SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|☒||ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES|
|EXCHANGE ACT OF 1934|
|For the fiscal year ended December 31, 2018|
|☐||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE|
|SECURITIES EXCHANGE ACT OF 1934|
|For the transition period from _______ to _______|
|Commission file number 000-20827|
|CASS INFORMATION SYSTEMS, INC.|
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of incorporation or organization)||(I.R.S. Employer Identification No.)|
|12444 Powerscourt Drive, Suite 550, St. Louis, Missouri 63131||(314) 506-5500|
|(Address of principal executive offices) (Zip Code)||(Telephone Number, incl. area code)|
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each Class||Name of each exchange on which registered|
|Common Stock, par value $.50||The Nasdaq Global Select Market|
|Securities registered pursuant to Section 12(g) of the Act:|
|Title of each Class|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer: ☒ Accelerated filer: ☐ Non-accelerated filer: ☐ Smaller reporting company: ☐ Emerging growth company: ☐
The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $846,000,000 based on the closing price of the common stock of $57.35 on June 30, 2018, as reported by The Nasdaq Global Select Market. As of February 19, 2019, the Registrant had 14,523,407 shares outstanding of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required for Part III of this report is incorporated by reference to the Registrant’s Proxy Statement for the 2019 Annual Meeting of Shareholders.
CASS INFORMATION SYSTEMS, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
|Item 1A.||RISK FACTORS||8|
|Item 1B.||UNRESOLVED STAFF COMMENTS||12|
|Item 3.||LEGAL PROCEEDINGS||12|
|Item 4.||MINE SAFETY DISCLOSURES||12|
|Item 5.||MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES||13|
|Item 6.||SELECTED FINANCIAL DATA||15|
|Item 7.||MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS||15|
|Item 7A.||QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK||30|
|Item 8.||FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA||32|
|Item 9.||CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE||62|
|Item 9A.||CONTROLS AND PROCEDURES||62|
|Item 9B.||OTHER INFORMATION||64|
|Item 10.||DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE||65|
|Item 11.||EXECUTIVE COMPENSATION||65|
|Item 12.||SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS||65|
|Item 13.||CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE||66|
|Item 14.||PRINCIPAL ACCOUNTANT FEES AND SERVICES||66|
|Item 15.||EXHIBITS AND FINANCIAL STATEMENT SCHEDULES||67|
|Item 16.||FORM 10-K SUMMARY||67|
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. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors beyond our control, which may cause future performance to be materially different from expected performance summarized in the forward-looking statements. These risks, uncertainties and other factors are discussed in the section Part I, Item 1A, “Risk Factors.” 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.
Description of Business
Cass Information Systems, Inc. (“Cass” or the “Company”) is a leading provider of payment and information processing services to large manufacturing, distribution and retail enterprises across the United States. The Company provides transportation invoice rating, payment processing, auditing, accounting and transportation information to many of the nation’s largest companies. It is also a processor and payer of energy invoices, including electricity, gas, waste, and other facility related expenses. Further, Cass competes in the telecommunications expense management market which includes bill processing, audit and payment services for telephone, data line, wireless and communication equipment expense. Cass also provides a B2B payment platform for clients that require an agile fintech partner. The Company, through its wholly owned bank subsidiary, Cass Commercial Bank (the “Bank”), also provides commercial banking services. The Bank’s primary focus is to support the Company’s payment operations and provide banking services to its target markets, which include privately-owned businesses and faith-based ministries. Services include commercial and commercial real estate loans, checking, savings and time deposit accounts and other cash management services.
Company Strategy and Core Competencies
Cass is an information services company with a primary focus on processing payables and payables-related transactions for large corporations located in the United States. Cass possesses four core competencies that encompass most of its processing services.
Data acquisition – This refers to the gathering of data elements from diverse, heterogeneous sources and the building of complete databases for our customers. Data is the raw material of the information economy. Cass gathers vital data from complex and diverse input documents, electronic media, proprietary databases and data feeds, including data acquired from vendor invoices as well as customer procurement and sales systems. Through its numerous methods of obtaining streams and pieces of raw data, Cass is able to assemble vital data into centralized data management systems and warehouses, thus producing an engine to create the power of information for managing critical corporate functions and processing systems.
Data management – Once data is assembled, Cass is able to utilize the power from derived information to produce significant savings and benefits for its clients. This information is integrated into customers’ unique financial and accounting systems, eliminating the need for internal accounting processing and providing internal and external support for these critical systems. Information is also used to produce management and exception reporting for operational control, feedback, planning assistance and performance measurement.
Business Intelligence – Receiving information in the right place at the right time and in the required format is paramount for business survival. Cass’ information delivery solutions provide reports, digital images, data files and retrieval capabilities through the internet or directly into customer internal systems. Cass’ proprietary internet management delivery system is the foundation for driving these critical functions. Transaction, operational, control, status and processing exception information are all delivered through this system creating an efficient, accessible and highly reliable asset for Cass customers.
Financial exchange – Since Cass is unique among its competition in that it owns a commercial bank, it is also able to manage the movement of funds from its customers to their suppliers. This is a distinguishing factor, which clearly requires the processing capability, operating systems and financial integrity of a banking organization. Cass provides immediate, accurate, controlled and protected funds management and transfer system capabilities for all of its customers. Old and costly check processing and delivery mechanisms are replaced with more efficient electronic cash management and funds transfer systems.
Cass’ core competencies allow it to perform the highest volumes of transaction processing in an integrated, efficient and systematic approach. Not only is Cass able to process the transaction, it is also able to collect the data defining the transaction and effect the financial payment governing its terms.
These core competencies, enhanced through shared business processes, drive Cass’ strategic business units. Building upon these foundations, Cass continues to explore new business opportunities that leverage these competencies and processes.
Marketing, Customers and Competition
The Company, through its Transportation Information Services business unit, is one of the largest firms in the transportation bill processing and payment industry in the United States based on the total dollars of transportation bills paid and items processed. Competition consists of a few primary competitors and numerous small transportation bill audit firms located throughout the United States. While offering transportation payment services, few of these audit firms compete on a national basis. These competitors compete mainly on price, functionality and service levels. The Company, through its Expense Management business unit, also competes with other companies located throughout the United States that pay energy and waste bills and provide management reporting. Available data indicates that the Company is one of the largest providers of energy information processing and payment services. Cass is unique among these competitors in that it is not exclusively affiliated with any one energy service provider (“ESP”). Various ESPs market the Company’s services, adding value with their unique auditing, consulting and technological capabilities. Many of Cass’ services are customized for the ESPs, providing a full-featured solution without any development costs to the ESP. The Company, through its Telecom Information Services business unit, is a leader in the growing telecom expense management market and competes with other companies located throughout the United States in this market. The Company, through its Waste Expense Management business competes against small expense management companies along with large national account programs of major haulers. Also, the Company through its Integrated Payments business competes with providers of corporate payment solutions.
The Bank is organized as a Missouri trust company with banking powers and was founded in 1906. The Company was originally classified as a bank holding corporation due to its ownership of a federally-insured commercial bank and was originally organized in 1982 as Cass Commercial Corporation under the laws of Missouri. Approval by the Board of Governors of the Federal Reserve System was received in February 1983. The Company changed its name to Cass Information Systems, Inc. in January 2001. In December 2011, the Federal Reserve Bank (“FRB”) of St. Louis approved the election of Cass Information Systems, Inc. to become a financial holding company. As a financial holding company, Cass may engage in activities that are financial in nature or incidental to a financial activity. The Bank encounters competition from numerous banks and financial institutions located throughout the St. Louis, Missouri metropolitan area and other areas in which the Bank competes. The Bank’s principal competitors, however, are large bank holding companies that are able to offer a wide range of banking and related services through extensive branch networks. The Bank targets its services to privately held businesses located in the St. Louis, Missouri area and faith-based ministries located in St. Louis, Missouri, Orange County, California, Colorado Springs, Colorado, and other selected cities located throughout the United States.
The Company holds several trademarks for the payment and rating services it provides. These include: FreightPay®, Transdata®, Ratemaker®, Best Rate®, Rate Exchange®, CassPort®, Cass Freight Index®, Cass Truckload Linehaul Index®, Cass Intermodal Price Index® Expense$mart®, ExpenseSmart®, WasteVision™ and Direct2Carrier Payments™. The Company holds patents for methods and systems for managing employee-liable expenses and methods and systems for communicating expense management information. The Company and its subsidiaries are not dependent on any one customer for a significant portion of their businesses. The Company and its subsidiaries have a varied client base with no individual client exceeding 10% of total revenue.
The Company and its subsidiaries had 870 full-time and 273 part-time employees as of February 19, 2019. Of these employees, the Bank had 51 full-time and one part-time employees.
Supervision and Regulation
The Company and its bank subsidiary are extensively regulated under federal and state law. These laws and regulations are intended to primarily protect depositors, not shareholders. The Bank is subject to regulation and supervision by the Missouri Division of Finance, the FRB and the Federal Deposit Insurance Corporation (the “FDIC”). The Company is a financial holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and as such, it is subject to regulation, supervision and examination by the FRB. Significant elements of the laws and regulations applicable to the Company and the Bank are described below. The description is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described. Also, such statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies. A change in statutes, regulations or regulatory policies applicable to the Company and its subsidiaries could have a material effect on the business, financial condition and results of operations of the Company.
Bank Holding Company Activities – In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other related activities. In addition, bank holding companies that qualify and elect to be financial holding companies, such as the Company, may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally. Such permitted activities include securities underwriting and dealing, insurance underwriting and making merchant banking investments.
To maintain financial holding company status, a financial holding company and all of its depository institution subsidiaries must be “well capitalized” and “well managed.” A depository institution subsidiary is considered to be “well capitalized” if it satisfies the requirements for this status discussed in the section “Prompt Corrective Action” below. A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend upon it maintaining its status as “well capitalized” and “well managed’ under applicable FRB regulations. If a financial holding company ceases to meet these capital and management requirements, the FRB may impose limitations or conditions on the conduct of its activities during the non-compliance period, and the company may not commence any of the broader financial activities permissible for financial holding companies or acquire a company engaged in such financial activities without prior approval of the FRB. If the company does not return to compliance within 180 days, the FRB may require divestiture of the holding company’s depository institutions.
In order for a financial holding company to commence any new activity permitted by the BHC Act or to acquire a company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act. See “Community Reinvestment Act” below.
The FRB has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the FRB has reasonable grounds to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.
The BHC Act, the Bank Merger Act, and other federal and state statutes regulate acquisitions of banks and banking companies. The BHC Act requires the prior approval of the FRB for the direct or indirect acquisition by the Company of more than 5% of the voting shares or substantially all of the assets of a bank or bank holding company. Under the Bank Merger Act, the prior approval of the FRB or other appropriate bank regulatory authority is required for the Bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing acquisition applications, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the Community Reinvestment Act and its compliance with fair housing laws.
The Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, significantly restructured the financial regulatory environment in the United States, affecting all bank holding companies and banks, including the Company and the Bank, some of which are described in more detail below. The impact of the Dodd-Frank Act on the Company and the Bank has been substantial.
Dividends – Both the Company and the Bank are subject to various regulations that restrict their ability to pay dividends and the amount of dividends that they may pay. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), a depository institution, such as the Bank, may not pay dividends if payment would cause it to become undercapitalized or if it is already undercapitalized. The payment of dividends by the Company and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital and, under certain circumstances, the ability of federal regulators to prohibit dividend payments as an unsound or unsafe practice.
Capital Requirements – As a bank holding company, the Company and the Bank are subject to capital requirements pursuant to the FRB’s capital guidelines which include (i) risk-based capital guidelines, which are designed to make capital requirements more sensitive to various risk profiles and account for off-balance sheet exposure; (ii) guidelines that consider market risk, which is the risk of loss due to change in value of assets and liabilities due to changes in interest rates; and (iii) guidelines that use a leverage ratio which places a constraint on the maximum degree of risk to which a financial holding company may leverage its equity capital base.
Effective July 2, 2013, the FRB approved final rules known as the “Basel III Capital Rules” that substantially revised the risk-based capital and leverage capital requirements applicable to bank holding companies and depository institutions, including the Company and the Bank. The Basel III Capital Rules implement aspects of the Basel III capital framework agreed upon by the Basel Committee and incorporate changes required by the Dodd-Frank Act. The Basel III Capital Rules came into effect for the Company and the Bank on January 1, 2015, subject to a phase-in period that ended on December 31, 2018.
The Basel III Capital Rules implemented common equity Tier 1 capital as a new capital measure, which is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital. Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements. Also included in Tier 2 capital is the allowance for loan losses limited to a maximum of 1.25% of risk-weighted assets and, for non-advanced approaches institutions like Cass that have exercised a one-time opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. The calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans, and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.
Fully phased-in as of January 1, 2019, the Basel III Capital Rules require banking organizations, like Cass, to maintain:
|●||a minimum ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% capital conservation buffer;|
|●||a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus a 2.5% capital conservation buffer;|
|●||a minimum ratio of total capital (that is, Tier 1 plus Tier 2 capital) to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer; and|
|●||a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to adjusted average consolidated assets.|
The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer will face limitations on the payment of dividends, common stock repurchases and discretionary cash payments to executive officers based on the amount of the shortfall.
The FRB has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of the particular risks or circumstances. As of December 31, 2018, the Company and the Bank met all capital adequacy requirements under the Basel III Capital Rules.
In September 2017, the federal bank regulators proposed to revise and simplify the capital treatment for certain deferred tax assets, mortgage servicing assets, investments in non-consolidated financial entities and minority interests for banking organizations, such as Cass, that are not subject to the advanced approaches capital framework that applies to large, internationally active banking organizations with at least $250 billion in total consolidated assets or at least $10 billion in total on-balance sheet foreign exposure. In November 2017, the federal banking regulators revised the Basel III Capital Rules to extend the current transitional treatment of these items for non-advanced approaches banking organizations until the September 2017 proposal is finalized.
In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (commonly referred to as “Basel IV”). Among other things, these standards revise the Basel Committee's standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provides a new standardized approach for operational risk capital. Under the Basel framework, these standards will generally be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Company or the Bank. The impact of Basel IV on the Company will depend on the manner in which it is implemented by the federal bank regulators.
Source of Strength Doctrine – FRB and other regulations require bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Under this requirement, the Company is expected to commit resources to support the Bank. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.
Deposit Insurance – Substantially all of the deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC, and the Bank is subject to deposit insurance assessments to maintain the DIF. Deposit insurance assessments are based on average consolidated total assets minus average tangible equity. Under the FDIC’s risk-based assessment system, insured institutions with less than $10 billion in assets, such as the Bank, are assigned to one of four risk categories based on supervisory evaluations, regulatory capital level, and certain other factors, with less risky institutions paying lower assessments. An institution’s assessment rate depends upon the category to which it is assigned and certain other factors.
In October 2010, the FDIC adopted a new DIF restoration plan to ensure that the DIF reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act. At least semi-annually, the FDIC will update its loss and income projections for the fund and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking if required. FDIC insurance expense totaled approximately $222,200, $220,100 and $309,700 for the years ended December 31, 2018, 2017 and 2016, respectively.
The FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
Prompt Corrective Action – The Basel III Capital Rules incorporate new requirements into the prompt correction action framework, described above. The Federal Deposit Insurance Act (“FDIA”) requires that federal banking agencies take “prompt corrective action” against depository institutions that do not meet minimum capital requirements and includes the following five capital tiers: “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation.
A depository institution is deemed to be (i) “well-capitalized” if the institution has a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 8% or greater, a leverage ratio of 5% or greater, a common equity Tier 1 ratio of 6.5% or greater and is not subject to any regulatory order agreement or written directive to meet and maintain a specific capital level for any capital measure; (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 6% or greater, a leverage ratio of 4% or greater, a common equity Tier 1 ratio of 4.5% or greater and does not meet the definition of “well capitalized”; (iii) “undercapitalized” if the institution has a total risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio of less than 6%, a leverage ratio of less than 4% or a common equity Tier 1 ratio of less than 4.5%; (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 4%, a leverage ratio of less than 3% or a common equity Tier 1 ratio of less than 3%; and (v) “critically undercapitalized” if the institution has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%. An institution may be deemed to be in a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.
Subject to a narrow exception, a receiver or conservator is required to be appointed for an institution that is “critically undercapitalized” within specified time frames. The regulations also provide that a capital restoration plan must be filed with the FRB within 45 days of the date an institution is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Compliance with the plan must be guaranteed by any parent holding company up to the lesser of 5% of the institution’s total assets when it was deemed to be undercapitalized or the amount necessary to achieve compliance with applicable capital requirements. In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized institution including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. The FRB could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors. Significantly and critically undercapitalized institutions are subject to additional mandatory and discretionary measures.
As of December 31, 2018, the most recent notification from the regulatory agencies categorized the Company and the Bank as well-capitalized. For further information regarding the capital ratios and leverage ratio of the Company and the Bank, see Item 8, Note 2 of this report.
Safety and Soundness Regulations – In accordance with the FDIA, the federal banking agencies adopted guidelines establishing general standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, compensation, fees and benefits. In general, the guidelines require that institutions maintain appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. In addition, regulations adopted by the federal banking agencies authorize the agencies to require that an institution that has been given notice that it is not satisfying any of such safety and soundness standards to submit a compliance plan. If the institution fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the agency must issue an order directing corrective actions and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of FDIA. If the institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties.
Loans-to-One-Borrower – The Bank generally may not make loans or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, up to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of December 31, 2018, the Bank was in compliance with the loans-to-one-borrower limitations.
Depositor Preference – The FDIA provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including depositors whose deposits are payable only outside of the United States and the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.
Community Reinvestment Act – The Community Reinvestment Act of 1977 (“CRA”) requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA and are assigned ratings that must be publicly disclosed. In order for a financial holding company to commence any new activity permitted by the BHC Act, or to acquire any company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the CRA. The Bank received a rating of “satisfactory” in its most recent CRA exam.
Financial Privacy – Banks and other financial institutions are subject to regulations that limit their ability to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
The Bank is also subject to regulatory guidelines establishing standards for safeguarding customer information and maintaining information security programs. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer.
Transactions with Affiliates – Transactions between the Bank and its affiliates are subject to regulations that limit the types and amounts of covered transactions engaged in by the Bank and generally require those transactions to be on an arm’s-length basis. The term “affiliate” is defined to mean any company that controls or is under common control with the Bank and includes the Company and its non-bank subsidiaries. “Covered transactions” include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, certain purchases of assets from the affiliate, certain derivative transactions that create a credit exposure to an affiliate, the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. In general, these regulations require that any such transaction by the Bank (or its subsidiaries) with an affiliate must be secured by designated amounts of specified collateral and must be limited to certain thresholds on an individual and aggregate basis.
Federal law also limits the Bank’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons. Also, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital.
Federal Reserve System – FRB regulations require depository institutions to maintain cash reserves against their transaction accounts (primarily negotiable order of withdrawal and demand deposit accounts). A reserve of 3% is to be maintained against aggregate transaction accounts between $15.2 million and $110.2 million (subject to adjustment by the FRB) plus a reserve of 10% (subject to adjustment by the FRB between 8% and 14%) against that portion of total transaction accounts in excess of $110.2 million. The first $15.2 million of otherwise reservable balances (subject to adjustment by the FRB) is exempt from the reserve requirements. The Bank is in compliance with the foregoing requirements.
Cybersecurity – In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If the Company fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.
In the ordinary course of business, the Company relies on electronic communications and information systems to conduct operations and store sensitive data. The Company employs an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. The Company also employs a variety of preventative and detective tools to identify, protect, detect, respond, and recover against suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of the Company’s defensive measures, the threat from cyber attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While the Company has not experienced a significant compromise to date, significant data loss or any material financial losses related to cybersecurity attacks, the Company’s systems and those of its customers and third-party service providers are under constant threat and it is possible that the Company could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet banking, mobile banking and other technology-based products and services by the Company and its customers. See Item 1A, “Risk Factors” for a further discussion of risks related to cybersecurity.
Other Regulations – The operations of the Company and the Bank are also subject to:
|●||Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;|
|●||Fair Credit Reporting Act, governing the provision of consumer information to credit reporting agencies and the use of consumer information;|
|●||Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;|
|●||Electronic Funds Transfer Act, governing automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.|
|●||Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;|
|●||Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;|
|●||Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;|
|●||The USA PATRIOT Act, which requires banks and savings institutions to establish broadened anti-money laundering compliance programs and due diligence policies and controls to ensure the detection and reporting of money laundering; and|
|●||The Bank Secrecy Act, which requires U.S. financial institutions to collaborate with the U.S. government in cases of suspected money laundering and fraud.|
Certain of these laws are consumer protection laws that extensively govern the Company’s relationship with its customers. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which the Company operates and civil money penalties. Failure to comply with consumer protection requirements may also result in the Company’s inability to pursue merger or acquisition transactions.
Website Availability of SEC Reports
Cass files annual, quarterly and current reports with the Securities and Exchange Commission (the “SEC”). Cass will, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC, make available free of charge on its website each of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and its definitive proxy statements. The address of Cass’ website is: www.cassinfo.com.
The reference to the Company’s website address does not constitute incorporation by reference of the information contained on the website and should not be considered part of this report.
Statistical Disclosure by Bank Holding Companies
For the statistical disclosure by bank holding companies, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
This section highlights specific risks that could affect the Company’s business. Although this section attempts to highlight key factors, please be aware that other risks may prove to be important in the future. New risks may emerge at any time, and Cass cannot predict such risks or estimate the extent to which they may affect the Company’s financial performance. In addition to the factors discussed elsewhere or incorporated by reference in this report, the identified risks that could cause actual results to differ materially include the following:
General political, economic or industry conditions may be less favorable than expected.
Local, domestic, and international economic, political and industry-specific conditions and governmental monetary and fiscal policies affect the industries in which the Company competes, directly and indirectly. Conditions such as inflation, recession, unemployment, volatile interest rates, tight money supply, real estate values, international conflicts and other factors outside of Cass’ control may adversely affect the Company. Economic downturns could result in the delinquency of outstanding loans, which could have a material adverse impact on Cass’ earnings.
Unfavorable developments concerning customer credit quality could affect Cass’ financial results.
Although the Company regularly reviews credit exposure related to its customers and various industry sectors in which it has business relationships, default risk may arise from events or circumstances that are difficult to detect or foresee. Under such circumstances, the Company could experience an increase in the level of provision for credit losses, delinquencies, nonperforming assets, net charge-offs and allowance for credit losses.
The Company has lending concentrations, including, but not limited to, faith-based ministries located in selected cities and privately-held businesses located in or near St. Louis, Missouri, that could suffer a significant decline which could adversely affect the Company.
Cass’ customer base consists, in part, of lending concentrations in several segments and geographical areas. If any of these segments or areas is significantly affected by weak economic conditions, the Company could experience increased credit losses, and its business could be adversely affected.
Fluctuations in interest rates could affect Cass’ net interest income and balance sheet.
The operations of financial institutions such as the Company are dependent to a large degree on net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. Prevailing economic conditions, the fiscal and monetary policies of the federal government and the policies of various regulatory agencies all affect market rates of interest, which in turn significantly affect financial institutions’ net interest income. Fluctuations in interest rates affect Cass’ financial statements, as they do for all financial institutions. Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as federal government and corporate securities and other investment vehicles, which, because of the absence of federal insurance premiums and reserve requirements, generally pay higher rates of return than financial institutions. As discussed in greater detail in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” a low level of interest rates would have a negative impact on the Company’s net interest income.
Operational difficulties or cyber-security problems could damage Cass’ reputation and business.
In the ordinary course of business, the Company depends on the reliable operation of its computer operations and network connections from its clients to its systems. Any failure, interruption, or breach in security of these systems would cause Cass to be unable to process transactions for its clients, resulting in decreased revenues. Additionally, any failure, interruption, breach in security or loss of data, whatever the cause, could reduce client satisfaction with the Company’s products and services and harm Cass’ financial results. These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental technological failure. Further, to access the Company’s products and services, Cass’ customers may use computers and mobile devices that are beyond the Company’s security control systems. The Company’s technologies, systems, networks and software, and those of other financial institutions have been, and are likely to continue to be, the target of cybersecurity threats and attacks, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at Cass. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. A material security problem affecting Cass could damage its reputation, deter prospects from purchasing its products and services, deter customers from using its products and services or result in liability to Cass.
Although the Company makes significant efforts to maintain the security and integrity of Cass’ information systems and have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that Cass’ security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber-attacks and intrusions, or disruptions will occur in the future, and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, the Company may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is virtually impossible to entirely mitigate this risk. While specific “cyber” insurance coverage is maintained, which would apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. Furthermore, because cyber threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under Cass’ cyber insurance coverage. A security breach or other significant disruption of Cass’ information systems or those related to customers, merchants and third party vendors, including as a result of cyber-attacks, could 1) disrupt the proper functioning of Cass’ networks and systems and therefore operations and/or those of certain customers; 2) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information of the Company or its customers; 3) result in a violation of applicable privacy, data breach and other laws, subjecting the Company to additional regulatory scrutiny and expose Cass to civil litigation, governmental fines and possible financial liability; 4) require significant management attention and resources to remedy the damages that result; or 5) harm Cass’ reputation or cause a decrease in the number of customers that choose to do business with the Company. The occurrence of any of the foregoing could have a material adverse effect on Cass’ business, financial condition and results of operations.
Cass must respond to rapid technological changes and these changes may be more difficult or expensive than anticipated.
If competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, the Company’s existing product and service offerings, technology and systems may become obsolete. Further, if Cass fails to adopt or develop new technologies or to adapt its products and services to emerging industry standards, Cass may lose current and future customers. Finally, Cass’ ability to adopt these technologies can also be inhibited by intellectual property rights of third parties. Any of these could have a material adverse effect on its business, financial condition and results of operations. The payment processing and financial services industries are changing rapidly and in order to remain competitive, Cass must continue to enhance and improve the functionality and features of its products, services and technologies. These changes may be more difficult or expensive than the Company anticipates.
Operations of the Company’s customer base are impacted by macro-economic factors such as a strong dollar and/or volatility in commodity prices. A reduction in its customers’ operations could have a material adverse effect on Cass’ results of operations.
A decline in the cost of oil worldwide can have a negative effect on both the number of freight transactions processed and the dollar amount of invoices processed. For example, lower oil prices can cause a significant drop in drilling supplies being transported to fracking operations by domestic railroads and trucks. Lower oil prices can also result in lower gas and fuel prices, negatively affecting the dollar amounts of the invoices that Cass processes for its freight and shipping customers. A decline in oil prices could have an adverse effect on the Company’s revenues and could significantly impact its results of operations.
Methods of reducing risk exposures might not be effective.
Instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, interest rate, market and liquidity, operational, regulatory/compliance, business risks and enterprise-wide risks could be less effective than anticipated. As a result, the Company may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk.
Customer borrowing, repayment, investment, deposit, and payable processing practices may be different than anticipated.
The Company uses a variety of financial tools, models and other methods to anticipate customer behavior as part of its strategic and financial planning and to meet certain regulatory requirements. Individual, economic, political and industry-specific conditions and other factors outside of Cass’ control could alter predicted customer borrowing, repayment, investment, deposit, and payable processing practices. Such a change in these practices could adversely affect Cass’ ability to anticipate business needs, including cash flow and its impact on liquidity, and to meet regulatory requirements.
Cass’ stock price can become volatile and fluctuate widely in response to a variety of factors.
The Company’s stock price can fluctuate based on factors that can include actual or anticipated variations in Cass’ quarterly results; new technology or services by competitors; unanticipated losses or gains due to unexpected events, including losses or gains on securities held for investment purposes; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors; changes in accounting policies or practices; failure to integrate acquisitions or realize anticipated benefits from acquisitions; or changes in government regulations.
General market fluctuations, industry factors and general economic and political conditions, such as economic slowdowns or recessions, governmental intervention, interest rate changes, credit loss trends, low trading volume or currency fluctuations also could cause Cass’ stock price to decrease regardless of the Company’s operating results.
Competitive product and pricing pressure within Cass’ markets may change.
The Company operates in a very competitive environment, which is characterized by competition from a number of other vendors and financial institutions in each market in which it operates. The Company competes with large payment processors and national and regional financial institutions and also smaller auditing companies and banks in terms of products and pricing. If the Company is unable to compete effectively in products and pricing in its markets, business could decline.
Management’s ability to maintain and expand customer relationships may differ from expectations.
The industries in which the Company operates are very competitive. The Company not only competes for business opportunities with new customers, but also competes to maintain and expand the relationships it has with its existing customers. The Company continues to experience pressures to maintain these relationships as its competitors attempt to capture its customers.
The introduction, withdrawal, success and timing of business initiatives and strategies, including, but not limited to, the expansion of payment and processing activities to new markets, the expansion of products and services to existing markets and opening of new bank branches, may be less successful or may be different than anticipated. Such a result could adversely affect Cass’ business.
The Company makes certain projections as a basis for developing plans and strategies for its payment processing and banking products. If the Company does not accurately determine demand for its products and services, it could result in the Company incurring significant expenses without the anticipated increases in revenue, which could result in an adverse effect on its earnings.
Management’s ability to retain key officers and employees may change.
Cass’ future operating results depend substantially upon the continued service of Cass’ executive officers and key personnel. Cass’ future operating results also depend in significant part upon Cass’ ability to attract and retain qualified management, financial, technical, marketing, sales, and support personnel. Competition for qualified personnel is intense, and the Company cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for the Company to hire personnel over time. Cass’ business, financial condition and results of operations could be materially adversely affected by the loss of any of its key employees, by the failure of any key employee to perform in his or her current position, or by Cass’ inability to attract and retain skilled employees.
The Company and the Bank are subject to extensive government regulation and supervision and possible enforcement or other legal actions that could detrimentally affect Cass’ business.
The Company and the Bank are subject to extensive federal and state regulation and supervision, the primary focus of which is to protect customers, depositors, the deposit insurance fund and the safety and soundness of the banking system as a whole, and not shareholders. In addition, since the global financial crisis, financial institutions generally have been subject to increased scrutiny from regulatory authorities, with an increased focus on risk management and consumer compliance. This regulatory structure and heightened focus gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Failure to comply with applicable laws, regulations, policies or guidance could result in enforcement and other legal actions by federal and state authorities, including criminal and civil penalties, the loss of FDIC insurance, revocation of a banking charter, and other regulatory sanctions, as well as reputational damage, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. The substance and impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although any change could impact the regulatory structure under which the Company or its competitors operate and may significantly increase costs, impede the efficiency of internal business processes, require an increase in regulatory capital, require modifications to the Company’s business strategy, and/or limit its ability to pursue business opportunities in an efficient manner. A change in statutes, regulations or regulatory policies applicable to the Company or any of its subsidiaries could have a material, adverse effect on the Company’s business, financial condition and results of operations.
See Item 1, “Business—Supervision and Regulation,” and Item 8, Note 2 to the consolidated financial statements included elsewhere in this report for additional information.
The Company may be forced to raise capital or sell assets if it fails to meet regulatory capital requirements.
The Dodd-Frank Act required the federal banking agencies to establish stricter risk-based capital requirements and leverage limits to apply to banks and bank and savings and loan holding companies. In July 2013, the federal banking agencies published the final Basel III Capital Rules that revised their risk-based and leverage capital requirements and their method for calculating risk-weighted assets. The Basel III Capital Rules apply to banking organizations, including the Company and the Bank, and are fully phased in as of January 1, 2019.
Among other things, the rules require that the Company maintain a common equity Tier 1 capital ratio of 4.5%, a Tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%. As of January 1, 2019, the Company must maintain a capital conservation buffer of 2.5% on top of the common equity Tier 1, Tier 1 and total capital requirements, effectively resulting in a required common equity Tier 1 capital ratio of 7%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. Failure to satisfy any of these capital requirements will result in limits on paying dividends, engaging in share repurchases and paying discretionary bonuses. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.
In addition to the higher required capital ratios and the deductions and adjustments relevant to the capital calculations, the Basel III Capital rules increase the risk weights for certain assets, meaning that the Company is required to hold more capital against these assets. Complying with these more stringent capital requirements could result in management modifying its business strategy and could limit the Company’s ability to make distributions, including paying dividends, or buying back shares.
Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving the Company and its subsidiaries, could adversely affect Cass or the financial services industry in general.
The Company is subject to various legal and regulatory proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that the Company will prevail in any proceeding or litigation. Any such matter could result in substantial cost and diversion of Cass’ efforts, which by itself could have a material adverse effect on Cass’ financial condition and operating results. Further, adverse determinations in such matters could result in actions by Cass’ regulators that could materially adversely affect Cass’ business, financial condition or results of operations. Please refer to Item 3, “Legal Proceedings.”
The Company’s accounting policies and methods are the basis of how Cass reports its financial condition and results of operations, and they require management to make estimates about matters that are inherently uncertain. In addition, changes in accounting policies and practices, as may be adopted by the regulatory agencies, the Financial Accounting Standards Board, or other authoritative bodies, could materially impact Cass’ financial statements.
The Company’s accounting policies and methods are fundamental to how Cass records and reports its financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with generally accepted accounting principles and reflect management’s judgment as to the most appropriate manner in which to record and report Cass’ financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in the Company reporting materially different amounts than would have been reported under a different alternative.
Cass has identified one accounting policy as being “critical” to the presentation of its financial condition and results of operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. More information on Cass’ critical accounting policies is contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
From time to time, the regulatory agencies, the Financial Accounting Standards Board (“FASB”), and other authoritative bodies change the financial accounting and reporting standards that govern the preparation of the Company’s financial statements. These changes can be hard to predict and can materially impact how management records and reports the Company’s financial condition and results of operations.
Cass is subject to examinations and challenges by tax authorities, which, if not resolved in the Company’s favor, could adversely affect the Company’s financial condition and results of operations.
In the normal course of business, Cass and its affiliates are routinely subject to examinations and challenges from federal and state tax authorities regarding the amount of taxes due in connection with investments it has made and the businesses in which it is engaged. Recently, federal and state taxing authorities have become increasingly aggressive in challenging tax positions taken by financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning. The challenges made by tax authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in the Company’s favor, they could have an adverse effect on Cass’ financial condition and results of operations.
Certain events beyond the Company’s control, such as severe weather, natural disasters, terrorist activities or other hostilities, may adversely affect the general economy, financial and capital markets, specific industries, and the Company.
Severe weather, natural disasters, acts of terrorism or other hostilities, and other adverse external events beyond the Company’s control, could have a significant impact on the Company’s ability to conduct business. Such events could disrupt Cass’ operations or those of its customers, affect the stability of the Bank’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur additional expenses. The occurrence of any such event in the future could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
In September 2012, the Company entered into a 10-year lease for office space in St. Louis County, Missouri, to house the headquarters of the Company and the Bank. The Company’s headquarters occupy 13,991 square feet in an office center at 12444 Powerscourt Drive along with 3,563 square feet in the same center at 12412 Powerscourt Drive. The Bank’s headquarters occupy 10,564 square feet in the same center at 12412 Powerscourt Drive.
The Company owns approximately 61,500 square feet of office space at 13001 Hollenberg Drive in Bridgeton, Missouri where the Company’s transportation processing activities are performed.
The Company owns a production facility of approximately 45,500 square feet located at 2675 Corporate Exchange Drive, Columbus, Ohio. Additional facilities are located in Lowell, Massachusetts, Greenville, South Carolina, Wellington, Kansas, Jacksonville, Florida and Columbus, Ohio. The Company has offices in Breda, Netherlands, Basingstoke, United Kingdom, and Singapore to service its multinational customers.
In addition, the Bank owns a banking facility near downtown St. Louis, Missouri, has an operating branch in the Bridgeton, Missouri location, and has additional leased facilities in Fenton, Missouri, Santa Ana, California and Colorado Springs, Colorado.
Management believes that these facilities are suitable and adequate for the Company’s operations.
The Company and its subsidiaries are not involved in any pending proceedings other than ordinary routine litigation incidental to their 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 4. MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is quoted on The Nasdaq Global Select Market® under the symbol “CASS.” As of February 19, 2019, there were approximately 4,555 holders of record of the Company’s common stock.
The Company maintains a treasury stock buyback program pursuant to which the Board of Directors has authorized the repurchase of up to 500,000 shares of the Company’s common stock. As restored by the Board of Directors in January 2019, the program provides that the Company may repurchase up to an aggregate of 500,000 shares of common stock and has no expiration date. Adjusted for the stock dividend that was paid on December 14, 2018, the Company repurchased a total of 169,143 shares at an aggregate cost of $8,838,000 during the year ended December 31, 2018 and 50,215 shares at an aggregate cost of $2,270,000 during the year ended December 31, 2017. Shares repurchased have been restated to give effect to the 20% stock dividend that was paid on December 14, 2018. A portion of the repurchased shares may be used for the Company’s employee benefit plans, and the balance will be available for other general corporate purposes. The pace of repurchase activity will depend on factors such as levels of cash generation from operations, cash requirements for investments, repayment of debt, current stock price, and other factors. The Company may repurchase shares from time to time on the open market or in private transactions, including structured transactions. The stock repurchase program may be modified or discontinued at any time.
During the three months ended December 31, 2018, the Company repurchased a total of 150,487 shares of its common stock pursuant to its treasury stock buyback program, as follows:
|of Shares||Number of|
|Purchased as||Shares that|
|Part of||May Yet Be|
|Number of||Announced||Under the|
|Shares||Average Price||Plans or||Plans or|
|Period||Purchased||Paid per Share||Programs1||Programs|
|October 1, 2018 – October 31, 2018 2||7,200||$||54.10||7,200||492,800|
|November 1, 2018 – November 30, 2018 2||7,200||$||54.05||7,200||485,600|
|December 1, 2018 – December 31, 2018||136,087||$||52.73||136,087||349,513|
All repurchases made during the quarter ended December 31, 2018 were made pursuant to the treasury stock buyback program, which was authorized by the Board of Directors on October 17, 2011 and announced by the Company on October 20, 2011. The program, as modified by the Board of Directors on October 20, 2014, provides that the Company may repurchase up to an aggregate of 500,000 shares of common stock and has no expiration date. The program is periodically modified by the Board of Directors and was most recently modified on October 23, 2018 and again on January 30, 2019, in each case to restore the aggregate number of shares available for repurchase to 500,000.
Shares and average share price have been restated for the 20% stock dividend that was paid by the Company on December 14, 2018.
Performance Quoted on The Nasdaq Stock Market for the Last Five Fiscal Years
The following graph compares the cumulative total returns over the last five fiscal years of a hypothetical investment of $100 in shares of common stock of the Company with a hypothetical investment of $100 in The Nasdaq Stock Market (“Nasdaq”) and in the index of Nasdaq computer and data processing stocks. The graph assumes $100 was invested on December 31, 2013, with dividends reinvested. Returns are based on period end prices.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected financial information for each of the five years ended December 31. The selected financial data should be read in conjunction with the Company’s consolidated financial statements and accompanying notes included in Item 8 of this report.
|(Dollars in thousands except per share data)||2018||2017||2016||2015||2014|
|Fee revenue and other income||$||104,076||$||95,512||$||86,136||$||83,368||$||79,907|
|Interest income on loans||32,477||28,641||29,063||28,669||29,726|
|Interest income on debt and equity securities||11,167||10,993||9,801||9,498||9,441|
|Other interest income||4,282||2,343||1,066||543||592|
|Total interest income||47,926||41,977||39,930||38,710||39,759|
|Interest expense on deposits||3,736||2,187||2,029||2,111||2,460|
|Provision for loan losses||—||—||(1,500||)||(850||)||—|
|Net interest income after provision||44,190||39,790||39,401||37,449||37,299|
|Income before income tax expense||36,347||34,899||32,064||31,034||31,792|
|Income tax expense||6,079||9,885||(1)||7,716||7,978||7,759|
|Diluted earnings per share (2)||$||2.03||$||1.68||$||1.63||$||1.52||$||1.56|
|Dividends per share (2)||.89||.72||.68||.65||.61|
|Dividend payout ratio||43.53||%||42.68||%||40.98||%||42.06||%||38.85||%|
|Average total assets||$||1,637,876||$||1,568,112||$||1,504,474||$||1,439,511||$||1,424,967|
|Average net loans||700,631||653,459||667,158||659,109||651,984|
|Average investment securities||448,890||426,657||352,129||330,095||321,836|
|Average total deposits||624,877||602,490||614,975||579,752||571,039|
|Average total shareholders’ equity||223,372||216,548||207,060||197,853||200,149|
|Return on average total assets||1.85||%||1.60||%||1.62||%||1.60||%||1.69||%|
|Return on average equity||13.55||11.55||11.76||11.65||12.01|
|Average equity to assets ratio||13.64||13.81||13.76||13.74||14.05|
|Equity to assets ratio at year-end||13.56||14.04||13.82||14.25||13.36|
|Tangible common equity to tangible assets||12.83||13.25||13.04||13.42||12.52|
|Tangible common equity to risk-weighted assets||18.85||20.23||20.13||21.19||19.65|
|Net interest margin||3.32||3.34||3.32||3.38||3.43|
|Allowance for loan losses to loans at year-end||1.42||1.49||1.53||1.77||1.78|
|Nonperforming assets to loans and foreclosed assets||—||—||.04||.48||(3)||.07|
|Net loan (recoveries) charge-offs to average loans outstanding||—||—||(.01||)||(.09||)||(.03||)|
Includes one-time, non-cash Tax Cuts and Jobs Act (“TCJA”) charge of $1,824,000.
Diluted earnings per share and dividends per share were adjusted for the 20% stock dividend that was paid on December 14, 2018.
In February 2016, one nonaccrual loan with a balance of $2,727,000 was paid in full. The percentage, as adjusted, would have been .06%
The following discussion and analysis provides information about the financial condition and results of operations of the Company for the years ended December 31, 2018, 2017 and 2016. All share and per share data have been restated to give effect to the 20% stock dividend that was paid on December 14, 2018. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and accompanying notes and other selected financial data presented elsewhere in this report.
Cass provides payment and information processing services to large manufacturing, distribution and retail enterprises from its offices/locations in St. Louis, Missouri, Columbus, Ohio, Boston, Massachusetts, Greenville, South Carolina, Wellington, Kansas, Jacksonville, Florida, Breda, Netherlands, Basingstoke, United Kingdom, and Singapore. The Company’s services include freight invoice rating, payment processing, auditing, and the generation of accounting and transportation information. Cass also processes and pays energy invoices, which include electricity and gas as well as waste and telecommunications expenses, and is a provider of telecom expense management solutions. Additionally, Cass provides a B2B payment platform for clients that require an agile fintech partner. The Company also, through Cass Commercial Bank, its St. Louis, Missouri-based bank subsidiary, provides banking services in the St. Louis metropolitan area, Orange County, California, Colorado Springs, Colorado, 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 faith-based 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, imaging, work flow, 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 investment of account balances 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 paid on its deposits and other borrowings. The Bank also assesses fees on other services such as cash management services.
Industry-wide factors that impact the Company include the willingness of large corporations to outsource key business functions such as freight, energy, telecommunication and environmental 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. As discussed in greater detail in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” a decline in the general level of interest rates can have a negative impact on net interest income and conversely, a rise in the general level of interest rates can have a positive impact on net interest income. The cost of fuel is another factor that has a significant impact on the transportation sector. As the price of fuel goes up or down, the Company’s earnings increase or decrease with the dollar amount of transportation invoices. Another negative impact of low fuel prices could be a drop in the number of invoices related to drilling supplies carried by domestic railroads and trucks that move pipes, sand and water for fracking operations.
In 2018, total fee revenue and other income increased $8,564,000, or 9%, net interest income after provision for loan losses increased $4,400,000, or 11%, total operating expenses increased $11,516,000, or 11%, and net income increased $5,254,000, or 21%. This positive performance in 2018 was driven by new customer wins, increased business from existing customers, the development and deployment of new revenue generating services, and higher interest rates. Additionally, the growth in net income was enhanced by the 2017 one-time, non-cash charge of $1,824,000 due to tax reform. The increase in total operating expense was due mainly to the Company continuing to invest in personnel, technology, and infrastructure to support future service growth. As a part of that investment, the Company hired a chief information officer and a vice president of security and risk as a part of a major restructuring of the IT organization to promote responsiveness in each business yet obtain the benefits of scalability, efficiency, and security that centralization can bring. The asset quality of the Company’s loans and investments as of December 31, 2018 remained strong.
Currently, management views Cass’ major opportunity 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 leadership position in applied technology, which when combined with the security and processing controls of the Bank, makes Cass unique in the industry.
Impact of New and Not Yet Adopted Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 – Revenue from Contracts with Customers. The ASU supersedes revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance in the FASB Accounting Standards Codification (“ASC”). The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance identifies specific steps that entities should apply in order to achieve this principle. Under the ASU, the amendments are effective for interim and annual periods beginning January 1, 2018 and must be applied retrospectively.
On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“FASB ASC 606”), and selected the modified retrospective transition method. The adoption of this new standard did not impact the Company’s results of operations or balance sheet and there was no cumulative effect of initially applying this new revenue standard to the opening balance of retained earnings. Since interest income on loans and securities are both excluded from this topic, a significant portion of the Company’s revenues are not subject to the new guidance. The services that fall within the scope of FASB ASC 606 are presented within fee revenue and other income in the Consolidated Statements of Income and are recognized as revenue as the obligation to the customer is satisfied. Services within the scope of FASB ASC 606 include invoice processing and payment fees, bank service fees, and other real estate owned (“OREO”).
In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases (ASC Topic 842). The ASU improves financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Consistent with current generally accepted accounting principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. A third-party vendor solution has been selected to assist in the application of ASU 2016-02. The Company will adopt this ASU using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The adoption of this ASU is expected to add assets and liabilities of approximately $9-11 million to the Company’s balance sheet.
In June 2016, the FASB issued ASU No. 2016-13 - Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”). The ASU requires measurement and recognition of expected credit losses for financial assets held. Under this standard, it will be required to hold an allowance equal to the expected life-of-loan losses on the loan portfolio. The standard is effective for fiscal periods beginning after December 15, 2019. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.
Critical Accounting Policies
The Company has prepared the consolidated financial statements in this report in accordance with the FASB ASC. In preparing the consolidated financial statements, 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. An accounting policy that requires significant management estimates and is deemed critical to the Company’s results of operations or financial position has been discussed with the Audit Committee of the Board of Directors and is 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 the Company’s business operations are discussed in the “Provision and Allowance for Loan Losses” section of this report. The Company’s estimates have been materially accurate in the past, and accordingly, the Company expects to continue to utilize the present processes thru 2019, after which CECL will be adopted.
Summary of Results
|For the Years Ended December 31,||% Change|
|(In thousands except per share data)||2018||2017||2016||2018 v. 2017||2017 v. 2016|
|Total processing volume||66,255||63,207||57,897||4.8||%||9.2||%|
|Total processing dollars||$||42,380,453||$||37,597,035||$||34,689,268||12.7||8.4|
|Payment and processing fees||$||102,181||$||93,322||$||83,713||9.5||11.5|
|Net interest income after provision for loan losses||$||44,190||$||39,790||$||39,401||11.1||1.0|
|Total net revenue||$||148,266||$||135,302||$||125,537||9.6||7.8|
|Average earning assets||$||1,403,748||$||1,362,660||$||1,308,914||3.0||4.1|
|Net interest margin (1)||3.32||%||3.34||%||3.32||%||—||—|
|Diluted earnings per share (2)||$||2.03||$||1.68||$||1.63||20.8||3.1|
|Return on average assets||1.85||%||1.60||%||1.62||%||—||—|
|Return on average equity||13.55||%||11.55||%||11.76||%||—||—|
|(1)||Presented on a tax-equivalent basis. The TCJA reduced the net interest margin by approximately 20 basis points in 2018.|
|(2)||Diluted earnings per share was restated for the stock dividend that was paid on December 14, 2018.|
The results of 2018 compared to 2017 include the following significant items:
Overall, the Company’s performance improved as a result of new customer wins, increased business from existing customers, the development and deployment of new revenue-generating services, and higher interest rates. Payment and processing fees and total processing volume increased 9% and 5%, respectively. Higher carrier and fuel prices in concert with higher volume from current accounts and new customer wins produced an increase in processing dollars of 13%. Net income in 2018 increased 21% because of the aforementioned items as well as the one-time, non-cash tax charge to income tax expense in 2017 triggered by the passage of the TCJA.
Average earning assets increased 3% and net interest income after provision for loan losses increased 11% year over year. The increase in net interest income after provision for loan losses was due to higher interest rates and higher average earning assets. There was no loan loss provision recorded in either 2017 or 2018.
There were losses from the sale of securities in 2018 of $42,000 and no gains or losses on sales of securities in 2017. Operating expenses increased $11,516,000, or 11%, as the Company continued to invest in personnel, technology, and infrastructure to support future service growth.
The results of 2017 compared to 2016 include the following significant items:
Overall, the Company’s performance improved as a result of continued growth in the customer base and new revenue-generating services. Payment and processing fees and total processing volume increased 12% and 9%, respectively. Against the backdrop of a strengthening global economy, increased carrier and fuel prices combined with higher volume from current accounts to produce an increase in processing dollars of 8%. Net income in 2017 increased 3% despite a onetime, non-cash charge to income tax expense of $1,824,000 triggered by the passage of the TCJA on December 22, 2017.
Average earning assets increased 4% and net interest income after provision for loan losses increased 1% year over year. The increase in net interest income after provision for loan losses was primarily due to higher average earning assets but was largely offset by a negative provision for loan losses of $1,500,000 in 2016 compared to none in 2017.
There were no gains from the sale of securities in 2017 and $387,000 in 2016. Bank service fees increased $73,000, or 6%, and other income increased $81,000. Operating expenses increased $6,930,000, or 7%, as the Company continued to invest in staff and technology to win and support new business.
Fee Revenue and Other Income
The Company’s fee revenue is derived mainly from transportation and facility payment and processing fees. As the Company provides its processing and payment services, it is compensated by service fees which are typically calculated on a per-item basis, discounts received for services provided to carriers and by the accounts and drafts payable balances generated in the payment process which can be used to generate interest income. Processing volumes, fee revenue and other income were as follows:
|December 31,||% Change|
|(In thousands)||2018||2017||2016||2018 v. 2017||2017 v. 2016|
|Transportation invoice transaction volume||37,542||35,546||34,352||5.6||%||3.5||%|
|Transportation invoice dollar volume||$||28,549,225||$||24,801,733||$||22,774,909||15.1||8.9|
|Expense management transaction volume(1)||28,713||27,661||23,545||3.8||17.5|
|Expense management dollar volume(1)||$||13,831,228||$||12,795,302||$||11,914,359||8.1||7.4|
|Payment and processing revenue||$||102,181||$||93,322||$||83,713||9.5||11.5|
|Bank service fees||$||1,335||$||1,349||$||1,276||(1.0||)||5.7|
|(Losses) gains on sales of investment securities||$||(42||)||—||$||387||—||—|
|(1)||Includes energy, telecom and environmental|
Fee revenue and other income in 2018 compared to 2017 include the following significant pre-tax components:
In the transportation sector, higher volume from current accounts helped increase invoice volume 6%. Higher carrier and fuel prices in concert with the higher volume from current accounts produced a 15% increase in dollar volume. The increase in dollar volume generated larger investable balances that improved investment income and raised fees from carrier services. Expense management transaction volume increased 4% and dollar volume increased 8% as a result of new customer wins and increased volumes from current accounts. There were losses from the sale of securities in 2018 of $42,000 and no gains or losses on sales of securities in 2017.
Fee revenue and other income in 2017 compared to 2016 include the following significant pre-tax components:
In the transportation sector, new business and a growing customer base increased invoice volume 4%. The strong global economy combined with increased carrier and fuel prices produced a 9% increase in dollar volume. The increase in dollar volume generated larger investable balances that improved investment income and raised fees from carrier services. Expense management transaction volume increased 18% and dollar volume increased 7% as a result of new customer wins and increased volumes from current accounts. There were no gains on sales of investment securities.
Net Interest Income
Net interest income is the difference between interest earned on loans, investments, and other earning assets and interest expense on deposits and other interest-bearing liabilities. Net interest income is a significant source of the Company’s revenues. The following table summarizes the changes in tax-equivalent net interest income and related factors:
|December 31,||% Change|
|(In thousands)||2018||2017||2016||2018 v. 2017||2017 v. 2016|
|Average earning assets||$||1,403,748||$||1,362,660||$||1,308,914||3.0||%||4.1||%|
|Net interest income (1)||$||46,612||$||45,480||$||43,402||2.5||%||4.8||%|
|Net interest margin (1)||3.32||%||3.34||%||3.32||%|
|Yield on earning assets (1)||3.59||%||3.50||%||3.47||%|
|Rate on interest bearing liabilities||1.00||%||.56||%||.48||%|
|(1)||Presented on a tax-equivalent basis using a tax rate of 21% in 2018 and 35% in both 2017 and 2016. The net interest margin and yield on earning assets are lower by approximately 20 basis points and net interest income was approximately $2,700,000 lower in 2018 as a result of a lower tax-equivalent adjustment due to TCJA.|
Net interest income in 2018 compared to 2017:
The increase in net interest income was primarily due to an increase in average earning assets and was partially offset by a slight decrease in the net interest margin as a result of TCJA. More information is contained in the tables below and in Item 7A of this report.
Total average investment in securities and certificates of deposit increased $21,499,000, or 5%. The investment portfolio will expand and contract over time as the Company manages its liquidity and interest rate position. All purchases were made in accordance with the Company’s investment policy. Interest bearing deposits in other financial institutions increased $23,700,000, or 24%. Total average federal funds sold and other short-term investments decreased $51,304,000, or 31%.
Total average loans increased $47,193,000, or 7%, to $710,846,000. Loans have a positive effect on interest income and the net interest margin due to the fact that loans are one of the Company’s highest yielding earning assets for any given maturity.
The Bank’s total average interest-bearing deposits decreased $21,525,000, or 5%, compared to the prior year. Average rates paid on interest-bearing liabilities increased from .56% to 1.00% as a result of overall market rate increases for deposits.
Net interest income in 2017 compared to 2016:
The increase in net interest income was primarily due to an increase in average earning assets combined with a slight improvement in the net interest margin as a result of an improving interest rate environment. More information is contained in the tables below and in Item 7A of this report.
Total average investment in securities and certificates of deposit increased $73,697,000, or 20%. The investment portfolio will expand and contract over time as the Company manages its liquidity and interest rate position. All purchases were made in accordance with the Company’s investment policy. Total average federal funds sold and other short-term investments increased $19,047,000, or 13%. Interest bearing deposits in other financial institutions decreased $24,590,000, or 20%.
Total average loans decreased $14,408,000, or 2%, to $663,653,000. Loans have a positive effect on interest income and the net interest margin due to the fact that loans are one of the Company’s highest yielding earning assets for any given maturity.
The Bank’s total average interest-bearing deposits decreased $29,184,000, or 7%, compared to the prior year. Average rates paid on interest-bearing liabilities increased from .48% to .56%.
Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rate and Interest Differential
The following table contains condensed average balance sheets for each of the periods reported, the tax-equivalent interest income and expense on each category of interest-earning assets and interest-bearing liabilities, and the average yield on such categories of interest-earning assets and the average rates paid on such categories of interest-bearing liabilities for each of the periods reported:
|Loans (2), (3):|
|Certificates of deposit||6,236||97||1.56||6,970||82||1.18||7,801||51||.65|
|Interest-bearing deposits in other financial institutions||124,101||2,338||1.88||100,401||1,036||1.03||124,991||638||.51|
|Federal funds sold and other short-term investments||113,675||1,944||1.71||164,979||1,307||.79||145,932||428||.29|
|Total earning assets||1,403,748||50,348||3.59||(4)||1,362,660||47,667||3.50||1,308,914||45,431||3.47|
|Cash and due from banks||13,336||12,904||11,822|
|Premises and equipment, net||22,355||21,299||20,503|
|Bank owned life insurance||17,142||16,676||16,174|
|Goodwill and other intangibles||14,354||14,464||13,799|
|Allowance for loan losses||(10,215||)||(10,194||)||(10,903||)|
|Liabilities and Shareholders’ Equity (1)|
|Interest-bearing demand deposits||$||302,816||$||2,832||.94||%||$||323,635||$||1,610||.50||%||$||343,205||$||1,388||.40||%|
|Time deposits >=$250||16,639||210||1.26||16,022||150||.94||14,463||172||1.19|
|Other time deposits||41,045||585||1.43||38,279||348||.91||44,468||369||.83|
|Total interest-bearing deposits||371,951||3,736||1.00||393,476||2,187||.56||422,660||2,029||.48|
|Total interest-bearing liabilities||371,961||3,736||1.00||393,489||2,187||.56||422,660||2,029||.48|
|Accounts and drafts payable||745,713||713,052||654,845|
|Total liabilities and shareholders’ equity||$||1,637,876||$||1,568,112||$||1,504,474|
|Net interest income (4)||$||46,612||(4)||$||45,480||$||43,402|
|Net interest margin (4)||3.32||% (4)||3.34||%||3.32||%|
|(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 Item 8, Note 1 of this report.|
|(3)||Interest income on loans includes net loan fees of $393,000, $415,000, and $586,000 for 2018, 2017 and 2016, respectively.|
|(4)||Interest income is presented on a tax-equivalent basis assuming a tax rate of 21% in 2018 and 35% in both 2017 and 2016. The tax-equivalent adjustment was approximately $2,422,000, $5,691,000 and $5,500,000 for 2018, 2017 and 2016, respectively. The TCJA reduced the yield/rate on tax-exempt securities by approximately 70 basis points and the yield on earning assets and net interest margin by approximately 20 basis points in 2018. Net interest income also decreased by approximately $2,700,000 as a result of TCJA.|
|(5)||For purposes of these computations, yields on investment securities are computed as interest income divided by the average amortized cost of the investments.|
Analysis of Net Interest Income Changes
The following table presents the changes in interest income and expense between years due to changes in volume and interest rates.
|2018 Over 2017||2017 Over 2016|
|(In thousands)||Volume (1)||Rate (1)||Total||Volume (1)||Rate (1)||Total|
|Increase (decrease) in interest income:|
|Loans (2), (3):|
|Certificates of deposit||(9||)||24||15||(6||)||37||31|
|Interest-bearing deposits in other financial institutions||289||1,013||1,302||(146||)||544||398|
|Federal funds sold and other short-term investments||(506||)||1,143||637||63||816||879|
|Total interest income||$||1,849||$||832||$||2,681||$||1,961||$||275||$||2,236|
|Interest expense on:|
|Interest-bearing demand deposits||$||(110||)||$||1,332||$||1,222||$||(82||)||$||304||$||222|
|Time deposits >=$250||6||54||60||17||(39||)||(22||)|
|Other time deposits||27||210||237||(54||)||33||(21||)|
|Total interest expense|
|Net interest income||$||1,951||$||(819||)||$||1,132||$||2,105||$||(27||)||$||2,078|
The change in interest due to the combined rate/volume variance has been allocated in proportion to the absolute dollar amounts of the change in each.
Average balances include nonaccrual loans.
Interest income includes net loan fees.
Interest income is presented on a tax-equivalent basis assuming a tax rate of 21% in 2018 and 35% in both 2017 and 2016. The TCJA reduced interest income on tax-exempt securities by approximately $2,700,000 in 2018.
Interest earned on the loan portfolio is a primary source of income for the Company. The loan portfolio was $721,587,000 and represented 43% of the Company's total assets as of December 31, 2018 and generated $32,477,000 in revenue during the year then ended. The Company had no sub-prime mortgage loans or residential development loans in its portfolio for any of the years presented. The following tables show the composition of the loan portfolio at the end of the periods indicated and remaining maturities for loans as of December 31, 2018.
|Loans by Type||December 31,|
|Commercial and industrial||$||277,091||$||236,394||$||214,767||$||193,430||$||203,350|
|Real estate (commercial and faith-based):|
|Industrial Revenue Bond||—||3,374||6,639||19,831||23,348|
|Loans by Maturity
(At December 31, 2018)
|Over 1 Year
Through 5 Years
|Commercial and industrial||$||15,697||$||68,029||$||78,159||$||52,815||$||55,564||$||6,827||$||277,091|
Loans have been classified as having "floating" interest rates if the rate specified in the loan varies with the prime commercial rate of interest.
The Company has no concentrations of loans exceeding 10% of total loans, which are not otherwise disclosed in the loan portfolio composition table and as are discussed in Item 8, Note 4, of this report. As can be seen in the loan composition table above and as discussed in Item 8, Note 4, the Company's primary market niche for banking services is privately held businesses, franchises, and faith-based ministries.
Loans to commercial entities are generally secured by the business assets of the borrower, including accounts receivable, inventory, machinery and equipment, and the real estate from which the borrower operates. Operating lines of credit to these companies generally are secured by accounts receivable and inventory, with specific percentages of each determined on a customer-by-customer basis based on various factors including the type of business. Intermediate term credit for machinery and equipment is generally provided at some percentage of the value of the equipment purchased, depending on the type of machinery or equipment purchased by the entity. Loans secured exclusively by real estate to businesses and faith-based ministries are generally made with a maximum 80% loan to value ratio, depending upon the Company's estimate of the resale value and ability of the property to generate cash. The Company's loan policy requires an independent appraisal for all loans over $250,000 secured by real estate. Company management monitors the local economy in an attempt to determine whether it has had a significant deteriorating effect on such real estate loans. When problems are identified, appraised values are updated on a continual basis, either internally or through an updated external appraisal.
Loan portfolio changes from December 31, 2017 to December 31, 2018:
Total loans increased $35,356,000, or 5%, to $721,587,000. Additional details regarding the types and maturities of loans in the loan portfolio are contained in the tables above and in Item 8, Note 4.
Loan portfolio changes from December 31, 2016 to December 31, 2017:
Total loans increased $21,365,000, or 3%, to $686,231,000. Additional details regarding the types and maturities of loans in the loan portfolio are contained in the tables above and in Item 8, Note 4.
Provision and Allowance for Loan Losses (ALLL)
The Company recorded no provision for loan losses in 2018 or 2017, and ($1,500,000) in 2016. The amount of the provisions for loan losses was derived from the Company’s quarterly analysis of the ALLL. The amount of the provision will fluctuate as determined by these quarterly analyses. The Company had net loan recoveries of $20,000, $30,000, and $40,000 in 2018, 2017, and 2016, respectively. The ALLL was $10,225,000 at December 31, 2018 compared to $10,205,000 at December 31, 2017 and $10,175,000 at December 31, 2016. The year-end 2018 allowance represented 1.4% of outstanding loans, while the allowance represented 1.5% of outstanding loans at year-end 2017 and 2016. From December 31, 2017 to December 31, 2018, there were no nonperforming loans. Nonperforming loans are more fully explained in the section entitled “Nonperforming Assets.”
The ALLL has been established and is maintained to absorb reasonably estimated and probable losses in the loan portfolio. An ongoing assessment is performed to determine if the balance is adequate. Charges or credits are made to expense to cover any deficiency or reduce any excess, as required. The current methodology consists of two components: 1) estimated credit losses on individually evaluated loans that are determined to be impaired in accordance with FASB ASC 310 - Allowance for Credit Losses and 2) estimated credit losses inherent in the remainder of the loan portfolio in accordance with FASB ASC 450 - Contingencies. Estimated credit losses is an estimate of the current amount of loans that is probable the Company will be unable to collect according to the original terms.
For loans that are individually evaluated, the Company uses two impairment measurement methods: 1) the present value of expected future cash flows and 2) collateral value. For the remainder of the portfolio, the Company groups loans with similar risk characteristics into eight segments and applies historical loss rates to each segment based on a five fiscal-year look-back period. In addition, qualitative factors including credit concentration risk, national and local economic conditions, nature and volume of loan portfolio, legal and regulatory factors, downturns in specific industries including losses in collateral values, trends in credit quality at the Company and in the banking industry and trends in risk-rating agencies are also considered.
The Company also utilizes ratio analysis to evaluate the overall reasonableness of the ALLL compared to its peers and required levels of regulatory capital. Federal and state agencies review the Company’s methodology for maintaining the ALLL. These agencies may require the Company to adjust the ALLL based on their judgments and interpretations about information available to them at the time of their examinations.
The following schedule summarizes activity in the ALLL and the allocation of the allowance to the Company’s loan categories.
Summary of Loan Loss Experience
|Allowance at beginning of year||$||10,205||$||10,175||$||11,635||$||11,894||$||11,679|
|Commercial and industrial||—||—||—||30||—|
|Real estate (commercial and faith-based):|
|Total loans charged-off||—||—||—||30||79|
|Recoveries of loans previously charged-off:|
|Commercial and industrial||20||30||39||610||41|
|Real estate (commercial and faith-based):|
|Total recoveries of loans previously charged-off||20||30||40||621||294|
|Net loans (recovered) charged-off||(20||)||(30||)||(40||)||(591||)||(215||)|
|Provision (credited) charged to expense||—||—||(1,500||)||(850||)||—|
|Allowance at end of year||$||10,225||$||10,205||$||10,175||$||11,635||$||11,894|
|Ratio of allowance for loan losses to loans outstanding:|
|Ratio of net (recoveries) charge-offs to average loans outstanding||—||—||(.01||)%||(.09||)%||(.03||)%|
|Allocation of allowance for loan losses (1):|
|Commercial and industrial||$||4,179||$||3,652||$||3,261||$||3,083||$||3,515|
|Real estate (commercial and faith-based):|
|Industrial Revenue Bond||—||52||101||320||394|
|Percentage of categories to total loans:|
|Commercial and industrial||38.4||%||34.4||%||32.3||%||29.3||%||30.4||%|
|Real estate (commercial and faith-based):|
|Industrial Revenue Bond||—||%||.59||%||1.0||%||3.0||%||3.5||%|
Although specific allocations exist, the entire allowance is available to absorb losses in any particular loan category.
Includes unallocated allowance of $423,000 and $877,000 in 2018 and 2017, respectively.
Nonperforming loans are defined as loans on non-accrual status and loans 90 days or more past due but still accruing. Nonperforming assets include nonperforming loans plus foreclosed real estate. Troubled debt restructurings are not included in nonperforming loans unless they are on non-accrual status or past due 90 days or more.
It is the policy of the Company to continually monitor its loan portfolio and to discontinue the accrual of interest on any loan for which collection is not probable. Subsequent payments received on such loans are applied to principal if collection of principal is not probable; otherwise, these receipts are recorded as interest income. Interest on nonaccrual loans, which would have been recorded under the original terms of the loans, was approximately $0 and $24,000 for the years ended December 31, 2018 and 2017, respectively. Of this amount, approximately $0 and $17,000 was actually recorded as interest income on such loans during the years ended December 31, 2018 and 2017, respectively.
There were no nonaccrual loans or foreclosed assets at December 31, 2018 or December 31, 2017.
The Company does not have any foreign loans. The Company's loan portfolio does not include a significant amount of single family real estate mortgages, as the Company does not market its services to retail customers. Also, the Company had no sub-prime mortgage loans or residential development loans in its portfolio in any of the years presented.
The Company does not have any other interest-earning assets which would have been included in nonaccrual, past due or restructured loans if such assets were loans.
Summary of Nonperforming Assets
|Commercial and industrial:|
|Contractually past due 90 days or more and still accruing||—||—||—||—||—|
|Real estate – mortgage:|
|Contractually past due 90 days or more and still accruing||—||—||—||—||—|
|Total nonperforming loans||$||—||$||—||$||245||$||3,135||$||488|
|Total foreclosed assets||—||—||—||—||—|
|Total nonperforming assets||$||—||$||—||$||245||$||3,135||$||488|
In October 2017, one nonaccrual loan with a balance of $215,000 was paid in full. In February 2016, one nonaccrual loan with a balance of $2,727,000 was paid in full.
Operating expenses in 2018 compared to 2017 include the following significant pre-tax components:
Salaries and employee benefits expense increased $8,542,000, or 11%, to $85,881,000 as the Company invested in staff and technology development to win and support new business. Outside service expense increased $1,026,000, or 15%, for continual technology advancements to support customers. Equipment expense increased $539,000 to $5,610,000 primarily due to depreciation of internally developed software. As a part of the increased investment in technology, the Company hired a chief information officer and a vice president of security and risk as a part of a major restructuring of the IT organization to promote responsiveness in each business yet obtain the benefits of scalability, efficiency, and security that centralization can bring.
Operating expenses in 2017 compared to 2016 include the following significant pre-tax components:
Salaries and employee benefits expense increased $4,758,000, or 7%, to $77,339,000 as the Company invested in staff and technology development to win and support new business. Outside service expense increased $1,355,000, or 24%, for continual technology advancements to support customers. Equipment expense increased $620,000 to $5,071,000 primarily due to depreciation of internally developed software.
Income Tax Expense
On December 22, 2017, the TCJA was enacted. Among other things, the new law (i) establishes a new, flat corporate federal statutory income tax rate of 21%; (ii) eliminates the corporate alternative minimum tax and allows the use of any such carryforwards to offset regular tax liability for any taxable year; (iii) limits the deduction for net interest expense incurred by U.S. corporations; (iv) allows businesses to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets; (v) eliminates or reduces certain deductions related to meals and entertainment expenses; (vi) modifies the limitation on excessive employee remuneration to eliminate the exception for performance-based compensation and clarifies the definition of a covered employee; and (vii) limits the deductibility of deposit insurance premiums. The TCJA also significantly changes U.S. tax law related to foreign operations, though, such changes do not currently impact the Company on a significant level.
Also on December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for tax effects of the TCJA. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. Based on the information available and current interpretation of the rules at December 31, 2017, the Company made provisional estimates of the impact of the reduction in the corporate tax rate and remeasurement of certain deferred tax assets and liabilities based on the rate at which they were expected to reverse in the future totaling $1,824,000. The final analysis and measurement was completed during the fourth quarter of 2018 when the Company filed the 2017 U.S. federal income tax return and a reduction of tax expense in the amount of $74,000 was recorded.
As more fully described in this Item 7 and Item 8, Note 13, the Company’s 2017 results of operations are skewed by a onetime, non-cash charge to income tax expense of $1,824,000, triggered by the passage of the TCJA. While the reduction in the federal corporate tax rate negatively impacted 2017 earnings, the rate reduction is projected to significantly boost after-tax earnings in the future.
Taxable-equivalent adjustments noted throughout this report are the result of increasing income from tax-free loans and investments by an amount equal to the taxes that would be paid if the income were fully taxable based on a 35% federal tax rate, thus making tax-exempt yields comparable to taxable asset yields. Beginning January 1, 2018, taxable-equivalent adjustments are based upon the new tax rate of 21% as a result of the TCJA.
Income tax expense in 2018 totaled $6,079,000 compared to $9,885,000 and $7,716,000 in 2017 and 2016, respectively. When measured as a percent of pre-tax income, the Company’s effective tax rate was 17% in 2018, 28% in 2017, and 24% in 2016. The decrease in 2018 tax expense was primarily the result of two items:
|●||the decrease in the federal income tax rate and|
|●||the one-time, non-cash charge of $1,824,000 that increased 2017 tax expense triggered by the passage of the TCJA on December 22, 2017.|
Investment portfolio changes from December 31, 2017 to December 31, 2018:
State and political subdivision securities decreased $82,315,000, or 20%, to $334,717,000. U.S. government agency securities increased $59,322,000 to $104,822,000. The investment portfolio provides the Company with a significant source of earnings, secondary source of liquidity, and mechanisms to manage the effects of changes in loan demand and interest rates. Therefore, the size, asset allocation and maturity distribution of the investment portfolio will vary over time depending on management’s assessment of current and future interest rates, changes in loan demand, changes in the Company’s sources of funds and the economic outlook. During this period, the Company primarily purchased U.S. government agency securities. These securities all had A or better credit ratings and maturities approaching 15 years. Due to the passage of the TCJA and tax-exempt interest becoming less advantageous, the Company reduced the state and political subdivision security portfolio. All purchases were made in accordance with the Company’s investment policy.
There was no single issuer of securities in the investment portfolio at December 31, 2018 for which the aggregate amortized cost exceeded 10% of total shareholders' equity.
|Investments by Type|
|State and political subdivisions||$||334,717||$||417,032||$||370,134|
|U.S. government agencies||104,822||45,500||12,672|
|Certificates of deposit||1,995||7,991||7,746|
|Investment Securities by Maturity|
|(At December 31, 2018)|
|(In thousands)||Within 1
|Over 1 to 5
|Over 5 to
|State and political subdivisions||$||6,491||$||64,668||$||226,196||$||37,362||3.02||% (1)|
|U.S. government agencies||—||61,085||17,922||25,815||2.39||%|
|Certificates of deposit||1,495||500||—||—||1.99||%|
|Weighted average yield (1)||3.56||%||2.64||%||3.05||%||2.52||%||2.86||%|
Yields are presented on a tax-equivalent basis assuming a tax rate of 21% in 2018 and 35% in both 2017 and 2016. The TCJA reduced the yield by approximately 70 basis points.
Deposits and Accounts and Drafts Payable
Noninterest-bearing demand deposits increased 11% from December 31, 2017 to $313,258,000 at December 31, 2018. The average balances of these deposits increased 21% in 2018 to $252,926,000. These balances are primarily maintained by commercial customers, faith-based ministries, and new payment and information processing relationships and can fluctuate on a daily basis.
Interest-bearing deposits increased $12,121,000, or 3%, to $408,668,000 at December 31, 2018. The average balances of these deposits decreased 5% to $371,951,000 in 2018 from $393,476,000 in 2017.
Accounts and drafts payable generated by the Company in its payment processing operations increased $21,528,000, or 3%, to $694,360,000 at December 31, 2018. The average balance of these funds increased $32,661,000, or 5%, to $745,713,000 in 2018. This increase was the result of continued growth in the customer base, a strengthening global economy, increased carrier rates, and higher energy prices. Due to the Company’s payment processing cycle, average balances are much more indicative of the underlying activity than period-end balances since point-in-time comparisons can be misleading if the comparison dates fall on different days of the week.
The composition of average deposits and the average rates paid on those deposits is represented in the table entitled “Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rate and Interest Differential” which is included earlier in this discussion. The Company does not have any significant deposits from foreign depositors.
Maturities of Certificates of Deposit as of December 31, 2018
|(In thousands)||$100 or Less||$100 to Less
|Three months or less||$||3,646||$||16,634||$||1,286||$||21,566|
|Three to six months||342||21,327||1,742||23,411|
|Six to twelve months||322||1,856||3,999||6,177|
|Over twelve months||552||11,841||8,910||21,303|
The discipline of liquidity management as practiced by the Company seeks to ensure that funds are available to fulfill all payment obligations relating to invoices processed as they become due and meet depositor withdrawal requests and borrower credit demands while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of funds. Primary liquidity to meet demand is provided by short-term liquid assets that can be converted to cash, maturing securities and the ability to obtain funds from external sources. The Company's Asset/Liability Committee (“ALCO”) has direct oversight responsibility for the Company's liquidity position and profile. Management considers both on-balance sheet and off-balance sheet items in its evaluation of liquidity.
The balances of liquid assets consist of cash and cash equivalents, which include cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold, and money market funds, totaled $230,933,000 at December 31, 2018, an increase of $2,823,000, or 1%, from December 31, 2017. At December 31, 2018, these assets represented 14% of total assets. Cash and cash equivalents are the Company’s and its subsidiaries’ primary source of liquidity to meet future expected and unexpected loan demand, depositor withdrawals or reductions in accounts and drafts payable.
Secondary sources of liquidity include the investment portfolio and borrowing lines. Total investment in debt securities available-for-sale at fair value was $441,534,000 at December 31, 2018, a decrease of $28,989,000, or 6%, from December 31, 2017. These assets represented 26% of total assets at December 31, 2018 and were primarily state and political subdivision and treasury securities. Of the total portfolio, 2% mature in one year or less, 29% mature after one year through five years and 69% mature after five years.
As of December 31, 2018, the Bank had unsecured lines of credit at correspondent banks to purchase federal funds up to a maximum of $83,000,000 at the following banks: US Bank, $20,000,000; Wells Fargo Bank, $15,000,000; PNC Bank, $12,000,000; Frost National Bank, $10,000,000; JPM Chase Bank, $6,000,000; and UMB Bank $20,000,000. As of December 31, 2018, the Bank had secured lines of credit with the Federal Home Loan Bank (“FHLB”) of $193,460,000 collateralized by commercial mortgage loans. At December 31, 2018, the Company had a line of credit from UMB Bank of $50,000,000 and First Tennessee Bank of $50,000,000 collateralized by state and political subdivision securities. There were no amounts outstanding under any of the lines of credit discussed above at December 31, 2018 or 2017.
The deposits of the Company's banking subsidiary have historically been stable, consisting of a sizable volume of core deposits related to customers that utilize many other commercial products of the Bank. The accounts and drafts payable generated by the Company have also historically been a stable source of funds.
Net cash flows provided by operating activities for the years 2018, 2017 and 2016 were $48,335,000, $38,890,000, and $35,189,000, respectively. Net income plus depreciation and amortization accounts for most of the operating cash provided. 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. Further analysis of the changes in these account balances is discussed earlier in this report. Due to the daily fluctuations in these account balances, management believes that 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, cash from operations, and borrowing lines will continue to be sufficient to fund the Company’s operations and capital expenditures in 2019. The Company anticipates the annual capital expenditures for 2019 should range from $4 million to $6 million. Capital expenditures in 2019 are expected to consist of equipment and software related to the payment and information processing services business.
There are several trends and uncertainties that may impact the Company’s ability to generate revenues and income at the levels that it has in the past. In addition, these trends and uncertainties may impact available liquidity. Those that could significantly impact the Company include the general levels of interest rates, business activity, and energy costs as well as new business opportunities available to the Company.
As a financial institution, a significant source of the Company’s earnings is generated from net interest income. Therefore, the prevailing interest rate environment is important to the Company’s performance. A major portion of the Company’s funding sources are the noninterest-bearing accounts and drafts payable generated from its payment and information processing services. Accordingly, higher levels of interest rates will generally allow the Company to earn more net interest income. Conversely, a lower interest rate environment will generally tend to depress net interest income. The Company actively manages its balance sheet in an effort to maximize net interest income as the interest rate environment changes. This balance sheet management impacts the mix of earning assets maintained by the Company at any point in time. For example, in a low interest rate environment, short-term relatively lower rate liquid investments may be reduced in favor of longer term relatively higher yielding investments and loans. If the primary source of liquidity is reduced in a low interest rate environment, a greater reliance would be placed on secondary sources of liquidity including borrowing lines, the ability of the Bank to generate deposits, and the investment portfolio to ensure overall liquidity remains at acceptable levels.
The overall level of economic activity can have a significant impact on the Company’s ability to generate revenues and income, as the volume and size of customer invoices processed may increase or decrease. Lower levels of economic activity decrease both fee income (as fewer invoices are processed) and balances of accounts and drafts payable generated (as fewer invoices are processed) from the Company’s transportation customers.
The relative level of energy costs can impact the Company’s earnings and available liquidity. Lower levels of energy costs will tend to decrease transportation and energy invoice amounts resulting in a corresponding decrease in accounts and drafts payable. Decreases in accounts and drafts payable generate lower interest income and reduce liquidity.
New business opportunities are an important component of the Company’s strategy to grow earnings and improve performance. Generating new customers allows the Company to leverage existing systems and facilities and grow revenues faster than expenses. During 2018, new business was added in both the transportation and facility expense management operations, driven by both successful marketing efforts and the solid market leadership position held by Cass.
One of management’s primary objectives is to maintain a strong capital base to warrant the confidence of customers, shareholders, and bank regulatory agencies. A strong capital base is needed to take advantage of profitable growth opportunities that arise and to provide assurance to depositors and creditors. The Company and its banking subsidiary continue to exceed all regulatory capital requirements, as evidenced by the capital ratios at December 31, 2018 as shown in Item 8, Note 2 of this report. All share and per share data have been restated to give effect to the 20% stock dividend that was paid on December 14, 2018.
In 2018, cash dividends paid were $.89 per share for a total of $13,177,000, an increase of $2,502,000, or 23%, compared to $.72 per share for a total of $10,675,000 in 2017. The increase is attributable to the per-share amount paid and the increase in outstanding shares as a result of the stock dividend.
Shareholders’ equity was $229,848,000, or 14% of total assets, at December 31, 2018, an increase of $4,760,000 over the balance at December 31, 2017. This increase resulted primarily from net income of $30,268,000. This increase was partially offset by cash dividends of $13,177,000, the repurchase of treasury shares of $8,838,000, and an increase in other comprehensive loss of $5,552,000.
Dividends from the Bank are a source of funds for payment of dividends by the Company to its shareholders. The only restrictions on dividends are those dictated by regulatory capital requirements, state corporate laws and prudent and sound banking principles. As of December 31, 2018, unappropriated retained earnings of $37,150,000 were available at the Bank for the declaration of dividends to the Company without prior approval from regulatory authorities.
The Company maintains a treasury stock buyback program pursuant to which the Board of Directors has authorized the repurchase of up to 500,000 shares of the Company’s common stock. The Company repurchased 169,143 shares at an aggregate cost of $8,838,000 during the year ended December 31, 2018 and 50,215 shares at an aggregate cost of $2,270,000 during the year ended December 31, 2017. As of December 31, 2018, 349,513 shares remained available for repurchase under the program. Shares repurchased have been restated to give effect to the 20% stock dividend that was paid on December 14, 2018. In January 2019, the Board restored the capacity of the buyback program to 500,000 shares. A portion of the repurchased shares may be used for the Company's employee benefit plans, and the balance will be available for other general corporate purposes. The stock repurchase authorization does not have an expiration date and the pace of repurchase activity will depend on factors such as levels of cash generation from operations, cash requirements for investments, repayment of debt, current stock price, and other factors. The Company may repurchase shares from time to time on the open market or in private transactions, including structured transactions. The stock repurchase program may be modified or discontinued at any time.
Commitments, Contractual Obligations and Off-Balance Sheet Arrangements
In the normal course of business, the Company is party to activities that involve credit, market and operational risk 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 December 31, 2018, 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 December 31, 2018, the balance of loan commitments, standby and commercial letters of credit were $144,010,000, $11,368,000 and $3,486,000, respectively. Since some of the financial instruments may expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. Commitments to extend credit and letters of credit are subject to the same underwriting standards as those financial instruments included on the consolidated balance sheets. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of the credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but is generally accounts receivable, inventory, residential or income-producing commercial property or equipment. In the event of nonperformance, the Company or its subsidiaries may obtain and liquidate the collateral to recover amounts paid under its guarantees on these financial instruments.
The following table summarizes contractual cash obligations of the Company related to operating lease commitments and time deposits at December 31, 2018:
|Amount of Commitment Expiration per Period|
|Less than 1||1-3||3-5||Over|
|(In thousands)||Total||Year||Years||Years||5 Years|
|Operating lease commitments||$||10,720||$||1,639||$||3,671||$||2,370||$||3,040|
During 2018, the Company made no contribution to its noncontributory defined benefit pension plan. In determining pension expense, the Company makes several assumptions, including the discount rate and long-term rate of return on assets. These assumptions are determined at the beginning of the plan year based on interest rate levels and financial market performance.
For 2018, these assumptions were as follows:
|Weighted average discount rate||3.75||%|
|Rate of increase in compensation levels||(a||)|
|Expected long-term rate of return on assets||6.50||%|
|(a)||6.00% graded down to 3.25% over the first seven years of service.|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Sensitivity
The Company faces market risk to the extent that its net interest income and its fair market value of equity are affected by changes in market interest rates. The asset/liability management discipline as applied by the Company seeks to limit the volatility, to the extent possible, of both net interest income and the fair market value of equity that can result from changes in market interest rates. This is accomplished by limiting the maturities of fixed rate investments, loans, and deposits; matching fixed rate assets and liabilities to the extent possible; and optimizing the mix of fees and net interest income. However, as discussed below, the Company's asset/liability position often differs significantly from most other financial holding companies with significant positive cumulative "gaps" shown for each time horizon presented. This asset sensitive position is caused primarily by the operations of the Company, which generate large balances of accounts and drafts payable. These balances, which are noninterest bearing, contribute to the Company’s historical high net interest margin but cause the Company to become susceptible to changes in interest rates, with a decreasing net interest margin and fair market value of equity in periods of declining interest rates and an increasing net interest margin and fair market value of equity in periods of rising interest rates.
The Company’s ALCO measures the Company's interest rate risk sensitivity on a quarterly basis to monitor and manage the variability of earnings and fair market value of equity in various interest rate environments. The ALCO evaluates the Company's risk position to determine whether the level of exposure is significant enough to hedge a potential decline in earnings and value or whether the Company can safely increase risk to enhance returns. The ALCO uses gap reports, 12-month net interest income simulations, and fair market value of equity analyses as its main analytical tools to provide management with insight into the Company's exposure to changing interest rates.
Management uses a gap report to review any significant mismatch between the re-pricing points of the Company’s rate sensitive assets and liabilities in certain time horizons. A negative gap indicates that more liabilities re-price in that particular time frame and, if rates rise, these liabilities will re-price faster than the assets. A positive gap would indicate the opposite. Gap reports can be misleading in that they capture only the re-pricing timing within the balance sheet, and fail to capture other significant risks such as basis risk and embedded options risk. Basis risk involves the potential for the spread relationship between rates to change under different rate environments and embedded options risk relates to the potential for the alteration of the level and/or timing of cash flows given changes in rates.
Another measurement tool used by management is net interest income simulation, which forecasts net interest income during the coming 12 months under different interest rate scenarios in order to quantify potential changes in short-term accounting income. Management has set policy limits specifying acceptable levels of interest rate risk given multiple simulated rate movements. These simulations are more informative than gap reports because they are able to capture more of the dynamics within the balance sheet, such as basis risk and embedded options risk. A table containing simulation results as of December 31, 2018, from an immediate and sustained parallel change in interest rates is shown below.
While net interest income simulations do an adequate job of capturing interest rate risk to short term earnings, they do not capture risk within the current balance sheet beyond 12 months. The Company uses fair market value of equity analyses to help identify longer-term risk that may reside on the current balance sheet. The fair market value of equity is represented by the present value of all future income streams generated by the current balance sheet. The Company measures the fair market value of equity as the net present value of all asset and liability cash flows discounted at forward rates suggested by the current U.S. Treasury curve plus appropriate credit spreads. This representation of the change in the fair market value of equity under different rate scenarios gives insight into the magnitude of risk to future earnings due to rate changes. Management has set policy limits relating to declines in the market value of equity. The table below contains the analysis, which illustrates the effects of an immediate and sustained parallel change in interest rates as of December 31, 2018:
|Change in Interest Rates||% Change in Net Interest Income||% Change in Fair Market Value of Equity|
|+200 basis points||11||%||10||%|
|+100 basis points||6||%||5||%|
|-100 basis points||(2||%)||(4||%)|
|-200 basis points||(11||%)||(10||%)|
Interest Rate Sensitivity Position
The following table presents the Company’s interest rate risk position at December 31, 2018 for the various time periods indicated:
|(In thousands)||Rate||Days||Days||Days||Years||5 Years||Total|
|U.S. government agencies||—||—||—||—||1,956||43,737||45,693|
|Certificates of deposit||—||—||—||1,495||500||—||1,995|
|Investments in the FHLB and FRB||1,279||—||—||—||—||—||1,279|
|Federal funds sold and other short-term investments||215,891||—||—||—||—||—||215,891|
|Total earning assets||$||375,924||$||30,868||$||24,823||$||36,577||$||474,160||$||437,939||$||1,381,291|
|Money market accounts||$||239,724||$||—||$||—||$||—||$||—||$||—||$||239,724|
|$250K and more||—||1,286||1,742||3,999||8,910||—||15,937|
|Less than $250K||—||20,280||21,669||2,178||12,393||—||56,520|
|Federal funds purchased and other short-term borrowing||—||—||—||—||—||—||—|
|Total interest-bearing liabilities||$||336,211||$||21,566||$||23,411||$||6,177||$||21,303||$||—||$||408,668|
|Interest sensitivity gap:|
|Ratio of interest-bearing assets to interest-bearing liabilities:|
|(1)||Balances shown reflect earliest re-pricing date.|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|(In thousands except share and per share data)||2018||2017|
|Cash and due from banks||$||15,042||$||17,422|
|Interest-bearing deposits in other financial institutions||179,281||152,056|
|Federal funds sold and other short-term investments||36,610||58,632|
|Cash and cash equivalents||230,933||228,110|
|Securities available-for-sale, at fair value||441,534||470,523|
|Less allowance for loan losses||10,225||10,205|
|Premises and equipment, net||22,031||21,586|
|Investments in bank-owned life insurance||17,384||16,927|
|Payments in excess of funding||160,777||139,103|
|Other intangible assets, net||1,554||1,996|
|Liabilities and Shareholders’ Equity|
|Accounts and drafts payable||694,360||715,888|
|Preferred stock, par value $.50 per share; 2,000,000 shares authorized and no shares issued||—||—|
|Common stock, par value $.50 per share; 40,000,000 shares authorized, 15,505,772 and 13,047,858 shares issued at December 31, 2018 and 2017, respectively||7,753||6,524|
|Additional paid-in capital||205,770||204,631|
|Common shares in treasury, at cost (894,486 and 760,962 shares at December 31, 2018 and 2017, respectively)||(39,974||)||(32,061||)|
|Accumulated other comprehensive loss||(18,872||)||(13,320||)|
|Total shareholders’ equity||229,848||225,088|
|Total liabilities and shareholders’ equity||$||1,695,176||$||1,657,209|
See accompanying notes to consolidated financial statements.
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|For the Years Ended December 31,|
|(In thousands except per share data)||2018||2017||2016|
|Fee Revenue and Other Income:|
|Information services payment and processing revenue||$||102,181||$||93,322||$||83,713|
|Bank service fees||1,335||1,349||1,276|
|(Losses) gains on sales of securities||(42||)||—||387|
|Total fee revenue and other income||104,076||95,512||86,136|
|Interest and fees on loans||32,477||28,641||29,063|
|Interest and dividends on securities:|
|Exempt from federal income taxes||9,063||10,439||9,658|
|Interest on federal funds sold and other short-term investments||4,282||2,343||1,066|
|Total interest income||47,926||41,977||39,930|
|Interest on deposits||3,736||2,187||2,029|
|Total interest expense||3,736||2,187||2,029|
|Net interest income||44,190||39,790||37,901|
|Provision for loan losses||—||—||(1,500||)|
|Net interest income after provision for loan losses||44,190||39,790||39,401|
|Total net revenue||148,266||135,302||125,537|
|Amortization of intangible assets||442||427||408|
|Total operating expense||111,919||100,403||93,473|
|Income before income tax expense||36,347||34,899||32,064|
|Income tax expense||6,079||9,885||7,716|
|Basic Earnings Per Share||$||2.06||$||1.70||$||1.65|
|Diluted Earnings Per Share||2.03||1.68||1.63|
See accompanying notes to consolidated financial statements.
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|For the Years Ended December 31,|
|Other comprehensive (loss) income:|
|Net unrealized (loss) gain on securities available-for-sale||(7,534||)||6,637||(10,644||)|
|Reclassification adjustments for losses (gains) included in net income||42||—||(387||)|
|FASB ASC 715 pension adjustment||341||(1,311||)||(1,435||)|
|Foreign currency translation adjustments||(103||)||161||(42||)|
|Total comprehensive income||$||24,716||$||28,523||$||16,469|
See accompanying notes to consolidated financial statements.
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|For the Years Ended December 31,|
|Cash Flows From Operating Activities:|
|Adjustments to reconcile net income to net cash provided by operating activities:|
|Depreciation and amortization||11,238||11,341||9,429|
|Net losses (gains) on sales of securities||42||—||(387||)|
|Stock-based compensation expense||3,006||2,339||1,959|
|Provision for loan losses||—||—||(1,500||)|
|Deferred income tax (benefit) expense||(3,521||)||3,997||319|
|Increase (decrease) in current income tax liability||3,746||(3,026||)||357|
|Increase in pension liability||4,641||8,008||4,137|
|Decrease (increase) in accounts receivable||4,709||(4,656||)||(4,070||)|
|Other operating activities, net||(5,794||)||(4,127||)||597|
|Net cash provided by operating activities||48,335||38,890||35,189|
|Cash Flows From Investing Activities:|
|Proceeds from sales of securities available-for-sale||58,520||—||21,491|
|Proceeds from maturities of securities available-for-sale||38,116||44,156||43,524|
|Purchase of securities available-for-sale||(82,022||)||(124,777||)||(96,290||)|
|Net increase in loans||(35,336||)||(21,335||)||(5,771||)|
|(Increase) decrease in payments in excess of funding||(21,674||)||(33,756||)||179|
|Purchases of premises and equipment, net||(4,399||)||(4,127||)||(4,684||)|
|Net cash used in investing activities||(46,795||)||(139,839||)||(41,551||)|
|Cash Flows From Financing Activities:|
|Net increase in noninterest-bearing demand deposits||31,717||66,885||32,833|
|Net decrease in interest-bearing demand and savings deposits||(7,838||)||(7,472||)||(51,440||)|
|Net increase (decrease) in time deposits||19,959||(3,286||)||(5,916||)|
|Net (decrease) increase in accounts and drafts payable||(19,595||)||19,601||65,028|
|Cash dividends paid||(13,177||)||(10,675||)||(9,979||)|
|Purchase of common shares for treasury||(8,838||)||(2,270||)||(9,215||)|
|Other financing activities, net||(945||)||(467||)||(1,378||)|
|Net cash provided by financing activities||1,283||62,316||19,933|
|Net increase (decrease) in cash and cash equivalents||2,823||(38,633||)||13,571|
|Cash and cash equivalents at beginning of year||228,110||266,743||253,172|
|Cash and cash equivalents at end of year||$||230,933||$||228,110||$||266,743|
|Cash paid for interest||$||3,701||$||2,178||$||2,017|
|Cash paid for income taxes||6,723||7,677||7,061|
See accompanying notes to consolidated financial statements.
CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|(In thousands except per share data)||Stock||Capital||Earnings||Stock||Income (Loss)||Total|
|Balance, December 31, 2015||$||5,966||$||126,290||$||103,994||$||(22,208||)||$||(6,664||)||$||207,378|
|Cash dividends ($.68 per share)||(9,979||)||(9,979||)|
|Issuance of 47,779 common shares pursuant to stock-based compensation plan, net (1)||(1,231||)||566||(665||)|
|Exercise of SARs||(1,364||)||651||(713||)|
|Stock-based compensation expense||1,959||1,959|
|Purchase of 247,002 common shares (1)||(9,215||)||(9,215||)|
|Excess tax benefits associated with stock based compensation||2,801||2,801|
|Other comprehensive loss||(7,879||)||(7,879||)|
|Balance, December 31, 2016||$||5,966||$||128,455||$||118,363||$||(30,206||)||$||(14,543||)||$||208,035|
|Cash dividends ($.72 per share)||(10,675||)||(10,675||)|
|Issuance of 29,378 common shares pursuant to stock-based compensation plan, net (1)||(821||)||273||(548||)|
|Exercise of SARs||(451||)||142||(309||)|
|Stock-based compensation expense||2,340||2,340|
|Purchase of 50,215 common shares (1)||(2,270||)||(2,270||)|
|Other comprehensive income||3,509||3,509|
|Other comprehensive income reclassification for ASU 2018-02||2,286||(2,286||)||—|
|Balance, December 31, 2017||$||6,524||$||204,631||$||59,314||$||(32,061||)||$||(13,320||)||$||225,088|
|Cash dividends ($.89 per share)||(13,177||)||(13,177||)|
|Issuance of 33,039 common shares pursuant to stock-based compensation plan, net (1)||(991||)||624||(367||)|
|Exercise of SARs||(876||)||301||(575||)|
|Stock-based compensation expense||3,006||3,006|
|Purchase of 169,143 common shares (1)|