UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 24, 2018

 

 

CASS INFORMATION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Missouri		000-20827		43-1265338
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

12444 Powerscourt Drive, Suite 550 St. Louis, Missouri		63131
(Address of principal executive offices)		(Zip Code)

(314) 506-5500

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act.

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company		☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

 

 

 

 

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Item 2.02.

Results of Operations and Financial Condition.

On April 26, 2018, Cass Information Systems, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal 2018. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 24, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting:

(a) Election of three directors to serve three-year terms ending in 2021, as follows:

 

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Robert A. Ebel		8,610,081		39,552		15,878		2,747,866
Randall L. Schilling		8,619,745		30,495		15,271		2,747,866
Franklin D. Wicks, Jr.		8,186,287		462,887		16,337		2,747,866

All director nominees were elected.

(b) Advisory approval of the Company’s executive compensation:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,431,378		184,076		50,057		2,747,866

The Company’s executive compensation was approved by advisory vote.

(c) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2018:

 

Votes For		Votes Against		Abstentions
11,373,570		22,075		17,732

The selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2018 was ratified.

 

Item 8.01.

Other Events.

Also on April 26, 2018, the Company announced that its Board of Directors declared a second quarter dividend of $0.26 per share payable on June 15, 2018 to shareholders of record on June 5, 2018.

 

2

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Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
99.1		Press release issued by Cass Information Systems, Inc. dated April 26, 2018.

 

3

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 26, 2018

 

 

4

Exhibit 99.1

 

Contact: Contact Kenn Entringer at Casey Communications, Inc., (314) 721-2828.

kentringer@caseycomm.com

April 26, 2018

With Q1 2018 Earnings Up 28%, Cass Information Systems, Inc.

Reports Record Quarterly Performance

Revenues up 11%, Pretax Net Income up 23%, Raises Cash Dividend 8%

ST. LOUIS – Cass Information Systems, Inc. (NASDAQ: CASS), a leading provider of transportation, energy, telecom and waste invoice payment and information services, reported first quarter 2018 earnings of $.65 per diluted share, an increase of 28% from the $.51 per diluted share it earned in the first quarter of 2017. Net income for the period was a record $8.1 million, compared to $6.3 million in 2017.

 

		March 31, 2018		March 31, 2017		% Change
Transportation Invoice Volume		9.1 million		8.4 million		9.7%
Transportation Dollar Volume		$6.8 billion		$5.9 billion		15.6%
Facility Expense Transaction Volume*		7.1 million		6.8 million		4.5%
Facility Expense Dollar Volume*		$3.4 billion		$3.2 billion		8.3%
Revenues		$36.0 million		$32.3 million		11.4%
Net Income		$8.1 million		$6.3 million		28.3%
Diluted Earnings Per Share		$.65		$.51		27.5%

*Includes Energy, Telecom and Waste

2018 1st Quarter Recap

Against the backdrop of a strengthening global economy, first quarter 2018 revenue increased 11% and net income increased 28%. Also driving the record performance was continued expansion of the customer base; the development, deployment and extension of new revenue-generating services; higher interest rates; and income tax reform. The solid bottom-line advances were achieved despite significant expenditures in new technology and infrastructure to support future service growth.

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Highlighting first quarter performance was a 16% increase in transportation dollar volume. Increased carrier and fuel prices combined with higher volume from current accounts to produce the notable result. Transportation invoice volume was also up 10% for the period.

Facility-related (electricity, gas, waste and telecom expense management) dollar volume increased 8%. New customer wins, combined with increased volume from current accounts, fueled the increase. Facility expense transactions were also up 5% for the period.

Consolidated operating expenses increased $1.9 million (8%) due mainly to on-going strategic investment in the technology and staff required to win and support new business.

“We are thrilled to report the strongest quarterly results in company history,” stated Eric H. Brunngraber, Cass chairman and chief executive officer. “This exceptional performance was the result of successfully executing our growth strategy combined with the effects of a strong economy, improving interest rate environment and tax reform.”

Cash Dividend Declared

On April 24, 2018, the company’s board of directors declared a second quarter dividend of $.26 per share payable June 15, 2018 to shareholders of record June 5, 2018. The new quarterly dividend is two cents or 8% higher than the previous pay-out of 24 cents per share. Cass has continuously paid regularly scheduled cash dividends since 1934.

“In authorizing a mid-year increase in the cash dividend, Cass directors again demonstrated their commitment to rewarding shareholders and optimism about the immediate and long-term prospects of the company,” said Brunngraber.

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About Cass Information Systems

Cass Information Systems, Inc. is a leading provider of integrated information and payment management solutions. Cass enables enterprises to achieve visibility, control and efficiency in their supply chains, communications networks, facilities and other operations. Disbursing $50 billion annually on behalf of clients, and with total assets of $1.6 billion, Cass is uniquely supported by Cass Commercial Bank. Founded in 1906 and a wholly owned subsidiary, Cass Bank provides sophisticated financial exchange services to the parent organization and its clients. Cass is part of the Russell 2000^®. More information is available at www.cassinfo.com.

Note to Investors

Certain matters set forth in this news release may contain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties that may cause actual results to differ materially from those in such statements. For a discussion of certain factors that may cause such forward-looking statements to differ materially from the company’s actual results, see the company’s reports filed from time to time with the Securities and Exchange Commission including the company’s annual report on Form 10-K for the year ended December 31, 2017.

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Selected Consolidated Financial Data

The following table presents selected unaudited consolidated financial data (in thousands, except per share data) for the periods ended March 31, 2018 and 2017:

 

		Quarter Ended March 31, 2018				Quarter Ended March 31, 2017
Transportation Invoice Volume			9,191				8,375
Transportation Dollar Volume		$	6,790,747			$	5,876,843
Facility Expense Transaction Volume			7,121				6,813
Facility Expense Dollar Volume		$	3,438,203			$	3,175,913
Payment and Processing Fees		$	24,827			$	22,289
Net Investment Income			10,609				9,519
Gains on Sales of Securities			13				—
Other			534				482
Total Revenues		$	35,983			$	32,290
Personnel		$	20,382			$	18,799
Occupancy			854				842
Equipment			1,308				1,304
Other			3,638				3,373
Total Operating Expenses		$	26,182			$	24,318
Income from Operations before Income Tax Expense		$	9,801			$	7,972
Income Tax Expense			1,709				1,665
Net Income		$	8,092			$	6,307
Basic Earnings per Share		$	.66			$	.51
Diluted Earnings per Share		$	.65			$	.51
Average Earning Assets		$	1,416,283			$	1,316,034
Net Interest Margin			3.23	%			3.37	%
Allowance for Loan Losses to Loans			1.45	%			1.51	%
Non-performing Loans to Total Loans			—				.03	%
Net Loan (Recoveries) / Charge-offs to Loans			—				—
Provision for Loan Losses		$	—			$	—