10-K 1 cass3253864-10k.htm ANNUAL REPORT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)      
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
 
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)

Missouri 43-1265338               
(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
None
     

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐     No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐     No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒     No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒     No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ 

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: ☐     

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. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐     No ☒


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The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $708,000,000 based on the closing price of the common stock of $59.67 on June 30, 2017, as reported by The Nasdaq Global Select Market. As of February 19, 2018, the Registrant had 12,286,628 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 2018 Annual Meeting of Shareholders.

CASS INFORMATION SYSTEMS, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

PART I.               
Item 1. BUSINESS 1
Item 1A. RISK FACTORS 8
Item 1B. UNRESOLVED STAFF COMMENTS 12
Item 2. PROPERTIES 12
Item 3. LEGAL PROCEEDINGS 13
Item 4. MINE SAFETY DISCLOSURES 13
PART II.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 14
Item 6. SELECTED FINANCIAL DATA 16
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 16
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 33
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
PART III.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 64
Item 11. EXECUTIVE COMPENSATION 64
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 64
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 65
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 65
PART IV.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 66
SIGNATURES 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.


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PART I.

ITEM 1. BUSINESS

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. Additionally, 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. 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 churches and church-related 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”). The 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. Also 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.

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The Bank is organized as a Missouri trust company with banking powers and was founded in 1906. The Company is 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 church and church-related institutions 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®, Expense$mart®, ExpenseSmart®, WasteVision™ and Direct2Carrier Payments™. 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.

Employees

The Company and its subsidiaries had 840 full-time and 276 part-time employees as of February 19, 2018. Of these employees, the Bank had 50 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.

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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 scope and impact of many of the Dodd-Frank Act’s provisions will be determined over time as regulations are issued and become effective. As a result, the Company cannot predict the ultimate impact of the Dodd-Frank Act on the Company or the Bank at this time, including the extent to which it could increase costs or restrict the ability to pursue business opportunities, or otherwise adversely affect the Company’s business, financial condition and results of operations. However, at a minimum, the Company expects that the regulations enacted under the Dodd-Frank Act will increase operating and compliance costs.

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).

The Basel III Capital Rules require FDIC insured depository institutions to meet and maintain several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio.

Common equity Tier 1 capital 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.

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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.

In addition to establishing the minimum regulatory capital requirements, the Basel III Capital Rules limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing by that amount each subsequent January 1 until fully implemented at 2.5% on January 1, 2019.

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, 2017, 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. The September 2017 proposal would also change the capital treatment of certain commercial real estate loans under the standardized approach, which the Company uses to calculate its capital ratios.

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 $220,100, $309,700 and $349,200 for the years ended December 31, 2017, 2016 and 2015, 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.

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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, 2017, 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, 2017, 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.

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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 NOW 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.

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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 monitor, block, and provide alerts regarding 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. All reports filed with the SEC are available for reading and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549-2736 or for more information call the Public Reference Room at 1-800-SEC-0330. The SEC also makes all filed reports, proxy statements and information statements available on its website at www.sec.gov.

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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.

Financial Information about Segments

The services provided by the Company are classified in two reportable segments: Information Services and Banking Services. The revenues from external customers, net income and total assets by segment as of and for each of the years in the three-year period ended December 31, 2017, are set forth in Item 8, Note 16 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.”

ITEM 1A. RISK FACTORS

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, churches and church-related entities 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 continuation of the current low level of interest rates would have a negative impact on the Company’s net interest income.

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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.

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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.

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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.

New capital rules generally require insured depository institutions and their holding companies to hold more capital.

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 to be phased in through 2019.

Among other things, the rules will 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%. Beginning in 2016, a capital conservation buffer is being phased in over three years, ultimately resulting in a requirement of 2.5% on top of the common equity Tier 1, Tier 1 and total capital requirements, 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 will 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 new deductions and adjustments relevant to the capital calculations, the final rules increase the risk weights for certain assets, meaning that the Company will have to hold more capital against these assets. Implementation of these more stringent capital requirements could result in management modifying its business strategy and could limit the 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 three accounting policies 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.”

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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

None.

ITEM 2. PROPERTIES

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.

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ITEM 3. LEGAL PROCEEDINGS

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

Not applicable.

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PART II

ITEM 5. 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 16, 2018, there were approximately 3,747 holders of record of the Company’s common stock. High and low sale prices, as reported by The Nasdaq Global Select Market for each quarter of 2017 and 2016, restated for the stock dividend that occurred on December 15, 2017, were as follows:

2017 2016
      High       Low       High       Low
1st Quarter $      67.88 $      56.12 $      48.78 $      43.31
2nd Quarter 62.15 54.39 47.96 40.95
3rd Quarter 62.65 53.23 53.31 45.04
4th Quarter 65.00 56.50 68.03 47.90

The Company has continuously paid regularly scheduled cash dividends since 1934 and expects to continue to pay quarterly cash dividends in the future. Cash dividends paid per share by the Company during the two most recent fiscal years, restated for the stock dividend that occurred on December 15, 2017, were as follows:

      2017       2016
March $      .209 $      .200
June .209 .200
September .209 .200
December .240 .209

Subsidiary dividends can be a significant source of funds for payment of dividends by the Company to its shareholders. 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 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. For further information regarding capital ratios and leverage ratio requirements of the Company and the Bank and the effect on payment of dividends, see Item 8, Note 2 of this report.

Adjusted for the stock dividend that occurred on December 15, 2017, the Company repurchased a total of 41,846 shares at an aggregate cost of $2,270,000 during the year ended December 31, 2017 and 205,835 shares at an aggregate cost of $9,215,000 during the year ended December 31, 2016. 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.

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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, 2012, with dividends reinvested. Returns are based on period end prices.


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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) 2017 2016 2015 2014 2013
Fee revenue and other income     $    95,512     $    86,136     $    83,368     $     79,907     $    76,572
Interest income on loans 28,641 29,063 28,669 29,726 32,110
Interest income on debt and equity securities 10,993 9,801 9,498 9,441 8,915
Other interest income 2,343 1,066 543 592 552
Total interest income 41,977 39,930 38,710 39,759 41,577
Interest expense on deposits 2,187 2,029 2,111 2,460 2,832
Provision for loan losses (1,500 ) (850 ) 500
Net interest income after provision 39,790 39,401 37,449 37,299 38,245
Operating expense 100,403 93,473 89,783 85,414 84,086
Income before income tax expense 34,899 32,064 31,034 31,792 30,731
Income tax expense 9,885  (1) 7,716 7,978 7,759 7,234
Net income $ 25,014 $ 24,348 $ 23,056 $ 24,033 $ 23,497
Diluted earnings per share (2) $ 2.01 $ 1.96 $ 1.82 $ 1.88 $ 1.84
Dividends per share (2) .87 .81 .77 .74 .67
Dividend payout ratio 42.68 % 40.98 % 42.06 % 38.85 % 36.21 %
Average total assets $ 1,568,112 $ 1,504,474 $ 1,439,511 $ 1,424,967 $ 1,351,782
Average net loans 653,459 667,158 659,109 651,984 647,827
Average investment securities 426,657 352,129 330,095 321,836 294,846
Average total deposits 602,490 614,975 579,752 571,039 550,110
Average total shareholders’ equity 216,548 207,060 197,853 200,149 175,441
Return on average total assets 1.60 % 1.62 % 1.60 % 1.69 % 1.74 %
Return on average equity 11.55 11.76 11.65 12.01 13.39
Average equity to assets ratio 13.81 13.76 13.74 14.05 12.98
Equity to assets ratio at year-end 14.04 13.82 14.25 13.36 14.36
Tangible common equity to tangible assets 13.25 13.04 13.42 12.52 13.39
Tangible common equity to risk-weighted assets 20.23 20.13 21.19 19.65 20.37
Net interest margin 3.34 3.32 3.38 3.43 3.63
Allowance for loan losses to loans at year-end 1.49 1.53 1.77 1.78 1.79
Nonperforming assets to loans and foreclosed assets .04 .48  (3) .07 .27
Net loan (recoveries) charge-offs to average loans outstanding (.01 ) (.09 ) (.03 ) .18

(1)

Includes one-time, non-cash Tax Cuts and Jobs Act (TCJA) charge of $1,824,000

(2)

Diluted earnings per share and dividends per share were adjusted for the stock dividend that occurred on December 15, 2017

(3)

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%.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information about the financial condition and results of operations of the Company for the years ended December 31, 2017, 2016 and 2015. All share and per share data have been restated to give effect to the 10% stock dividend issued on December 15, 2017. 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.

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Executive Overview

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. 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 2017, total fee revenue and other income increased $9,376,000, or 11%, net interest income after provision for loan losses increased $389,000, or 1%, total operating expenses increased $6,930,000, or 7%, and net income increased $666,000, or 3%. This positive performance in 2017 was attributable to continued growth in the customer base, expanded new revenue-generating services, and an improving rate environment. The increase in total operating expense was due mainly to on-going strategic investment in technology and staff required to win and support new business. The asset quality of the Company’s loans and investments as of December 31, 2017 remained strong.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted. As more fully described in this Item 7 and Note 13, the Company’s 2017 results of operations are skewed by a one-time, non-cash charge to income tax expense of $1,824,000, triggered by the passage of the TCJA. Excluding this charge, net income increased $2,490,000, or 10%. 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.

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. The Company’s revenue is comprised of net interest income on financial assets and liabilities, which is explicitly excluded from the scope, and non-interest income. The Company will use the modified retrospective transition approach and there will not be a significant impact on the Company’s consolidated financial statements or results of operations.

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In January 2016, the FASB issued ASU No. 2016-01 – Financial Instruments – Overall (ASC Subtopic 825-10). The ASU requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. The standard is effective for fiscal periods beginning January 1, 2018 and will not have a significant impact on the Company’s consolidated financial statements or results of operations.

In February 2016, the FASB issued 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 impact of the adoption of this ASU is currently being evaluated but is not expected to have a material impact on the Company’s consolidated financial statements or results of operations.

In June 2016, the FASB issued ASU No. 2016-13 - Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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 impact of the adoption of this ASU is currently being evaluated.

In February 2018, the FASB issued ASU No. 2018-02 – Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU provides for the reclassification of the effect of remeasuring deferred tax balances related to items within AOCI to retained earnings resulting from the TCJA. The Company early adopted, and as a result, reclassified $2,286,000 from AOCI to retained earnings.

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. Certain accounting policies that require significant management estimates and are deemed critical to the Company’s results of operations or financial position have been discussed with the Audit Committee of the Board of Directors and are described below.

Allowance for Loan Losses. The Company performs periodic and systematic detailed reviews of its loan portfolio to assess overall collectability. The level of the allowance for loan losses reflects management’s estimate of the collectability of the loan portfolio. Although these estimates are based on established methodologies for determining allowance requirements, actual results can differ significantly from estimated results. These policies affect both segments of the Company. The impact and associated risks related to these policies on 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.

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Summary of Results

For the Years Ended December 31, % Change
(In thousands except per share data) 2017     2016     2015     2017 v. 2016     2016 v. 2015
Total processing volume 63,207 57,897 54,521 9.2 % 6.2 %
Total processing dollars $     37,597,035   $     34,689,268 $     36,264,188 8.4               (4.3 )
Payment and processing fees $ 93,322 $ 83,713 $ 78,622               11.5 6.5
Net interest income after provision for loan losses $ 39,790 $ 39,401 $ 37,449 1.0 5.2
Total net revenue $ 135,302 $ 125,537 $ 120,817 7.8 3.9
Average earning assets $ 1,362,660 $ 1,308,914 $ 1,244,797 4.1 5.2
Net interest margin (1) 3.34 % 3.32 % 3.38 %
Net income $ 25,014 $ 24,348 $ 23,056 2.7 5.6
Diluted earnings per share (2) $ 2.01 $ 1.96 $ 1.82 2.6 7.7
Return on average assets 1.60 % 1.62 % 1.60 %
Return on average equity 11.55 % 11.76 % 11.65 %

(1)

Presented on a tax-equivalent basis

(2)

Diluted earnings per share was restated for the stock dividend that occurred on December 15, 2017

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.

The results of 2016 compared to 2015 include the following significant items:

Overall, the Company’s performance was boosted as a result of adding new accounts and expanding service lines as payment and processing fees and total processing volume increased 7% and 6%, respectively. Lingering adverse economic factors including low interest rates and low energy prices continued to impact total processing dollars, which decreased 4%, and net interest margin. The decrease in processing dollars generated smaller investable balances that lowered investment income and fees from carrier services.

Average earning assets and net interest income after provision for loan losses both increased 5% year over year. The increase in net interest income after provision for loan losses was primarily due to higher average earning assets and a negative provision for loan losses of $1,500,000 in 2016 compared to $850,000 in 2015.

Gains from the sale of securities were $387,000 in 2016 and $2,910,000 in 2015. Bank service fees increased $53,000, or 4%, and other income increased $147,000. Operating expenses increased $3,690,000, or 4%, as the Company invested in staff and technology to win and support new business and the Company received a one-time litigation settlement of $1.4 million ($800,000 reduction in other operating expenses and $600,000 loan loss recovery) in the prior year.

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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) 2017     2016     2015     2017 v. 2016     2016 v. 2015
Transportation invoice transaction volume 35,546 34,352 33,958 3.5 % 1.2 %
Transportation invoice dollar volume $     24,801,733 $     22,774,909 $     24,534,285 8.9 (7.2 )
Expense management transaction volume(1) 27,661 23,545 20,563              17.5 14.5
Expense management dollar volume(1) $ 12,795,302 $ 11,914,359 $ 11,729,903 7.4 1.6
Payment and processing revenue $ 93,322 $ 83,713 $ 78,622 11.5 6.5
Bank service fees $ 1,349 $ 1,276 $ 1,223 5.7 4.3
Gains on sales of investment securities $ 387 $ 2,910              (86.7 )
Other $ 841 $ 760 $ 613 10.7 24.0

(1)

Includes energy, telecom and environmental

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.

Fee revenue and other income in 2016 compared to 2015 include the following significant pre-tax components:

In the transportation sector, new business and a growing customer base boosted invoice volume, though lingering negative factors continued to hinder dollar volume growth. Reduced average invoice amounts caused by low fuel and carrier prices as well as shifts in modal activity impacted dollar volume. The decrease in dollar volume also generated smaller investable balances that reduced investment income and more significantly lowered fees from carrier services. Expense management transaction volume increased 15% and dollar volume increased 2% as new customer wins, including several large accounts that migrated from competitors, fueled the increase. Gains on sales of investment securities decreased as market conditions were not as favorable in the current year.

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) 2017       2016       2015       2017 v. 2016       2016 v. 2015
Average earning assets $ 1,362,660 $ 1,308,914 $ 1,244,797                4.1 %                5.2 %
Net interest income (1) $ 45,480 $ 43,402 $ 42,025 4.8 % 3.3 %
Net interest margin (1) 3.34 % 3.32 % 3.38 %
Yield on earning assets (1) 3.50 % 3.47 % 3.55 %
Rate on interest bearing liabilities .56 % .48 % .51 %

(1)

Presented on a tax-equivalent basis using a tax rate of 35% in all years.

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%.

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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%.

Net interest income in 2016 compared to 2015:

The increase in net interest income was primarily due to an increase in average earning assets. This was partially offset by a decrease in the net interest margin due to the difficulty finding acceptable investment alternatives in the current low 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 $25,537,000, or 8%. 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 $34,621,000, or 31%. Interest bearing deposits in other financial institutions decreased $3,083,000, or 2%.

Total average loans increased $7,042,000, or 1%, to $678,061,000. 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 increased $7,255,000, or 2%, compared to the prior year. Average rates paid on interest-bearing liabilities decreased from .51% to .48% as a result of the continued low interest rate environment.

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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:

2017 2016 2015
        Interest             Interest             Interest    
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
(In thousands) Balance Expense Rate Balance Expense Rate Balance Expense Rate
Assets (1)
Earning assets
Loans (2), (3):
Taxable $ 658,791   $ 28,511 4.33 % $ 660,341   $ 28,506 4.32 % $ 649,472   $ 28,049        4.32 %
Tax-exempt (4) 4,862 199 4.09 17,720 857 4.84 21,547 954 4.43
Securities (5):
Taxable 23,172 472 2.04 5,030 93 1.85 1,168 21 1.8
Tax-exempt (4) 403,485 16,060 3.98 347,099 14,858 4.28 328,927 14,553 4.42
Certificates of deposit 6,970 82 1.18 7,801 51 .65 4,298 17 0.4
Interest-bearing deposits in other financial institutions 100,401 1,036 1.03 124,991 638 .51 128,074 393 0.31
Federal funds sold and other short-term investments 164,979 1,307 .79 145,932 428 .29 111,311 150 0.13
Total earning assets 1,362,660 47,667 3.50 1,308,914 45,431 3.47 1,244,797        44,137 3.55
Non-earning assets
Cash and due from banks 12,904 11,822 13,050
Premises and equipment, net 21,299 20,503 18,544
Bank owned life insurance 16,676 16,174 15,665
Goodwill and other intangibles 14,464 13,799 14,187
Other assets 150,303 144,165 145,178
Allowance for loan losses (10,194 ) (10,903 ) (11,910 )
Total assets $      1,568,112 $      1,504,474 $      1,439,511
Liabilities and Shareholders’ Equity (1)
Interest-bearing liabilities
Interest-bearing demand deposits $ 323,635 $ 1,610 .50 % $ 343,205 $ 1,388 .40 % $ 330,742 $ 1,392 .42 %
Savings deposits 15,540 79 .51 20,524 100 .49 14,656 65 .44
Time deposits >=$250 16,022 150 .94 14,463 172 1.19 15,236 189 1.24
Other time deposits 38,279 348 .91 44,468 369 .83 54,771 465 .85
Total interest-bearing deposits 393,476 2,187 .56 422,660 2,029 .48 415,405 2,111 .51
Short-term borrowings 13 63 1 1.59
Total interest-bearing liabilities 393,489 2,187 .56 422,660 2,029 .48 415,468 2,112 .51
Non-interest bearing liabilities
Demand deposits 209,014 192,315 164,347
Accounts and drafts payable 713,052 654,845 632,604
Other liabilities 36,009 27,594 29,239
Total liabilities 1,351,564 1,297,414 1,241,658
Shareholders’ equity 216,548 207,060 197,853
Total liabilities and shareholders’ equity $ 1,568,112 $ 1,504,474 $ 1,439,511
Net interest income $        45,480 $        43,402 $ 42,025
Net interest margin        3.34 %      3.32 % 3.38 %
Interest spread 2.94 % 2.99 % 3.04 %

(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 $415,000, $586,000, and $469,000 for 2017, 2016 and 2015, respectively.

(4)

Interest income is presented on a tax-equivalent basis assuming a tax rate 35% in all years. The tax-equivalent adjustment was approximately $5,691,000, $5,500,000 and $5,427,000 for 2017, 2016 and 2015, respectively.

(5)

For purposes of these computations, yields on investment securities are computed as interest income divided by the average amortized cost of the investments.

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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.

2017 Over 2016 2016 Over 2015
(In thousands)       Volume (1)       Rate (1)       Total       Volume(1)       Rate (1)       Total
Increase (decrease) in interest income:
Loans (2), (3):
Taxable $ (67 ) $ 72 $ 5 $ 469 $ (12 ) $ 457
Tax-exempt (4) (543 ) (115 ) (658 ) (180 ) 83 (97 )
Securities:
Taxable 369 10 379 71 1 72
Tax-exempt4 2,291       (1,089 ) 1,202 789       (484 ) 305
Certificates of deposit (6 ) 37 31 19 15 34
Interest-bearing deposits in other financial institutions (146 ) 544 398 (10 ) 255 245
Federal funds sold and other short-term investments 63 816 879 58 220 278
Total interest income $       1,961 $ 275 $       2,236 $       1,216 $ 78 $       1,294
Interest expense on:
Interest-bearing demand deposits $ (82 ) $ 304 $ 222 $ 52 $ (56 ) $ (4 )
Savings deposits (25 ) 4 (21 ) 28 7 35
Time deposits >=$250 17 (39 ) (22 ) (9 ) (8 ) (17 )
Other time deposits (54 ) 33 (21 ) (86 ) (10 ) (96 )
Short-term borrowings (1 ) (1 )
Total interest expense (144 ) 302 158 (16 ) (67 ) (83 )
Net interest income $ 2,105 $ (27 ) $ 2,078 $ 1,232 $ 145 $ 1,377

(1)

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.

(2)

Average balances include nonaccrual loans.

(3)

Interest income includes net loan fees.

(4)

Interest income is presented on a tax-equivalent basis assuming a tax rate of 35% in all years.

Loan Portfolio

Interest earned on the loan portfolio is a primary source of income for the Company. The loan portfolio was $686,231,000 and represented 43% of the Company's total assets as of December 31, 2017 and generated $28,641,000 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, 2017.

Loans by Type December 31,
(In thousands)       2017       2016       2015       2014       2013
Commercial and industrial $ 236,394 $ 214,767 $ 193,430 $ 203,350 $ 171,304
Real estate (commercial and church):
Mortgage 410,748 425,947 415,564 423,641 455,190
Construction 35,307 17,477 30,139 18,612 16,449
Industrial Revenue Bond 3,374 6,639 19,831 23,348 9,167
Other 408 36 91 395 67
Total loans $      686,231 $      664,866 $      659,055 $      669,346 $      652,177

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Loans by Maturity

                 
(At December 31, 2017) One Year Over 1 Year Over
Or Less Through 5 Years 5 Years
     Fixed      Floating      Fixed      Floating      Fixed      Floating     
(In thousands) Rate Rate (1) Rate Rate (1) Rate Rate (1) Total
Commercial and industrial $ 7,524 $ 66,574 $ 66,735 $ 42,466 $ 31,655 $ 21,440 $ 236,394
Real Estate:
Mortgage 45,089 4,542 267,081 9,147 77,954 6,935 410,748
Construction 15,230 1,202 8,768 1,180 8,927 35,307
Industrial Revenue Bonds 3,168 206 3,374
Other 408 408
Total loans $      71,011 $      72,726 $      342,790 $      51,613 $      110,789 $      37,302 $      686,231

(1)

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 and churches and church-related 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, 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.

Loan portfolio changes from December 31, 2015 to December 31, 2016:

Total loans increased $5,811,000, or 1%, to $664,866,000. 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 2017, ($1,500,000) in 2016 and ($850,000) in 2015. 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 $30,000, $40,000, and $591,000 in 2017, 2016, and 2015, respectively. The ALLL was $10,205,000 at December 31, 2017 compared to $10,175,000 at December 31, 2016 and $11,635,000 at December 31, 2015. The year-end 2017 and 2016 allowance represented 1.5% of outstanding loans, while the allowance represented 1.8% of outstanding loans at year-end 2015. From December 31, 2016 to December 31, 2017, the level of nonperforming loans decreased from $245,000 to $0. 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.

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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

December 31,
(In thousands)      2017      2016      2015      2014      2013
Allowance at beginning of year $ 10,175 $ 11,635 $ 11,894 $ 11,679 $ 12,357
Loans charged-off:
Commercial and industrial 30 1,307
Real estate (commercial and church):
Mortgage 76 233
Construction
Other 3
Total loans charged-off 30 79 1,540
Recoveries of loans previously charged-off:
Commercial and industrial 30 39 610 41 47
Real estate (commercial and church):
Mortgage 1 10 252 315
Construction
Other 1 1
Total recoveries of loans previously charged-off 30 40 621 294 362
Net loans (recovered) charged-off (30 ) (40 ) (591 ) (215 ) 1,178
Provision (credited) charged to expense (1,500 ) (850 ) 500
Allowance at end of year $ 10,205 $ 10,175 $ 11,635 $ 11,894 $ 11,679
Loans outstanding:
Average $     663,653 $     678,061 $     671,019 $     663,824 $     659,422
December 31 686,231 664,866 659,055 669,346 652,177
Ratio of allowance for loan losses to loans outstanding:
Average 1.54 % 1.50 % 1.76 % 1.79 % 1.77 %
December 31 1.49 % 1.53 % 1.77 % 1.78 % 1.79 %
Ratio of net (recoveries) charge-offs to average loans outstanding (.01 )% (.09 )% (.03 )% .18 %
Allocation of allowance for loan losses (1):
Commercial and industrial $ 3,652 $ 3,261 $ 3,083 $ 3,515 $ 3,139
Real estate (commercial and church):
Mortgage 5,356 5,689 6,885 7,076 7,439
Construction 266 132 226 140 124
Industrial Revenue Bond 52 101 320 394 155
Other (2) 879 992 1,121 769 822
Total $ 10,205 $ 10,175 $ 11,635 $ 11,894 $ 11,679
Percentage of categories to total loans:
Commercial and industrial 34.4 % 32.3 % 29.3 % 30.4 % 26.3 %
Real estate (commercial and church):
Mortgage 59.9 % 64.1 % 63.1 % 63.3 % 69.8 %
Construction 5.1 % 2.6 % 4.6 % 2.8 % 2.5 %
Industrial Revenue Bond .59 % 1.0 % 3.0 % 3.5 % 1.4 %
Other .01 % % % % %
Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

(1)

Although specific allocations exist, the entire allowance is available to absorb losses in any particular loan category.

(2) Includes unallocated allowance of $877,000 and $992,000 in 2017 and 2016, respectively.

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Nonperforming Assets

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 $24,000 and $66,000 for the years ended December 31, 2017 and 2016, respectively. Of this amount, approximately $17,000 and $47,000 was actually recorded as interest income on such loans during the years ended December 31, 2017 and 2016, respectively.

There were no nonaccrual loans at December 31, 2017. Total nonaccrual loans at December 31, 2016 consisted of one loan totaling $245,000, which was paid off in October 2017.

There were no foreclosed assets at December 31, 2017 and December 31, 2016.

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

December 31,
(In thousands)       2017       2016       2015       2014       2013
Commercial and industrial:
Nonaccrual $      $      $      $      $      11
Contractually past due 90 days or more and still accruing
Real estate – mortgage:
Nonaccrual (1) 245 3,135 (1) 488 1,786
Contractually past due 90 days or more and still accruing
Total nonperforming loans $ $ 245 $ 3,135 $ 488 $ 1,797
Total foreclosed assets
Total nonperforming assets $ $ 245 $ 3,135 $ 488 $ 1,797

(1)

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

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 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.

Operating expenses in 2016 compared to 2015 include the following significant pre-tax components:

Salaries and employee benefits expense increased $2,267,000, or 3%, to $72,581,000 as the Company invested in staff and technology to win and support new business. Equipment expense increased $160,000 to $4,451,000 primarily due to depreciation of internally developed software. Other operating expense increased $1,273,000, or 11%, to $12,643,000 primarily due to a one-time litigation settlement that occurred in 2015 ($800,000 reduction in other operating expenses).

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.

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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, the Company has 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 are expected to reverse in the future. The final analysis and measurement will be completed during 2018 when the Company files the 2017 U.S. federal income tax return.

As more fully described in this Item 7 and Note 13, the Company’s 2017 results of operations are skewed by a one-time, 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 will be based upon the new tax rate of 21% as a result of the TCJA.

Income tax expense in 2017 totaled $9,885,000 compared to $7,716,000 and $7,978,000 in 2016 and 2015, respectively. When measured as a percent of pre-tax income, the Company’s effective tax rate was 28% in 2017, 24% in 2016, and 26% in 2015. The increase in 2017 tax expense was primarily the result of a one-time, non-cash charge of $1,824,000 triggered by the passage of the TCJA on December 22, 2017. The charge consists of the following:

The deferred tax inventory was revalued at the new rate of 21% and resulted in a net credit of $462,000.

AOCI related to pension and unrealized gains/losses on securities available for sale was revalued at the new rate of 21% and resulted in a net charge of $2,286,000.

The Company’s effective tax rate for 2017 including and excluding the one-time TCJA charge was 28% and 25%, respectively. As a result of the lower TCJA rates, the effective rate for 2018 is anticipated to decrease by approximately 25% vs. the 2017 rate excluding the TCJA charge. The Company’s effective tax rate has traditionally been lower than the statutory rate because of investments and loans that are tax exempt.

Also as a result of the TCJA, the FASB issued ASU 2018-02 allowing a one-time reclassification from AOCI to retained earnings for any amounts “stranded” in AOCI as a result of entries required by TCJA. Accordingly, the Company early adopted and recorded a $2,286,000 reclassification from AOCI to retained earnings at December 31, 2017.

Investment Portfolio

Investment portfolio changes from December 31, 2016 to December 31, 2017:

State and political subdivision securities increased $46,898,000, or 12.7%, to $417,032,000. U.S. government agency securities increased $32,828,000 to $45,500,000. 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 purchased state and political subdivision along with U.S. government agency securities. These securities all had A or better credit ratings and maturities approaching 15 years. With the additional liquidity provided by the increase in deposits and accounts and drafts payable, the Company made these purchases to continue to reduce the level of short-term rate sensitive assets. 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, 2017 for which the aggregate amortized cost exceeded 10% of total shareholders' equity.

Investments by Type

December 31,
(In thousands)        2017        2016        2015
State and political subdivisions $      417,032 $      370,134 $      369,070
U.S. government agencies 45,500 12,672
Certificates of deposit 7,991 7,746 6,626

Total investments

$ 470,523 $ 390,552 $ 375,696

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Investment Securities by Maturity
(At December 31, 2017)

Within 1 Over 1 to 5 Over 5 to Over
(In thousands)       Year       Years       10 Years       10 Years       Yield
State and political subdivisions $      16,143 $      56,929 $      246,512 $      97,448 4.01 % (1)
U.S. government agencies 17,449 28,051 2.11 %
Certificates of deposit 6,495 1,496 1.38 %

Total investments

$ 22,638 $ 58,425 $ 263,961 $ 125,499 3.78 %
Weighted average yield (1) 4.58 % 3.52 % 4.00 % 3.33 % 3.78 %

(1)

Yields are presented on a tax-equivalent basis assuming a tax rate of 35%.

Deposits and Accounts and Drafts Payable

Noninterest-bearing demand deposits increased 31% from December 31, 2016 to $281,541,000 at December 31, 2017. The average balances of these deposits increased 9% in 2017 to $209,014,000. 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 decreased $10,758,000, or 3%, to $396,547,000 at December 31, 2017. The average balances of these deposits decreased to $393,476,000 in 2017 from $422,660,000 in 2016.

Accounts and drafts payable generated by the Company in its payment processing operations increased $19,601,000, or 3%, to $661,888,000 at December 31, 2017. The average balance of these funds increased $58,207,000, or 9%, to $713,052,000 in 2017. This increase was the result of continued growth in the customer base and a strengthening global economy. 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, 2017

$100 to Less $250 or
(In thousands)       $100 or Less       Than $250       More       Total
Three months or less $ 1,201 $ 17,442 $      3,539 $      22,182
Three to six months 537 14,399 4,192 19,128
Six to twelve months 536 757 5,511 6,804
Over twelve months 384 787 3,213 4,384
Total $ 2,658 $ 33,385 $ 16,455 $ 52,498

Liquidity

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 $228,110,000 at December 31, 2017, a decrease of $38,633,000, or 14%, from December 31, 2016. At December 31, 2017, 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 $470,523,000 at December 31, 2017, an increase of $79,971,000, or 20%, from December 31, 2016. These assets represented 29% of total assets at December 31, 2017 and were primarily state and political subdivision securities. Of the total portfolio, 5% mature in one year or less, 12% mature after one year through five years and 83% mature after five years.

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As of December 31, 2017, the Bank had unsecured lines of credit at correspondent banks to purchase federal funds up to a maximum of $68,000,000 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 $5,000,000. As of December 31, 2017, the Bank had secured lines of credit with the Federal Home Loan Bank (“FHLB”) of $204,789,000 collateralized by commercial mortgage loans. At December 31, 2017, 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, 2017 or 2016.

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 2017, 2016 and 2015 were $38,890,000, $35,189,000 and $33,493,000, 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 2018. The Company anticipates the annual capital expenditures for 2018 should range from $4 million to $6 million. Capital expenditures in 2018 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 non-interest 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 2017, 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.

Capital Resources

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, 2017 as shown in Item 8, Note 2 of this report. All share and per share data have been restated to give effect to the 10% stock dividend issued on December 15, 2017.

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In 2017, cash dividends paid were $.87 per share for a total of $10,675,000, an increase of $696,000, or 7%, compared to $.81 per share for a total of $9,979,000 in 2016. 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 $225,088,000, or 14% of total assets, at December 31, 2017, an increase of $17,053,000 over the balance at December 31, 2016. This increase resulted primarily from net income of $25,014,000, an increase in other comprehensive income of $3,509,000, and an increase in additional paid in capital related to equity compensation of $2,340,000. These increases were partially offset by cash dividends of $10,675,000 and the repurchase of treasury shares of $2,270,000.

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, 2017, unappropriated retained earnings of $30,137,000 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 41,846 shares at an aggregate cost of $2,270,000 during the year ended December 31, 2017 and 205,835 shares at an aggregate cost of $9,215,000 during the year ended December 31, 2016. As of December 31, 2017, 500,000 shares remained available for repurchase under the program. 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, 2017, 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, 2017, the balance of loan commitments, standby and commercial letters of credit were $87,013,000, $14,347,000 and $3,246,000, 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, 2017:

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 $      6,463 $      1,518 $      2,515 $      2,204 $      226
Time deposits 52,498 48,115 2,919 1,464

Total

$ 58,961 $ 49,633 $ 5,434 $ 3,668 $ 226

During 2017, 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.

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For 2017, these assumptions were as follows:

Assumption       Rate
Weighted average discount rate 4.25 %
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, 2017, 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, 2017:

Change in Interest Rates       % Change in Net Interest Income       % Change in Fair Market Value of Equity
+200 basis points 3 % 6 %
+100 basis points 2 % 3 %
Stable rates
-100 basis points (5 %) (4 %)
-200 basis points (8 %) (6 %)

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Interest Rate Sensitivity Position

The following table presents the Company’s interest rate risk position at December 31, 2017 for the various time periods indicated:

Variable 0-90 91-180 181-364 1-5 Over
(In thousands)      Rate     Days     Days     Days     Years     5 Years     Total
Earning assets:

Loans:

Taxable

$     160,196 $     5,165 $     17,377 $     46,747 $     342,583 $     110,789 $     682,857

Tax-exempt

3,168 206 3,374

Securities (1):

Tax-exempt

5,221 2,529 7,028 57,726 344,528 417,032

U.S. government agencies

45,500 45,500

Certificates of deposit

1,500 4,995 1,496 7,991

Investments in the FHLB  and FRB

1,190 1,190

Federal funds sold and other short-term investments

210,688 210,688
Total earning assets $ 372,074 $ 11,886 $ 19,906 $ 61,938 $ 402,011 $ 500,817 $ 1,368,632
Interest-sensitive liabilities:

Money market accounts

$ 260,418 $ $ $ $ $ $ 260,418

Now accounts

72,463 72,463

Savings deposits

11,168 11,168

Time deposits:

$250K and more

3,540 4,192 5,511 3,212 16,455
 

Less than $250K

18,643 14,936 1,293 1,171 36,043

Federal funds purchased and other short-term borrowing

Total interest-bearing liabilities $ 344,049 $ 22,183 $ 19,128 $ 6,804 $ 4,383 $ $ 396,547
Interest sensitivity gap:

Periodic

$ 28,025 $ (10,297 ) $ 778 $ 55,134 $ 397,628 $ 500,817 $ 972,085

Cumulative

28,025 17,728 18,506 73,640 471,268 972,085 972,085

Ratio of interest-bearing assets to interest-bearing liabilities:

Periodic

1.08 0.52 1.04 9.10 91.72 3.45

Cumulative

1.08 1.05 1.05 1.19 2.19 3.45 3.45

(1)

Balances shown reflect earliest re-pricing date.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

December 31,
(In thousands except share and per share data)       2017       2016
Assets
Cash and due from banks $      17,422 $      11,814
Interest-bearing deposits in other financial institutions 152,056 136,852
Federal funds sold and other short-term investments 58,632 118,077

Cash and cash equivalents

228,110 266,743
Securities available-for-sale, at fair value 470,523 390,552
 
Loans 686,231 664,866

Less allowance for loan losses

10,205 10,175

Loans, net

676,026 654,691
Premises and equipment, net 21,586 21,086
Investments in bank-owned life insurance 16,927 16,445
Payments in excess of funding 139,103 105,347
Goodwill 12,569 11,590
Other intangible assets, net 1,996 1,997
Other assets 36,369 36,388

Total assets

$ 1,603,209 $ 1,504,839

 

Liabilities and Shareholders’ Equity
Liabilities:
Deposits

Noninterest-bearing

$ 281,541 $ 214,656

Interest-bearing

396,547 407,305

Total deposits

678,088 621,961
Accounts and drafts payable 661,888 642,287
Other liabilities 38,145 32,556

Total liabilities

1,378,121 1,296,804

 

Shareholders’ Equity:

Preferred stock, par value $.50 per share; 2,000,000 shares authorized and no shares issued

Common stock, par value $.50 per share; 40,000,000 shares authorized, 13,047,858 and 11,931,147 shares issued at December 31, 2017 and 2016, respectively

6,524 5,966
Additional paid-in capital 204,631 128,455
Retained earnings 59,314 118,363

Common shares in treasury, at cost (760,962 and 742,681 shares at December 31, 2017 and 2016, respectively)

(32,061 ) (30,206 )
Accumulated other comprehensive loss (13,320 ) (14,543 )

Total shareholders’ equity

225,088 208,035

Total liabilities and shareholders’ equity

$ 1,603,209 $ 1,504,839

See accompanying notes to consolidated financial statements.

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31,
(In thousands except per share data)       2017       2016       2015
Fee Revenue and Other Income:
Information services payment and processing revenue $      93,322 $      83,713 $      78,622
Bank service fees 1,349 1,276 1,223
Gains on sales of securities 387 2,910
Other 841 760 613

Total fee revenue and other income

95,512 86,136 83,368

 

Interest Income:
Interest and fees on loans 28,641 29,063 28,669
Interest and dividends on securities:

Taxable

554 143 38

Exempt from federal income taxes

10,439 9,658 9,460

Interest on federal funds sold and other short-term investments

2,343 1,066 543

Total interest income

41,977 39,930 38,710

Interest Expense:
Interest on deposits 2,187 2,029 2,111

Total interest expense

2,187 2,029 2,111

Net interest income

39,790 37,901 36,599
Provision for loan losses (1,500 ) (850 )

Net interest income after provision for loan losses

39,790 39,401 37,449

Total net revenue

135,302 125,537 120,817
 
Operating Expense:
Personnel 77,339 72,581 70,314
Occupancy 3,480 3,390 3,400
Equipment 5,071 4,451 4,291
Amortization of intangible assets 427 408 408
Other operating 14,086 12,643 11,370

Total operating expense

100,403 93,473 89,783

Income before income tax expense

34,899 32,064 31,034
Income tax expense 9,885 7,716 7,978

Net income

$ 25,014 $ 24,348 $ 23,056
 
Basic Earnings Per Share $ 2.04 $ 1.99 $ 1.85
Diluted Earnings Per Share 2.01 1.96 1.82

See accompanying notes to consolidated financial statements.

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31,
(In thousands)       2017       2016       2015
Comprehensive income:
Net income $       25,014 $         24,348 $       23,056
Other comprehensive income:

Net unrealized gain (loss) on securities available-for-sale

6,637 (10,644 ) 1,527

Tax effect

(2,465 ) 3,954 (567 )

Reclassification adjustments for gains included in net income

(387 ) (2,910 )

Tax effect

144 1,081

FASB ASC 715 adjustment

(1,311 ) (1,435 ) 6,256

Tax effect

487 531 (2,324 )

Foreign currency translation adjustments

161 (42 ) (96 )
Total comprehensive income $ 28,523 $ 16,469 $ 26,023

See accompanying notes to consolidated financial statements.

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,
(In thousands)       2017       2016       2015
Cash Flows From Operating Activities:
Net income $      25,014 $      24,348 $      23,056

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

11,341 9,429 8,859

Net gains on sales of securities

(387 ) (2,910 )

Stock-based compensation expense

2,339 1,959 2,059

Provisions for loan losses

(1,500 ) (850 )

Deferred income tax expense (benefit)

3,997 319 (137 )

(Decrease) increase in current income tax liability

(3,026 ) 357 47

Increase in pension liability

8,008 4,137 4,550

Increase in accounts receivable

(4,656 ) (4,070 ) (839 )

Other operating activities, net

(4,127 ) 597 (342 )

Net cash provided by operating activities

38,890 35,189 33,493

 

Cash Flows From Investing Activities:
Proceeds from sales of securities available-for-sale 21,491 99,347
Proceeds from maturities of securities available-for-sale 44,156 43,524 38,460
Purchase of securities available-for-sale (124,777 ) (96,290 ) (161,279 )
Net (increase) decrease in loans (21,335 ) (5,771 ) 10,882
(Increase) decrease in payments in excess of funding (33,756 ) 179 14,701
Purchases of premises and equipment, net (4,127 ) (4,684 ) (5,747 )

Net cash used in investing activities

(139,839 ) (41,551 ) (3,636 )

 

Cash Flows From Financing Activities:
Net increase in noninterest-bearing demand deposits 66,885 32,833 22,824

Net (decrease) increase in interest-bearing demand and savings deposits

(7,472 ) (51,440 ) 23,536
Net decrease in time deposits (3,286 ) (5,916 ) (18,075 )
Net increase (decrease) in accounts and drafts payable 19,601 65,028 (78,169 )
Cash dividends paid (10,675 ) (9,979 ) (9,697 )
Purchase of common shares for treasury (2,270 ) (9,215 ) (10,951 )
Other financing activities, net (467 ) (1,378 ) (488 )

Net cash provided by (used in) financing activities

62,316 19,933 (71,020 )
Net (decrease) increase in cash and cash equivalents (38,633 ) 13,571 (41,163 )
Cash and cash equivalents at beginning of year 266,743 253,172 294,335
Cash and cash equivalents at end of year $ 228,110 $ 266,743 $ 253,172
 
Supplemental information:

Cash paid for interest

$ 2,178 $ 2,017 $ 2,133

Cash paid for income taxes

7,677 7,061 8,190

See accompanying notes to consolidated financial statements.

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Accumulated
Additional Other
Common Paid-in Retained Treasury Comprehensive
(In thousands except per share data) Stock       Capital       Earnings       Stock       Income (Loss)       Total
Balance, December 31, 2014 $      5,966 $      126,169 $      90,635 $      (12,707 ) $          (9,631 ) $      200,432
Net income 23,056 23,056
Cash dividends ($.77 per share) (9,697 ) (9,697 )
Issuance of 47,065 common shares pursuant to stock-based compensation plan, net (1) (1,250 ) 797 (453 )
Exercise of SARs (687 ) 293 (394 )
Stock-based compensation expense 2,058 2,058
Purchase of 238,053 common shares (1) (10,591 ) (10,591 )
Other comprehensive income 2,967 2,967
Balance, December 31, 2015 $ 5,966 $ 126,290 $ 103,994 $ (22,208 ) $ (6,664 ) $ 207,378
 
Net income 24,348 24,348
Cash dividends ($.81 per share) (9,979 ) (9,979 )
Issuance of 39,816 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 205,835 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
 
Net income 25,014 25,014
Cash dividends ($.87 per share) (10,675 ) (10,675 )
Stock dividend 558 75,108 (75,674 ) (8 )
Issuance of 24,482 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 41,846 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

(1) Share and per share figures adjusted for the 10% stock dividend that occurred on December 15, 2017

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1
Summary of Significant Accounting Policies

Summary of Operations Cass Information Systems, Inc. (the “Company”) provides payment and information services, which include processing and payment of transportation, energy, telecommunications and environmental invoices. These services include the acquisition and management of data, information delivery and financial exchange. The consolidated balance sheet captions, “Accounts and drafts payable” and “Payments in excess of funding,” represent the Company’s resulting financial position related to the payment services that are performed for customers. The Company also provides a full range of banking services to individual, corporate and institutional customers through Cass Commercial Bank (the “Bank”), its wholly owned bank subsidiary.

Basis of Presentation The accounting and reporting policies of the Company and its subsidiaries conform to U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany transactions. Certain amounts in the 2016 and 2015 consolidated financial statements have been reclassified to conform to the 2017 presentation. Such reclassifications have no effect on previously reported net income or shareholders’ equity. The Company issued a 10% stock dividend on December 15, 2017. The share and per share information have been restated unless indicated otherwise for all periods presented in the accompanying consolidated financial statements.

Use of Estimates In preparing the consolidated financial statements, Company management is required to make estimates and assumptions which significantly affect the reported amounts in the consolidated financial statements.

Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold and other short-term investments as segregated in the accompanying consolidated balance sheets to be cash equivalents.

Investment in Debt Securities The Company classifies its debt marketable securities as available-for-sale. Securities classified as available-for-sale are carried at fair value. Unrealized gains and losses, net of the related tax effect, are excluded from earnings and reported in accumulated other comprehensive income, a component of shareholders’ equity. A decline in the fair value of any available-for-sale security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. To determine whether impairment is other than temporary, the Company considers guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 - Investments – Debt and Equity Securities. When determining whether a debt security is other-than-temporarily impaired, the Company assesses whether it has the intent to sell the security and whether it is more likely than not that the Company will be required to sell prior to recovery of the amortized cost basis. Evidence considered in this assessment includes the reasons for impairment, the severity and duration of the impairment, changes in value subsequent to year-end and forecasted performance of the investee. Premiums and discounts are amortized or accreted to interest income over the estimated lives of the securities using the level-yield method. Interest income is recognized when earned. Gains and losses are calculated using the specific identification method.

Allowance for Loan Losses (“ALLL”) The ALLL is increased by provisions charged to expense and is available to absorb charge-offs, net of recoveries. Management utilizes a systematic, documented approach in determining the appropriate level of the ALLL. Management’s approach provides for estimated credit losses on individually evaluated loans in accordance with FASB ASC 310 - Allowance for Credit Losses (“ASC 310”). These estimates are based upon a number of factors, such as payment history, financial condition of the borrower, expected future cash flows and discounted collateral exposure.

Estimated credit losses inherent in the remainder of the portfolio are estimated in accordance with FASB ASC 450 -Contingencies. These loans are segmented into groups based on similar risk characteristics. Historical loss rates for each risk group, which are updated quarterly, are generally quantified using all recorded loan charge-offs and recoveries over a prescribed look-back period. These historical loss rates for each risk group are used as the starting point to determine the level of the allowance. The Company’s methodology incorporates an estimated loss emergence period for each risk group. The loss emergence period is the period of time from when a borrower experiences a loss event and when the actual loss is recognized in the financial statements, generally at the time of initial charge-off of the loan balance. The Company’s methodology also includes qualitative risk factors that allow management to adjust its estimates of losses based on the most recent information available and to address other limitations in the quantitative component that is based on historical loss rates. Such risk factors are generally reviewed and updated quarterly, as appropriate, and are adjusted to reflect changes in national and local economic conditions and developments, the volume and severity of delinquent and internally classified loans, loan concentrations, assessment of trends in collateral values, assessment of changes in borrowers’ financial stability, and changes in lending policies and procedures, including underwriting standards and collections, charge-off and recovery practices.

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Management believes the ALLL is adequate to absorb probable losses in the loan portfolio. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ALLL. Such agencies may require the Company to increase the ALLL based on their judgments and interpretations about information available to them at the time of their examinations.

Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed over the estimated useful lives of the assets, or the respective lease terms for leasehold improvements, using straight-line and accelerated methods. Estimated useful lives do not exceed 40 years for buildings, the lesser of 10 years or the life of the lease for leasehold improvements and range from 3 to 7 years for software, equipment, furniture and fixtures. Maintenance and repairs are charged to expense as incurred.

Intangible Assets Cost in excess of fair value of net assets acquired has resulted from business acquisitions. Goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Intangible assets with definite useful lives are amortized on a straight-line basis over their respective estimated useful lives.

Periodically, the Company reviews intangible assets for events or changes in circumstances that may indicate that the carrying amount of the assets may not be recoverable. Based on those reviews, adjustments of recorded amounts have not been required.

Non-marketable Equity Investments The Company accounts for non-marketable equity investments, in which it holds less than a 20% ownership, under the cost method. Under the cost method of accounting, investments are carried at cost and are adjusted only for other than temporary declines in fair value, distributions of earnings and additional investments. The Company periodically evaluates whether any declines in fair value of its investments are other than temporary. In performing this evaluation, the Company considers various factors including any decline in market price, where available, the investee's financial condition, results of operations, operating trends and other financial ratios. Non-marketable equity investments are included in other assets on the consolidated balance sheets.

Foreclosed Assets Real estate acquired as a result of foreclosure is initially recorded at fair value less estimated selling costs. Fair value is generally determined through the receipt of appraisals. Any write down to fair value at the time the property is acquired is recorded as a charge-off to the allowance for loan losses. Any decline in the fair value of the property subsequent to acquisition is recorded as a charge to non-interest expense.

Treasury Stock Purchases of the Company’s common stock are recorded at cost. Upon reissuance, treasury stock is reduced based upon the average cost basis of shares held.

Comprehensive Income Comprehensive income consists of net income, changes in net unrealized gains (losses) on available-for-sale securities and pension liability adjustments and is presented in the accompanying consolidated statements of shareholders' equity and consolidated statements of comprehensive income.

Loans Interest on loans is recognized based upon the principal amounts outstanding. It is the Company’s policy to discontinue the accrual of interest when there is reasonable doubt as to the collectability of principal or interest. Subsequent payments received on such loans are applied to principal if there is any doubt as to the collectability of such principal; otherwise, these receipts are recorded as interest income. The accrual of interest on a loan is resumed when the loan is current as to payment of both principal and interest and/or the borrower demonstrates the ability to pay and remain current. Loan origination and commitment fees on originated loans, net of certain direct loan origination costs, are deferred and amortized to interest income using the level-yield method over the estimated lives of the related loans.

Impairment of Loans A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due, both principal and interest, according to the contractual terms of the loan agreement. When measuring impairment, the expected future cash flows of an impaired loan are discounted at the loan's effective interest rate. Alternatively, impairment could be measured by reference to an observable market price, if one exists, or the fair value of the collateral for a collateral-dependent loan. Regardless of the historical measurement method used, the Company measures impairment based on the fair value of the collateral when the Company determines foreclosure is probable. Additionally, impairment of a restructured loan is measured by discounting the total expected future cash flows at the loan's effective rate of interest as stated in the original loan agreement. The Company uses its nonaccrual methods as discussed above for recognizing interest on impaired loans.

Information Services Revenue A majority of the Company’s revenues are attributable to fees for providing services. These services include transportation invoice rating, payment processing, auditing, and the generation of accounting and transportation information. The Company also processes, pays and generates management information from electric, gas, telecommunications, environmental, and other invoices. The specific payment and information processing services provided to each customer are developed individually to meet each customer’s specific requirements. The Company enters into service agreements with customers typically for fixed fees per transaction that are invoiced monthly. Revenues are recognized in the period services are rendered and earned under the service agreements, as long as collection is reasonably assured.

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Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced if necessary, by a deferred tax asset valuation allowance. In the event that management determines it is more likely than not that it will not be able to realize all or part of net deferred tax assets in the future, the Company adjusts the recorded value of deferred tax assets, which would result in a direct charge to income tax expense in the period that such determination is made. Likewise, the Company will reverse the valuation allowance when realization of the deferred tax asset is expected. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the sum of the weighted average number of common shares outstanding and the weighted average number of potential common shares outstanding.

Stock-Based Compensation The Company follows FASB ASC 718 - Accounting for Stock Options and Other Stock-based Compensation (“ASC 718”), which requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. FASB ASC 718 also requires that excess tax benefits related to stock option exercises and restricted stock awards be reflected as financing cash inflows instead of operating cash inflows.

Pension Plans The amounts recognized in the consolidated financial statements related to pension are determined from actuarial valuations. Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled at December 31, 2017, rate of increase in future compensation levels and mortality rates. These assumptions are updated annually and are disclosed in Note 10. The Company follows FASB ASC 715 - Compensation – Retirement Benefits (“ASC 715”), which requires companies to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its consolidated balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation as of the date of its fiscal year-end.

Fair Value Measurements The Company follows the provisions of FASB ASC 820 - Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and outlines disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy for valuation techniques is used to measure financial assets and financial liabilities at fair value. This hierarchy is based on whether the valuation inputs are observable or unobservable. Financial instrument valuations are considered Level 1 when they are based on quoted prices in active markets for identical assets or liabilities. Level 2 financial instrument valuations use quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Financial instrument valuations are considered Level 3 when they are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable, and when determination of the fair value requires significant management judgment or estimation. The Company records securities available for sale at their fair values on a recurring basis using Level 2 valuations. Additionally, the Company records impaired loans and other real estate owned at their fair value on a nonrecurring basis. The nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or impairment write-downs of individual assets.

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. The Company’s revenue is comprised of net interest income on financial assets and liabilities, which is explicitly excluded from the scope, and non-interest income. The Company will use the modified retrospective transition approach and there will not be a significant impact on the Company’s consolidated financial statements or results of operations.

In January 2016, the FASB issued ASU No. 2016-01 – Financial Instruments – Overall (ASC Subtopic 825-10). The ASU requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. The standard is effective for fiscal periods beginning January 1, 2018 and will not have a significant impact on the Company’s consolidated financial statements or results of operations.

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In February 2016, the FASB issued 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 impact of the adoption of this ASU is currently being evaluated but is not expected to have a material impact on the Company’s consolidated financial statements or results of operations.

In June 2016, the FASB issued ASU No. 2016-13 - Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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 impact of the adoption of this ASU is currently being evaluated.

In February 2018, the FASB issued ASU No. 2018-02 – Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU provides for the reclassification of the effect of remeasuring deferred tax balances related to items within AOCI to retained earnings resulting from the TCJA. The Company early adopted, and as a result, reclassified $2,286,000 from AOCI to retained earnings.

Note 2
Capital Requirements and Regulatory Restrictions

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulators to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total and Tier I capital and common equity Tier I capital to risk-weighted assets, and of Tier I capital to average assets. Management believes that as of December 31, 2017 and 2016, the Company and the Bank met all capital adequacy requirements to which they are subject.

Effective July 2, 2013, the Federal Reserve Board 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 Wall Street Reform and Consumer Protection Act. Among other things, the Basel III Capital Rules establish stricter capital requirements and calculation standards, as well as more restrictive risk weightings for certain loans and facilities. The Basel III Capital Rules were effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period).

The Bank is also subject to the regulatory framework for prompt corrective action. As of December 31, 2017, the most recent notification from the regulatory agencies categorized the Bank as well-capitalized. To be categorized as well-capitalized, the Bank must maintain minimum total risk-based, common equity Tier I risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Subsidiary dividends can be a significant source of funds for payment of dividends by the Company to its shareholders. At December 31, 2017, unappropriated retained earnings of $30,137,000 were available at the Bank for the declaration of dividends to the Company without prior approval from regulatory authorities. However, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.

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There were no restricted funds on deposit used to meet regulatory reserve requirements at December 31, 2017 and 2016.

The Company’s and the Bank’s actual and required capital amounts and ratios are as follows:

Capital Requirement to be
      Actual Requirements Well-Capitalized
(In thousands) Amount Ratio Amount Ratio Amount Ratio
At December 31, 2017                              
Total capital (to risk-weighted assets)
Cass Information Systems, Inc. $      234,389 22.53 % $      83,233 8.00 % $      N/A N/A %
Cass Commercial Bank 122,440 17.01 57,568 8.00 71,960 10.00
Common Equity Tier I Capital (to risk-weighted assets)
Cass Information Systems, Inc. 224,184 21.55 46,819 4.50 N/A N/A
Cass Commercial Bank 114,603 15.93 32,382 4.50 46,774 6.50
Tier I capital (to risk-weighted assets)
Cass Information Systems, Inc. 224,184 21.55 62,425 6.00 N/A N/A
Cass Commercial Bank 114,603 15.93 43,176 6.00 57,568 8.00
Tier I capital (to average assets)
Cass Information Systems, Inc. 224,184 13.87 64,649 4.00 N/A N/A
Cass Commercial Bank 114,603 14.99 30,581 4.00 38,227 5.00
At December 31, 2016
Total capital (to risk-weighted assets)
Cass Information Systems, Inc. $ 219,747 22.75 % $ 77,272 8.00 % $ N/A N/A %
Cass Commercial Bank 110,576 16.72 52,898 8.00 66,123 10.00
Common Equity Tier I Capital (to risk-weighted assets)
Cass Information Systems, Inc. 209,572 21.70 43,466 4.50 N/A N/A
Cass Commercial Bank 102,769 15.54 29,755 4.50 42,980 6.50
Tier I capital (to risk-weighted assets)
Cass Information Systems, Inc. 209,572 21.70 57,954 6.00 N/A N/A
Cass Commercial Bank 102,769 15.54 39,674 6.00 52,898 8.00
Tier I capital (to average assets)
Cass Information Systems, Inc. 209,572 13.83 60,620 4.00 N/A N/A
Cass Commercial Bank 102,769 13.98 29,409 4.00 36,761 5.00

Note 3
Investment in Securities

Investment securities available-for-sale are recorded at fair value on a recurring basis. The Company’s investment securities available-for-sale at December 31, 2017 and 2016 are measured at fair value using Level 2 valuations. The market evaluation utilizes several sources which include “observable inputs” rather than “significant unobservable inputs” and therefore falls into the Level 2 category. The table below presents the balances of securities available-for-sale measured at fair value on a recurring basis. The amortized cost, gross unrealized gains, gross unrealized losses and fair value of debt and equity securities are summarized as follows:

December 31, 2017
Gross Gross
Amortized Unrealized Unrealized
(In thousands)       Cost       Gains       Losses       Fair Value
State and political subdivisions $ 408,165 $ 9,528 $ 661 $ 417,032
U.S. government agencies 46,222 722 45,500
Certificates of deposit 7,991 7,991
Total $ 462,378 $ 9,528 $ 1,383 $ 470,523
 
December 31, 2016
Gross Gross
Amortized Unrealized Unrealized
(In thousands) Cost Gains Losses Fair Value
State and political subdivisions $      368,223 $ 5,239 $      3,328 $ 370,134
U.S. government agencies 13,075 403 12,672
Certificates of deposit 7,746 7,746
Total $ 389,044 $ 5,239 $ 3,731 $      390,552

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The fair values of securities with unrealized losses are as follows:

December 31, 2017
Less than 12 months 12 months or more Total
      Estimated Unrealized Estimated Unrealized       Estimated       Unrealized
(In thousands) Fair Value       Losses       Fair Value       Losses Fair value Losses
State and political subdivisions   $ 34,755 $ 123 $ 31,251 $ 538 $ 66,006 $ 661
U.S. government agencies 34,183 376 11,317 346 45,500 722
Certificates of deposit
Total $ 68,938 $ 499 $ 42,568 $ 884 $ 111,506 $ 1,383
 
December 31, 2016
Less than 12 months 12 months or more Total
Estimated Unrealized Estimated Unrealized Estimated Unrealized
(In thousands) Fair Value Losses Fair Value Losses Fair value Losses
State and political subdivisions $ 140,384 $ 3,328 $ $ $ 140,384 $ 3,328
U.S. government agencies 12,672 403 12,672 403
Certificates of deposit
Total $ 153,056 $ 3,731 $ $ $ 153,056 $ 3,731

There were 64 securities, or 17% of the total (24 greater than 12 months), in an unrealized loss position as of December 31, 2017 compared to 108 securities (none greater than 12 months) in an unrealized loss position as of December 31, 2016. All unrealized losses are reviewed to determine whether the losses are other than temporary. Management believes that all unrealized losses are temporary since they are market driven, the Company does not have the intent to sell the security, and it is more likely than not that the Company will not be required to sell prior to recovery of the amortized basis.

The amortized cost and fair value of debt and equity securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

      December 31, 2017
(In thousands) Amortized Cost       Fair Value
Due in 1 year or less $ 22,492 $ 22,638
Due after 1 year through 5 years 57,922 58,425
Due after 5 years through 10 years 256,396 263,961
Due after 10 years 125,568      125,499
No stated maturity
Total $      462,378 $ 470,523

The premium related to the purchase of state and political subdivisions was $7,147,000 and $5,749,000 in 2017 and 2016, respectively.

The amortized cost of debt securities pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes at December 31, 2017 and 2016 was $3,750,000.

Proceeds from sales of debt securities classified as available-for-sale were $0 in 2017, $21,491,000 in 2016, and $99,347,000 in 2015. Gross realized gains on the sales in 2017, 2016 and 2015 were $0, $387,000, and $2,910,000, respectively. There were no gross realized losses on sales in 2017, 2016 or 2015.

Note 4
Loans

The Company originates commercial, industrial and real estate loans to businesses and faith-based ministries throughout the metropolitan St. Louis, Missouri area, Orange County, California and other selected cities in the United States. The Company does not have any particular concentration of credit in any one economic sector; however, a substantial portion of the commercial and industrial loans is extended to privately-held commercial companies and franchises in these market areas, and are generally secured by the assets of the business. The Company also has a substantial portion of real estate loans secured by mortgages that are extended to faith-based ministries in its market area and selected cities in the United States.

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A summary of loan categories is as follows:

      December 31,
(In thousands) 2017 2016
Commercial and industrial $      236,394       $      214,767
Real estate
Commercial:
Mortgage 94,675 104,779
Construction 9,359 6,325
Church, church-related:
Mortgage 316,073 321,168
Construction 25,948 11,152
Industrial Revenue Bonds 3,374 6,639
Other 408 36
Total loans $ 686,231 $ 664,866

The following table presents the aging of loans by loan categories at December 31, 2017:

Performing Nonperforming
90 Days
            30-59       60-89       and       Non-       Total
(In thousands) Current Days Days Over accrual Loans
Commercial and industrial $      236,394 $      $      $      $      $      236,394
Real estate
Commercial:
Mortgage 94,675 94,675
Construction 9,359 9,359
Church, church-related:
Mortgage 316,073 316,073
Construction 25,948 25,948
Industrial Revenue Bonds 3,374 3,374
Other 408 408
Total $ 686,231 $ $ $ $ $ 686,231

The following table presents the aging of loans by loan categories at December 31, 2016:

Performing Nonperforming
90 Days
30-59