Appelbaum Chief Financial Officer (Principal Financial and Accounting Officer) -29- EX-32.1 4 e600876_ex32-1.txt CERTIFICATION PURSUANT TO SECTION 906 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cass Information Systems, Inc. ("the Company") on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lawrence A. Collett, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Lawrence A. Collett ------------------------------------ Lawrence A. Collett Chairman and Chief Executive Officer (Principal Executive Officer) August 8, 2006 A signed original of this written statement required by Section 906 has been provided to Cass Information Systems, Inc. and will be retained by Cass Information Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -30- EX-32.2 5 e600876_ex32-2.txt CERTIFICATION PURSUANT TO SECTION 906 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cass Information Systems, Inc. ("the Company") on Form 10-K for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, P. Stephen Appelbaum, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ P. Stephen Appelbaum ------------------------------- P. Stephen Appelbaum Chief Financial Officer (Principal Financial and Accounting Officer) August 8, 2006 A signed original of this written statement required by Section 906 has been provided to Cass Information Systems, Inc. and will be retained by Cass Information Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -31- -----END PRIVACY-ENHANCED MESSAGE-----