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0000708781FALSE00007087812025-04-152025-04-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 15, 2025
______________________
CASS INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
______________________
Missouri 000-20827 43-1265338
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
12444 Powerscourt Drive, Suite 550
St. Louis, Missouri
63131
(Address of principal executive offices) (Zip Code)
(314) 506-5500
(Registrant’s telephone number, including area code)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act.
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol
Name of each exchange
on which registered
Common Stock, par value $0.50 per share CASS Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.    Results of Operations and Financial Condition.
On April 17, 2025, Cass Information Systems, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal 2025. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company has used, and intends to continue using, the Investors portion of its website to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, investors are encouraged to monitor the Company’s website in addition to following press releases, SEC filings, and public conference calls and webcasts.

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

Item 5.07.    Submission of Matters to a Vote of Security Holders.
On April 15, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting:

(a) Election of four directors to serve a one-year term ending in 2026, as follows:

Nominee Votes For Votes Against Abstentions Broker Non-Votes
Ralph W. Clermont 8,864,421 426,804 84,542 1,811,595
Wendy J. Henry 9,156,415 137,213 82,139 1,811,595
James J. Lindemann 9,117,297 199,394 59,076 1,811,595
Sally H. Roth 9,043,813 253,258 84,206 1,811,595
    

All director nominees were elected.

(b) Advisory approval of the Company’s executive compensation:
Votes For Votes Against Abstentions Broker Non-Votes
9,137,145 154,416 84,206 1,811,595
    

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

(c) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm
for 2025:
Votes For Votes Against Abstentions
10,975,341 186,756 25,265
    

The selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2025 was ratified.

Item 8.01.    Other Events.
On April 15, 2025, the Company’s Board of Directors declared a second quarter dividend of $0.31 per share payable on June 13, 2025 to shareholders of record on June 3, 2025.
2


Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit Number Description
99.1
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).
2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 17, 2025
CASS INFORMATION SYSTEMS, INC.
By: /s/ Martin H. Resch
Name: Martin H. Resch
Title: President and Chief Executive Officer
By: /s/ Michael J. Normile
Name: Michael J. Normile
Title: Executive Vice President and Chief Financial Officer
3
EX-99.1 2 cass-20250331xexx991.htm EX-99.1 Document

Exhibit 99.1
g19798g42m88.jpg
Contact: Cass Investor Relations
ir@cassinfo.com
April 17, 2025
Cass Information Systems reports First Quarter 2025 Results
ST. LOUIS – Cass Information Systems, Inc. (Nasdaq: CASS), (the Company or Cass) reported first quarter 2025 earnings of $0.66 per diluted share, as compared to $0.52 in the first quarter of 2024 and $0.33 in the fourth quarter of 2024. Net income for the period was $9.0 million, an increase of 25.4% from $7.2 million in the same period in 2024 and an increase of $4.4 million, or 95.2%, as compared to the fourth quarter of 2024.

First Quarter Results
All comparisons refer to the first quarter of 2024, except as noted. On April 7, 2025, the Company signed an Asset Purchase Agreement providing for the sale of its Telecom Expense Management & Managed Mobility Services (“TEM”) business to Asignet USA Inc. The Company has applied discontinued operations accounting in accordance with FASB Accounting Standards Codification (“ASC”), Topic 205-20, “Presentation of Financial Statements – Discontinued Operations,” to the assets and liabilities being sold related to the Company's TEM Business Unit as of March 31, 2025 and December 31, 2024, and for the three-months ended March 31, 2025, December 31, 2024 and March 31, 2024, as applicable. All financial information in this earnings release is reported on a continuing operations basis, unless otherwise noted.

•Net income of $9.0 million, or $0.66 per diluted common share.
•Return on average equity and assets of 15.91% and 1.51%, respectively.
•Increase in net interest margin to 3.75% from 3.26%.
•Increase in net interest income of $2.8 million, or 17.0%.
•Announced signing of an Asset Purchase Agreement providing for the sale of the TEM business.
•Limited personnel expense growth to 1.4% despite AcuAudit acquisition and facility expense transaction volume increase.
•Maintained exceptional credit quality, with no non-performing loans or charge-offs.
•Received $2.0 million as partial consideration in a litigation settlement.
•Repurchased 116,109 shares of Company stock at weighted average price of $42.86.
Martin Resch, the Company’s President and Chief Executive Officer, noted, “Our quality financial results for the first quarter show progress toward our strategic plan and I am proud of the team’s execution. The positive results reflect our ongoing successful implementation of efficiency initiatives powered by technology, combined with an increase in our revenue driven by net interest income.” Resch added, “The combination of continued efficiencies via technology, improvement in our net interest margin and the closure of pipeline opportunities in our Transportation and Facility lines of business should result in meaningful profitability improvement over recent quarters. In addition, the successful sale of our TEM business will enable us to concentrate on our strengths in financial exchange and information processing.”
First Quarter 2025 Highlights

Transportation Invoice and Dollar Volumes – Transportation invoice volumes of 8.36 million declined 4.7% as compared to the first quarter of 2024 and 6.3% as compared to the fourth quarter of 2024. The decline in invoice volumes is reflective of an overall decline in shipments as well as severe weather in January 2025. Transportation dollar volumes were $8.6 billion during the first quarter of 2025, decreases of 3.3% as compared to the first quarter of 2024 and 3.9% as compared to the fourth quarter of 2024. The decline in dollar volumes was primarily due to the decline in invoice volume, partially offset by a slight increase in average dollars per invoice.




Facility Expense Invoice and Dollar Volumes – Facility expense invoice volumes of 4.2 million increased 2.7%. as compared to the first quarter of 2024 and 3.4% as compared to the fourth quarter of 2024. Facility expense dollar volumes totaled $5.8 billion during the first quarter of 2025, increases of 16.1% as compared to the first quarter of 2024 and 15.7% as compared to the fourth quarter of 2024. The increases are largely reflective of new client volume.

Processing Fees – Processing fees decreased $390,000, or 2.3%, over the same period in the prior year. The decrease in processing fees was largely driven by the decrease in transportation invoice volumes of 4.7%, partially offset by the increase in facility expense invoice volumes of 2.7%.

Financial Fees – Financial fees, earned on a transactional level basis for invoice payment services when making customer payments, decreased $637,000, or 6.0%. The decrease in financial fees was primarily due to a decline in transportation dollar volumes of 3.3% and related decline in average payments in advance of funding of 10.7%.

Net Interest Income – Net interest income increased $2.8 million, or 17.0%. The increase in net interest income was attributable to the net interest margin improving to 3.75% as compared to 3.26% in the same period last year, in addition to an increase in average interest-earning assets of $41.4 million, or 2.0%.

The Company’s net interest margin improvement was driven by increases in the average yield on loans and investment securities of 55 and 15 basis points, respectively, combined with a decline in the average cost of total deposits of 31 basis points. The increase in loan yield was driven by loan growth at current market interest rates and continued maturing and re-pricing of existing fixed rate loans to current market interest rates. The decline in the cost of total deposits was driven by the reduction in short-term interest rates in the last four months of 2024. The Company generally benefits from a higher interest rate environment due to a large percentage of its funding sources being non-interest bearing.

Provision for Credit Losses - The Company recorded a provision of credit losses of $905,000 during the first quarter of 2025 as compared to $95,000 in the first quarter of 2024. The provision for credit losses for the first quarter of 2025 was largely driven by the increase in total loans of $59.9 million, or 5.5%, as compared to December 31, 2024.

Personnel Expenses - Personnel expenses increased $372,000, or 1.4%. Salaries and commissions increased 0.9%, as a result of merit increases and the December 2024 acquisition of AcuAudit, partially offset by a decrease in average full-time equivalent employees (“FTEs”) of 3.4% due to strategic investments in various technology initiatives. Net periodic pension cost was $0 for the first quarter of 2025 as compared to $195,000 in the first quarter of 2024 and $3.6 million in the fourth quarter of 2024 due to the termination of the Company’s noncontributory defined-benefit pension plan in the fourth quarter of 2024. Other benefits increased $327,000, or 7.2%, due to higher health insurance costs, partially offset by the decline in average FTEs.

Equipment Expense - Equipment expense increased $463,000 primarily due to an increase in depreciation expense on software related to recently completed technology initiatives.

Bad Debt Recovery - The Company recorded a bad debt recovery of $2.0 million related to partial consideration received in a litigation settlement.

Loans - When compared to December 31, 2024, ending loans increased $59.9 million, or 5.5%. The Company experienced growth in its commercial and industrial and faith-based loan portfolios during the first quarter of 2025.

Payments in Advance of Funding – Average payments in advance of funding decreased $20.7 million, or 10.7%, primarily due to a 3.3% decrease in transportation dollar volumes, which led to fewer dollars advanced to freight carriers, in addition to the continued consolidation of freight carriers.

Deposits – Average deposits decreased $46.1 million, or 4.3%, when compared to the first quarter of 2024. The Company has experienced deposit attrition due to a decrease in the overall level of some larger commercial deposits due to client funding needs for acquisitions and other purposes.

Accounts and Drafts Payable - Average accounts and drafts payable increased $57.9 million, or 5.7%. The increase in these balances, which are non-interest bearing, are primarily reflective of the increase in facility dollar volumes of 16.1%. Accounts and drafts payable are a significant source of funding generated by payment float from transportation and facility clients.

Shareholders’ Equity - Total shareholders’ equity increased $5.2 million since December 31, 2024 as a result of net income of $9.0 million and a decrease in accumulated other comprehensive loss of $5.7 million primarily related to the fair value of available-for-sale investment securities, partially offset by the repurchase of Company stock of $5.0 million and dividends of $4.2 million.



About Cass Information Systems
Cass Information Systems, Inc. is a leading provider of integrated information and payment management solutions. Cass enables enterprises to achieve visibility, control and efficiency in their supply chains, communications networks, facilities and other operations. Disbursing over $90 billion annually on behalf of clients, and with total assets of $2.3 billion, Cass is uniquely supported by Cass Commercial Bank. Founded in 1906 and a wholly owned subsidiary, Cass Commercial Bank provides sophisticated financial exchange services to the parent organization and its clients. Cass is part of the Russell 2000®. More information is available at www.cassinfo.com.
Forward Looking Information

This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions, and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include the impact of economic and market conditions, inflationary pressures, risks of credit deterioration, interest rate changes, governmental actions, market volatility, security breaches and technology interruptions, energy prices and competitive factors, among others, as set forth in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. Actual results may differ materially from those set forth in the forward-looking statements.

Note to Investors

The Company has used, and intends to continue using, the Investors portion of its website to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, investors are encouraged to monitor Cass’s website in addition to following press releases, SEC filings, and public conference calls and webcasts.




Consolidated Statements of Income (unaudited)

($ and numbers in thousands, except per share data)
  Quarter
Ended
March 31, 2025
Quarter
Ended
December 31, 2024
Quarter
Ended
March 31, 2024
Processing fees $ 16,469 $ 15,680 $ 16,859
Financial fees 9,961 10,509 10,598
Total fee revenue $ 26,430 $ 26,189 $ 27,457
Interest and fees on loans 15,350 14,428 12,776
Interest and dividends on securities 4,147 4,104 4,437
Interest on short-term investments 3,893 3,844 4,441
Total interest income $ 23,390 $ 22,376 $ 21,654
Interest expense 4,116 4,612 5,178
Net interest income $ 19,274 $ 17,764 $ 16,476
Provision for credit losses (905) (93) (95)
Loss on sale of investment securities (18) (33)
Other 1,626 1,757 1,267
Total revenues $ 46,407 $ 45,584 $ 45,105
Salaries and commissions 21,165 21,400 20,971
Share-based compensation 1,241 545 1,195
Net periodic pension cost 3,588 195
Other benefits 4,873 4,128 4,546
       Total personnel expenses $ 27,279 $ 29,661 $ 26,907
Occupancy 721 679 676
Equipment 2,294 2,275 1,831
Amortization of intangible assets 293 174 173
Bad debt (recovery) expense (2,000)
Other 6,943 7,575 6,621
Total operating expenses $ 35,530 $ 40,364 $ 36,208
Income from continuing operations, before
       income tax expense
$ 10,877 $ 5,220 $ 8,897
Income tax expense 2,326 1,060 1,833
Net income from continuing operations $ 8,551 $ 4,160 $ 7,064
Income from discontinued operations, net of tax 415 434 88
Net income $ 8,966 $ 4,594 $ 7,152
Basic earnings per share from continuing operations $ .64 $ .31 $ .52
Basic earnings per share from discontinued operations .03 .03 .01
Basic earnings per share $ .67 $ .34 $ .53
Diluted earnings per share from continuing operations $ .63 $ .30 $ .51
Diluted earnings per share from discontinued operations .03 .03 .01
Diluted earnings per share $ .66 $ .33 $ .52
Share data:
   Weighted-average common shares outstanding 13,398  13,436  13,530 
   Weighted-average common shares outstanding assuming
        dilution
13,643  13,718  13,785 






Consolidated Balance Sheets (unaudited)

($ in thousands)
  March 31, 2025 December 31, 2024 March 31, 2024
Assets:
   Cash and cash equivalents $ 220,674 $ 349,728 $ 192,802
   Securities available-for-sale, at fair value 576,510 528,021 621,929
   Loans 1,141,874 1,081,989 1,036,997
   Less: Allowance for credit losses (14,286) (13,395) (13,299)
Loans, net $ 1,127,588 $ 1,068,594 $ 1,023,698
   Payments in advance of funding 175,326 208,530 221,552
   Premises and equipment, net 31,748 30,576 29,496
   Investments in bank-owned life insurance 50,767 50,325 49,496
   Goodwill and other intangible assets 20,786 21,247 15,323
   Accounts and drafts receivable from customers 40,465 55,906 32,856
   Other assets 60,536 67,741 91,700
   Assets of discontinued operations 14,057 14,413 14,727
Total assets $ 2,318,457 $ 2,395,081 $ 2,293,579
Liabilities and shareholders’ equity:
   Deposits
      Non-interest bearing $ 363,798 $ 251,230 $ 412,879
      Interest-bearing 636,277 716,686 666,213
Total deposits $ 1,000,075 $ 967,916 $ 1,079,092
   Accounts and drafts payable 1,016,324 1,129,610 923,276
   Other liabilities 48,823 46,211 37,303
   Liabilities of discontinued operations 18,988 22,314 24,421
Total liabilities $ 2,084,210 $ 2,166,051 $ 2,064,092
Shareholders’ equity:
Common stock $ 7,753 $ 7,753 $ 7,753
Additional paid-in capital 203,755 205,593 204,361
Retained earnings 153,278 148,487 148,845
Common shares in treasury, at cost (91,025) (87,615) (82,316)
Accumulated other comprehensive loss (39,514) (45,188) (49,156)
Total shareholders’ equity $ 234,247 $ 229,030 $ 229,487
Total liabilities and shareholders’ equity $ 2,318,457 $ 2,395,081 $ 2,293,579












Average Balances (unaudited)

($ in thousands)
Quarter
Ended
March 31, 2025
Quarter
Ended
December 31, 2024
Quarter
Ended
March 31, 2024
Average interest-earning assets $ 2,104,603 $ 2,022,794 $ 2,063,239
Average loans 1,109,526 1,065,944 1,016,246
Average securities available-for-sale 554,905 555,674 635,422
Average short-term investments 383,836 348,632 352,163
Average payments in advance of funding 173,590 200,963 194,338
Average assets 2,394,013 2,353,770 2,367,212
Average non-interest bearing deposits 405,183 399,778 447,900
Average interest-bearing deposits 628,214 638,180 631,622
Average interest-bearing liabilities 628,225 638,191 631,633
Average accounts and drafts payable 1,072,013 1,036,212 1,014,067
Average shareholders’ equity $ 228,615 $ 231,993 $ 226,669

Consolidated Financial Highlights (unaudited)

($ and numbers in thousands, except ratios and average full-time equivalent employees)
Quarter
Ended
March 31, 2025
Quarter
Ended
December 31, 2024
Quarter
Ended
March 31, 2024
Return on average equity 15.91% 7.88% 12.66%
Return on average assets 1.51% 0.77% 1.20%
Net interest margin (1)
3.75% 3.55% 3.26%
Average interest-earning assets yield (1)
4.54% 4.46% 4.27%
Average loan yield 5.61% 5.38% 5.06%
Average investment securities yield (1)
2.86% 2.87% 2.71%
Average short-term investment yield 4.11% 4.39% 5.07%
Average cost of total deposits 1.62% 1.77% 1.93%
Average cost of interest-bearing deposits 2.66% 2.88% 3.30%
Average cost of interest-bearing liabilities 2.66% 2.87% 3.30%
Allowance for credit losses to loans 1.25% 1.24% 1.28%
Non-performing loans to total loans —% —% —%
Net loan charge-offs (recoveries) to loans —% —% —%
Common equity tier 1 ratio 14.11% 13.84% 14.84%
Total risk-based capital ratio 14.94% 14.61% 15.60%
Leverage ratio 10.39% 10.57% 11.34%
(1) Yields are presented on tax-equivalent basis assuming a tax rate of 21%.
Transportation invoice volume 8,355 8,919 8,771
Transportation dollar volume $ 8,643,138 $ 8,994,440 $ 8,939,646
Facility expense transaction volume 4,225 4,085 4,114
Facility expense dollar volume $ 5,822,935 $ 5,032,620 $ 5,016,208
Average full-time equivalent employees 1,008 1,008 1,044




Assets and Liabilities of Discontinued Operations (unaudited)
($ in thousands)
  March 31, 2025 December 31, 2024 March 31, 2024
Assets:
   Premises and equipment, net $ 3,605 $ 3,598 $ 3,117
   Goodwill and other intangible assets, net 5,102 5,112 5,140
   Other assets 5,350 5,703 6,470
Assets of discontinued operations $ 14,057 $ 14,413 $ 14,727
Liabilities:
   Accounts and drafts payable 16,465 19,665 21,517
   Other liabilities 2,523 2,649 2,904
Liabilities of discontinued operations $ 18,988 $ 22,314 $ 24,421

Income from Discontinued Operations (unaudited)
($ in thousands)
  March 31, 2025 December 31, 2024 March 31, 2024
Fee revenue:
   Processing fees $ 4,205 $ 4,582 $ 4,394
   Financial fees 413 205 179
Total fee revenue 4,618 4,787 4,573
Operating expense:
   Salaries and commissions 2,756 2,871 3,005
   Share-based compensation 43 25 31
   Other benefits 616 504 664
Total personnel expenses 3,415 3,400 3,700
   Occupancy 180 189 185
   Equipment 51 53 51
   Amortization of intangible assets 9 9 18
   Other 435 592 508
Total operating expense 4,090 4,243 4,462
Income from discontinued operations, before income tax expense 528 544 111
Income tax expense 113 110 23
   Net income from discontinued operations $ 415 $ 434 $ 88

Other Information from Discontinued Operations (unaudited)
($ and numbers in thousands, except average full-time equivalent employees)
Quarter
Ended
March 31, 2025
Quarter
Ended
December 31, 2024
Quarter
Ended
March 31, 2024
Facility expense transaction volume 133 133 150
Facility expense dollar volume $ 256,844 $ 258,523 $ 313,358
Average full-time equivalent employees 129 135 150