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

FORM 10-K

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
  
o 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.)
   
13001 Hollenberg Drive, Bridgeton, Missouri 63044 (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   o     No   x
 
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   o     No   x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   x     No   o
 
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   x     No   o
  
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.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   Large accelerated filer: o          Accelerated filer: x          Non-accelerated filer: o          Smaller reporting company: o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   o     No   x
 
The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $327,184,000 based on the closing price of the common stock of $34.33 on June 30, 2011, as reported by The Nasdaq Global Select Market. As of March 5, 2012, the Registrant had 10,383,118 shares outstanding of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Part III of this report is incorporated by reference from the Registrant’s Proxy Statement for the 2012 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 3
Item 1B. UNRESOLVED STAFF COMMENTS 6
Item 2. PROPERTIES 7
Item 3. LEGAL PROCEEDINGS 7
Item 4. MINE SAFETY DISCLOSURES 7
PART II.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 8
Item 6. SELECTED FINANCIAL DATA 9
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 24
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 50
Item 9A. CONTROLS AND PROCEDURES 50
Item 9B. OTHER INFORMATION 52
PART III.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 52
Item 11. EXECUTIVE COMPENSATION 52
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 52
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 53
Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES 53
PART IV.    
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 53
      SIGNATURES       54

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.



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, audit, accounting and transportation information to many of the nation’s largest companies. It is also a processor and payer of utility invoices, including electricity, gas, 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, cellular and communication equipment expense. In January 2011, Cass opened an office in Breda, Netherlands, to support the Company’s multinational information processing clients. Cass purchased the assets of an environmental expense management company in January 2012 and now provides such services. 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. The principal offices of the Company are at 13001 Hollenberg Drive, Bridgeton, Missouri 63044. Other operating locations are in Columbus, Ohio, Boston, Massachusetts, Greenville, South Carolina, Wellington, Kansas, Breda, Netherlands and Jacksonville, Florida. The Bank’s headquarters are also located at the Bridgeton location, and the Bank operates two branches in the St. Louis metropolitan area and one loan production office in southern California.

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.

Cass’ shared business processes – Accounting, Human Resources and Technology – support its core competencies. Cass’ accounting function provides the internal control systems to ensure the highest levels of accountability and protection for customers. Cass’ human resources department provides experienced people dedicated to streamlining business procedures and reducing expenses. Cass’ technology is proven and reliable. The need to safeguard data and secure the efficiency, speed and timeliness that govern its business is a priority within the organization. The ability to leverage technology over its strategic units allows Cass the advantage of deploying technology in a proven and reliable manner without hindering clients’ strategic business and system requirements.

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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 Utility Information Services business unit, also competes with other companies, located throughout the United States, that pay utility bills and provide management reporting. Available data indicates that the Company is one of the largest providers of utility information processing and payment services. Cass’ Utility Information Services 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. In January 2011, Cass opened an office in Breda, Netherlands, to support the Company’s multinational information processing clients. The Company recently added environmental expense management services.

The Bank is organized as a Missouri trust company with banking powers and was founded in 1906. Due to its ownership of a federally insured commercial bank, the Company was a bank holding corporation and originally organized in 1982 as Cass Commercial Corporation under the laws of Missouri. It was approved by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) in February 1983. The Company changed its name to Cass Information Systems, Inc. in January 2001. In December 2011, the Federal Reserve Bank 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 Company’s bank subsidiary 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 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®, TransInq®, Ratemaker®, Rate Advice®, First Rate®, Best Rate®, Rate Exchange® and CassPort®. 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 750 full-time and 287 part-time employees as of March 5, 2012. Of these employees, the Bank had 59 full-time and no 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 protect depositors, not shareholders. These laws also include the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The Dodd-Frank Act). The regulations related to the Dodd-Frank Act are currently being written, and accordingly, the full implication of this new law is not yet known. The Bank is subject to regulation and supervision by the Missouri Division of Finance, the Federal Reserve Bank (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, and as such, it is subject to regulation, supervision and examination by the FRB. The Company is required to file quarterly and annual reports with the FRB and to provide to the FRB such additional information as the FRB may require, and it is subject to regular inspections by the FRB. Bank regulatory agencies use Capital Adequacy Guidelines in their examination and regulation of financial holding companies and banks. If the capital falls below the minimum levels established by these guidelines, the agencies may force certain remedial action to be taken. The Capital Adequacy Guidelines are of several types and include risk-based capital guidelines, which are designed to make capital requirements more sensitive to various risk profiles and account for off-balance sheet exposure; 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 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. For further discussion of the capital adequacy guidelines and ratios, please refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, Note 2 of this report.

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The FRB also has extensive enforcement authority over financial holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law or regulations or for unsafe or unsound practices. Both the FRB and Missouri Division of Finance also have restrictions on the amount of dividends that banks and financial holding companies may pay.

As a financial holding company, the Company must obtain prior approval from the FRB before acquiring ownership or control of more than 10% of the voting shares of another financial/bank holding company or acquiring all or substantially all of the assets of such a company. In many cases, approval is also required for the Company to engage in similar acquisitions involving a non-bank company or to engage in new non-bank activities. Any change in applicable laws or regulations may have a material effect on the business and prospects of the Company.

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 20549-0213 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.

The reference to our 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, 2011, 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.

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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.

Methods of reducing risk exposures might not be effective.

Instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, interest rate, market and liquidity, operational, regulatory/compliance, business risks and enterprise-wide risks could be less effective than anticipated. As a result, the Company may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk.

Customer borrowing, repayment, investment, deposit, and payable processing practices may be different than anticipated.

The Company uses a variety of financial tools, models and other methods to anticipate customer behavior as part of its strategic and financial planning and to meet certain regulatory requirements. Individual, economic, political and industry-specific conditions and other factors outside of Cass’ control could alter predicted customer borrowing, repayment, investment, deposit, and payable processing practices. Such a change in these practices could adversely affect Cass’ ability to anticipate business needs, including cash flow and its impact on liquidity, and to meet regulatory requirements.

Cass 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, which 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.

Operational difficulties or security problems could damage Cass’ reputation and business.

The Company depends on the reliable operation of its computer operations and network connections from its clients to its systems. Any operational problems or outages in these systems would cause Cass to be unable to process transactions for its clients, resulting in decreased revenues. In addition, any system delays, failures or loss of data, whatever the cause, could reduce client satisfaction with the Company’s products and services and harm Cass’ financial results. Cass also depends on the security of its systems. Company networks may be vulnerable to unauthorized access, computer viruses and other disruptive problems. 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.

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.

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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.

Changes in regulation or oversight may have a material adverse impact on Cass’ operations.

The Company is subject to extensive regulation, supervision and examination by the Missouri Division of Finance, the FDIC, the FRB, the SEC and other regulatory bodies. Such regulation and supervision governs the activities in which the Company may engage. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on Cass’ operations, investigations and limitations related to Cass’ securities, the classification of Cass’ assets and determination of the level of Cass’ allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material adverse impact on Cass’ operations.

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.”

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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 four 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.”

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.

There could be terrorist activities or other hostilities, which may adversely affect the general economy, financial and capital markets, specific industries, and the Company.

The terrorist attacks in September 2001 in the United States and ensuing events, as well as the resulting decline in consumer confidence, had a material adverse effect on the economy. Any similar future events may disrupt Cass’ operations or those of its customers. In addition, these events had and may continue to have an adverse impact on the U.S. and world economy in general and consumer confidence and spending in particular, which could harm Cass’ operations. Any of these events could increase volatility in the U.S. and world financial markets, which could harm Cass’ stock price and may limit the capital resources available to its customers and the Company. This could have a significant impact on Cass’ operating results, revenues and costs and may result in increased volatility in the market price of Cass’ common stock.

There could be natural disasters, including, but not limited to, hurricanes, tornadoes, earthquakes, fires and floods, which may adversely affect the general economy, financial and capital markets, specific industries, and the Company.

The Company has significant operations and customer base in Missouri, California, Ohio, Massachusetts, South Carolina, Kansas, Florida and other regions where natural disasters may occur. These regions are known for being vulnerable to natural disasters and other risks, such as tornadoes, hurricanes, earthquakes, fires and floods. These types of natural disasters at times have disrupted the local economy, Cass’ business and customers and have posed physical risks to Cass’ property. A significant natural disaster could materially affect Cass’ operating results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

The Company’s headquarters are located at 13001 Hollenberg Drive, Bridgeton, Missouri. This location is owned by the Company, and includes a building with approximately 61,500 square feet of office space. The Company also 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 where approximately 7,000 square feet of office space is leased through March 2016, Greenville, South Carolina where approximately 8,500 square feet of office space is leased through November 2013, Wellington, Kansas where approximately 2,000 square feet of office space is leased through June 2016 and Columbus, Ohio where approximately 8,500 square feet of office space is leased through March 2013. The Company has an office in Breda, Netherlands to service its multinational customers. Total space leased is 732 square feet and it is leased through December 2013. During January 2012, Cass purchased the assets of an environmental expense management company in Jacksonville, Florida with two locations totaling 4,876 square feet leased through December 2012.

The Bank’s headquarters are also located at 13001 Hollenberg Drive, Bridgeton, Missouri. The Bank occupies approximately 20,500 square feet of the 61,500 square foot building. In addition, the Bank owns a banking facility near downtown St. Louis, Missouri that consists of approximately 1,750 square feet with adjoining drive-up facilities. The Bank has additional leased facilities in Fenton, Missouri (2,000 square feet) and Santa Ana, California (3,400 square feet). The Bank closed its facilities in Maryland Heights, Missouri (2,500 square feet) and Chesterfield, Missouri (2,850 square feet) in December 2011 and February 2012, respectively.

Management believes that these facilities are suitable and adequate for the Company’s operations.

ITEM 3. LEGAL PROCEEDINGS

The Company is the defendant in a proceeding pending in the United States Bankruptcy Court for the District of Delaware, which proceeding was initiated by Chapter 11 debtor LNT Services, Inc. ("LNT"), an affiliate of Linens N' Things, on December 19, 2009. LNT seeks to avoid and recover $33,825,773.71 in allegedly preferential payments (the "Payments") made to the Company within 90 days preceding LNT’s bankruptcy filing. The Company processed and paid the freight carrier bills for Linens N’ Things. The Payments were received by the Company in the normal course of providing services to Linens N' Things, and were subsequently paid by the Company to the appropriate Linens N’ Things freight carriers. In an attempt to secure a favorable result prior to filing an answer, the Company has provided the plaintiff with information and data which supports its primary defenses.

On September 28, 2010, Asentinel LLC ("Asentinel") filed a lawsuit in the United States District Court for the Western District of Tennessee against the Company, AnchorPoint, Inc. ("AnchorPoint") and Veramark Technologies, Inc. ("Veramark"). The suit alleges infringement of two Asentinel patents by the Company, AnchorPoint and Veramark. Cass vigorously denies infringing any valid claim of either patent. Asentinel has requested an order enjoining the Company from infringing the two patents at issue, damages for the alleged infringement, interest and costs, treble damages for willful infringement, and attorneys' fees.

While there is some uncertainty relating to any litigation, management is of the opinion that the Company has valid defenses to both these claims. All other legal proceedings and actions involving the Company are of an ordinary and routine nature and are incidental to the operations of the Company. Management believes the outcome of these proceedings, including the LNT and Asentinel proceedings, will not have a material effect on the businesses or financial conditions of the Company or its subsidiaries.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

7



PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s common stock is quoted on The Nasdaq Global Select Market® under the symbol “CASS.” As of March 5, 2012, there were 148 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 2011 and 2010, restated for stock dividends, were as follows:

2011 2010
      High       Low       High Low
1st Quarter $      36.23 $      32.08 $      28.82       $      26.50
2nd Quarter   36.64 32.49 31.82 27.37
3rd Quarter   35.25 27.05   32.08 28.75
4th Quarter 36.39 35.54 36.81 30.46

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, restated for stock dividends, by the Company during the two most recent fiscal years were as follows:

2011       2010
March       $      .145 $      .127
June .145   .127
September .145   .127
December   .170 .145

On October 17, 2011, the Board of Directors re-authorized the repurchase of up to 330,000 shares of the Company’s common stock, pursuant to a treasury stock buyback program maintained by the Company. Under the program, the Company repurchased 12,000 shares (not restated for the 2011 stock dividend) for an aggregate purchase price of $467,000 in 2010. There were no repurchases in 2011. As of December 31, 2011, 330,000 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.

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 (US) (“Nasdaq”) and in the index of Nasdaq computer and data processing stocks. The graph assumes $100 was invested on December 31, 2006, with dividends reinvested. Returns are based on period end prices.


8



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)     2011     2010     2009     2008     2007
Fee revenue and other income $      62,824 $      56,146 $      51,238 $      53,170 $      48,200
Interest income on loans 39,515 39,785 36,003 34,204 36,288
Interest income on debt and equity securities 10,034 8,747 7,611 7,716 5,531
Other interest income 686 514 170 2,218 7,527
       Total interest income 50,235 49,046 43,784 44,138 49,346
Interest expense on deposits 4,374 4,875 4,924 3,179 7,728
Interest expense on short-term borrowings 23 12 6
Interest on debentures and other 106 187 230
       Total interest expense 4,374 4,875 5,053 3,378 7,964
       Net interest income 45,861 44,171 38,731 40,760 41,382
Provision for loan losses 2,150 4,100 2,050 2,200 900
       Net interest income after provision 43,711 40,071 36,681 38,560 40,482
Operating expense 75,029 68,284 66,385 65,564 62,739
       Income before income tax expense 31,506 27,933 21,534 26,166 25,943
       Income tax expense 8,497 7,623 5,405 7,160 8,148
Net income $ 23,009 $ 20,310 $ 16,129 $ 19,006 $ 17,795
Diluted earnings per share $ 2.21 $ 1.95 $ 1.57 $ 1.85 $ 1.73
Dividends per share .61 .53 .48 .45 .41
Dividend payout ratio 27.29 % 26.82 % 30.54 % 24.14 % 23.53 %
Average total assets $ 1,301,635 $ 1,157,257 $ 978,171 $ 922,471 $ 891,734
Average net loans 683,215 666,202 606,304 546,110 508,621
Average debt and equity securities 263,264 222,249 193,393 197,273 141,363
Average total deposits 541,337 470,096 375,572 241,844 279,831
Average subordinated convertible debentures 1,984 3,669 3,699
Average total shareholders’ equity 151,669 137,748 117,663 104,185 89,427
Return on average total assets 1.77 % 1.76 % 1.65 % 2.06 % 2.00 %
Return on average equity 15.17 14.74 13.71 18.24 19.90
Average equity to assets ratio 11.65 11.90 12.03 11.29 10.03
Equity to assets ratio at year-end 12.17 11.96 12.79 12.00 11.01
Tangible common equity to tangible assets 11.66 11.38 12.11 11.19 10.18
Tangible common equity to risk-weighted
       assets
17.47 15.20 15.60 13.60 14.25
Net interest margin 4.31 4.61 4.79 5.34 5.45
Allowance for loan losses to loans at year-end 1.93 1.68 1.29 1.09 1.26
Nonperforming assets to loans and foreclosed
       assets
.51 .35 .55 .57 .77
Net loan charge-offs to average loans
       outstanding
.16 .07 .04 .37 .24

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, 2011, 2010 and 2009. All share and per share data have been restated to give effect to the 10% stock dividend issued on December 15, 2011. 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.

9



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, Breda, Netherlands and Jacksonville, Florida. The Company’s services include freight invoice rating, payment processing, auditing, and the generation of accounting and transportation information. Cass also processes and pays utility invoices, which include electricity, gas and telecommunications expenses, and is a provider of telecom expense management solutions. Cass extracts, stores, and presents information from freight, utility, telecommunication and environmental invoices, assisting its customers’ transportation, energy, environmental and information technology managers in making decisions that will enable them to improve operating performance. The Company receives data from multiple sources, electronic and otherwise, and processes the data to accomplish the specific operating requirements of its customers. It then provides the data in a central repository for access and archiving. The data is finally transformed into information through the Company’s databases that allow client interaction as required and provide Internet-based tools for analytical processing. The Company also, through Cass Commercial Bank, its St. Louis, Missouri based bank subsidiary (the “Bank”), provides banking services in the St. Louis metropolitan area, Orange County, California, and other selected cities in the United States. In addition to supporting the Company’s payment operations, the Bank provides banking services to its target markets, which include privately-owned businesses and churches and church-related ministries.

The specific payment and information processing services provided to each customer are developed individually to meet each customer’s requirements, which can vary greatly. In addition, the degree of automation such as electronic data interchange, imaging, and web-based solutions varies greatly among customers and industries. These factors combine so that pricing varies greatly among the customer base. In general, however, Cass is compensated for its processing services through service fees and 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, utility, 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. As economic conditions continued to slowly improve in 2011, the number and total dollar volumes of transactions processed increased, thereby increasing fee revenue, interest income, and liquidity. 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.

In January 2011, Cass opened an office in Breda, Netherlands, to support the Company’s multinational information processing clients. The revenues, expenditures and assets related to this office did not account for a significant portion of the Company’s business during the year ended December 31, 2011 and the current activities are not significant enough to pose substantial risk.

On January 6, 2012, the Company acquired the assets of Waste Reduction Consultants, Inc., one of the fastest-growing providers of environmental expense management services. This acquisition positions the Company to expand its portfolio of services for controlling facility-related expenses and accelerates Cass’ leadership position as a back-office business processor. The results of operations for this new service will be included in the Information Services business segment beginning in January 2012.

In 2011, total fee revenue and other income increased $6,678,000, or 12%, net interest income after provision for loan losses increased $3,640,000, or 9%, and total operating expenses increased $6,745,000, or 10%. These results were driven by a 3,932,000, or 10%, increase in items processed and $4,519,000,000, or 16%, increase in dollars processed. The asset quality of the Company’s loans and investments as of December 31, 2011 remained strong.

Currently, management views Cass’ major opportunity as the continued expansion of its payment and information processing service offerings and customer base. Management intends to accomplish this by maintaining the Company’s leadership position in applied technology, which when combined with the security and processing controls of the Bank, makes Cass unique in the industry.

10



Impact of New and Not Yet Adopted Accounting Pronouncements

In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05 – Comprehensive Income (ASC Topic 220) – Presentation of Comprehensive Income. This ASU improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. This ASU requires companies to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. ASU No. 2011-12 deferred the presentation of reclassification adjustments and superseded certain pending paragraphs in ASU No. 2011-05. As these ASU’s address financial statement presentation, the adoptions will not impact the Company’s consolidated financial statements or results of operations.

In September 2011, the FASB issued ASU No. 2011-08 – Intangibles – Goodwill and Other (ASC Topic 350) – Testing of Goodwill for Impairment. This ASU simplifies how entities test goodwill for impairment. The amendments under this ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. This ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements or results of operations.

Critical Accounting Policies

The Company has prepared the consolidated financial statements in this report in accordance with the FASB Accounting Standards Codification (“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.

Impairment of Assets. The Company periodically evaluates certain long-term assets such as intangible assets including goodwill, foreclosed assets and assets held for sale for impairment. Generally, these assets are initially recorded at cost, and recognition of impairment is required when events and circumstances indicate that the carrying amounts of these assets will not be recoverable in the future. If impairment occurs, various methods of measuring impairment may be called for depending on the circumstances and type of asset, including quoted market prices, estimates based on similar assets, and estimates based on valuation techniques such as discounted projected cash flows. The Company had no impairment of goodwill and intangible assets for fiscal years ended December 31, 2011, 2010 and 2009 and management does not anticipate any future impairment loss. Investment securities available-for-sale are measured at fair value as calculated by an independent research firm. The market evaluation utilizes several sources which include “observable inputs” rather than “significant unobservable inputs.” These policies affect both segments of the Company and require significant management assumptions and estimates that could result in materially different results if conditions or underlying circumstances change.

Income Taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns such as the realization of deferred tax assets or changes in tax laws or interpretations thereof. In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other taxing authorities. In accordance with FASB ASC 740, “Income Taxes,” the Company has unrecognized tax benefits related to tax positions taken or expected to be taken. See Note 13 to the consolidated financial statements.

11



Pension Plans. The amounts recognized in the consolidated financial statements related to pension plans 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, 2011, rate of increase in future compensation levels and mortality rates. These assumptions are updated annually and are disclosed in Note 10 to the consolidated financial statements. There have been no significant changes in the Company’s long-term rate of return assumptions for the past three fiscal years ended December 31 and management believes they are not reasonably likely to change in the future. Pursuant to FASB ASC 715, “Compensation – Retirement Benefits,” the Company has recognized the funded status of its defined benefit postretirement plan in its consolidated balance sheet and has recognized changes in that funded status 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.

Summary of Results

For the Years Ended December 31, % Change
(In thousands except per share data)     2011     2010     2009     2011 v. 2010     2010 v. 2009
Total processing volume 42,466 38,534 34,619 10.2 % 11.3 %
Total processing dollars $      31,945,761 $      27,426,336 $      23,717,451 16.5 15.6
Payment and processing fees $ 60,688 $ 54,183 $ 48,665 12.0 11.3
Net interest income after provision for
       loan losses
$ 43,711 $ 40,071 $ 36,681 9.1 9.2
Total net revenue $ 106,535 $ 96,217 $ 87,919 10.7 9.4
Average earning assets $ 1,188,283 $ 1,060,559 $ 894,951 12.0 18.5
Net interest margin* 4.31 % 4.61 % 4.79 %
Net income $ 23,009 $ 20,310 $ 16,129 13.3 25.9
Diluted earnings per share $ 2.21 $ 1.95 $ 1.57 13.3 24.3
Return on average assets 1.77 % 1.76 % 1.65 %
Return on average equity 15.17 % 14.74 % 13.71 %

*       Presented on a tax-equivalent basis

The results of 2011 compared to 2010 include the following significant items:

Payment and processing fee revenue increased as the number of transactions processed increased. This increase was due to increased activity from both base and new customers.

Net interest income after provision for loan losses increased $3,640,000, or 9%, due to the 12% growth in average earning assets. The net interest margin on a tax equivalent basis decreased from 4.61% in 2010 to 4.31% in 2011. The growth in average earning assets was funded by increases in deposits and accounts and drafts payable.

Gains from the sale of securities were $43,000 in 2011 and $0 in 2010. Bank service fees were down $56,000, or 4%, and other income was up $229,000 primarily due to an increase in bank-owned life insurance income. Operating expenses increased $6,745,000, or 10%, primarily in response to the increase in business volume.

The results of 2010 compared to 2009 include the following significant items:

Payment and processing fee revenue increased as the number of transactions processed increased. This increase was due to increased activity from both base and new customers.

Net interest income after provision for loan losses increased $3,390,000, or 9%, due to the 18% growth in average earning assets. The net interest margin on a tax equivalent basis was 4.61% in 2010 compared to 4.79% in 2009. The growth in average earning assets was funded mainly by the increase in deposits.

Gains from the sale of securities were $0 in 2010 and $697,000 in 2009. Bank service fees were up $86,000, or 6%, and other income was approximately the same in 2010 and 2009. Operating expenses increased $1,899,000, or 3%, primarily in response to the increase in business volume, as well as higher professional fees as the Company invested for future growth.

12



Fee Revenue and Other Income

The Company’s fee revenue is derived mainly from transportation and utility 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 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)     2011     2010      2009     2011 v. 2010     2010 v. 2009
Transportation invoice transaction volume 29,025 26,287 23,137 10.4 % 13.6 %
Transportation invoice dollar volume $      20,599,503 $      16,966,003 $      14,047,342 21.4 20.8
Utility transaction volume 13,441 12,247 11,482 9.7 6.7
Utility transaction dollar volume $ 10,702,242 $ 10,460,333 $ 9,670,109 2.3 8.2
Payment and processing revenue $ 60,688 $ 54,183 $ 48,665 12.0 11.3
Bank service fees $ 1,354 $ 1,410 $ 1,324 (4.0 ) 6.5
Gains on sales of investment securities $ 43 $ 0 $ 697
Other $ 739 $ 553 $ 552 33.6 0.2

Fee revenue and other income in 2011 compared to 2010 include the following significant pre-tax components:

Transportation dollar volume increased by 21% during the past year, primarily due to increased activity from both base and new customers. Utility transaction dollar volume had a slight increase of 2%. Overall, revenues for the year were up 12%.

Fee revenue and other income in 2010 compared to 2009 include the following significant pre-tax components:

Transportation dollar volume increased by 21% during 2010. This increase was due to the increased activity from both base and new customers. Utility transaction dollar volume was up a solid 8%. Overall, revenues for the year were up 11%.

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)       2011       2010       2009       2011 v. 2010       2010 v. 2009
Average earning assets $      1,188,283 $      1,060,559 $      894,951 12.0 % 18.5 %
Net interest income* $ 51,248 $ 48,891 $ 42,869 4.8 14.0
Net interest margin* 4.31 % 4.61 % 4.79 %
Yield on earning assets* 4.68 % 5.07 % 5.35 %
Rate on interest bearing liabilities 1.07 % 1.37 % 1.81 %

*       Presented on a tax-equivalent basis using a tax rate of 35% in 2011, 35% in 2010 and 34% in 2009.

Net interest income in 2011 compared to 2010:

The increase in net interest income was caused by the increase in average earning assets, partially offset by a decrease in net interest margin. The increase in earning assets was funded mainly by the increase in deposits and accounts and drafts payable. The decrease in net interest margin was due to the lack of satisfactory investment alternatives in this historically low interest rate environment. More information is contained in the tables below and in Item 7A of this report.

Total average loans increased $20,083,000, or 3%, to $695,984,000. 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.

Total average investment in securities increased $41,015,000, or 18%, to $263,264,000. 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 $2,370,000, or 2%.

The Bank’s total average interest-bearing deposits increased $52,276,000, or 15%, compared to the prior year. This increase in deposits, along with the $63,318,000, or 12% increase in accounts and drafts payable, funded the increase in earning assets. Average rates paid on interest-bearing liabilities decreased from 1.37% to 1.07% as a result of the continued low interest rate environment.

Net interest income in 2010 compared to 2009:

The increase in net interest income was caused by the increase in average earning assets, partially offset by a decrease in net interest margin. The increase in earning assets was funded mainly by the increase in deposits and accounts and drafts payable. The decrease in net interest margin was due to the continued low interest rate environment. More information is contained in the tables below and in Item 7A of this report.

13



Total average loans increased $62,642,000, or 10%, to $675,901,000. 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.

Total average investment in securities increased $28,856,000, or 15%, to $222,249,000. The investment portfolio will expand and contract over time as the interest rate environment changes and 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 $68,280,000, or 117%.

The Bank’s total average interest-bearing deposits increased $83,063,000, or 30%, compared to the prior year. This increase in deposits, along with the $73,729,000, or 16% increase in accounts and drafts payable, funded the increase in earning assets. Average rates paid on interest-bearing liabilities decreased from 1.81% to 1.37% as a result of the continued low interest rate environment experienced during 2010.

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:

2011 2010 2009
(In thousands)       Average
Balance
      Interest
Income/
Expense
      Yield/
Rate
      Average
Balance
      Interest
Income/
Expense
      Yield/
Rate
      Average
Balance
      Interest
Income/
Expense
      Yield/
Rate
Assets1
Earning assets
Loans2, 3:
       Taxable $    695,121 $    39,504 5.68 % $    674,026 $    39,723 5.89 % $    610,171 $    35,872 5.88 %
       Tax-exempt4 863 18 2.09 1,875 95 5.07 3,088 202 6.54
Securities5:
       Taxable 997 37 3.71 885 43 4.86 3,373 58 1.72
       Tax-exempt4 261,466 15,373 5.88 221,364 13,391 6.05 190,020 11,620 6.12
       Certificates of deposit 801 4 .50
Interest-bearing deposits in other
       financial institutions
99,911 347 .35 35,655 139 .39 29,825 72 0.24
Federal funds sold and other
       short-term investments
129,124 339 .26 126,754 375 .30 58,474 98 0.17
Total earning assets 1,188,283 55,622 4.68 1,060,559 53,766 5.07 894,951 47,922 5.35
Non-earning assets
       Cash and due from banks 12,525 10,794 9,541
       Premise and equipment, net 9,790 9,979 11,171
       Bank owned life insurance 14,299 13,924 13,376
       Goodwill and other
              intangibles
7,688 7,795 7,942
       Other assets 81,819 63,905 48,145
       Allowance for loan losses (12,769 ) (9,699 ) (6,955 )
Total assets $ 1,301,635 $ 1,157,257 $ 978,171
Liabilities and Shareholders’ Equity1
Interest-bearing liabilities
       Interest-bearing demand
              deposits
$ 233,636 $ 2,162 .93 % $ 182,869 $ 2,082 1.14 % $ 127,952 $ 1,798 1.41 %
       Savings deposits 25,556 225 .88 28,137 321 1.14 25,268 334 1.32
       Time deposits >=$100 52,123 690 1.32 52,510 814 1.55 43,590 1,063 2.44
       Other time deposits 97,419 1,297 1.33 92,942 1,658 1.78 76,585 1,729 2.26
       Total interest-bearing deposits 408,734 4,374 1.07 356,458 4,875 1.37 273,395 4,924 1.80
       Short-term borrowings 3 33 3,759 23 0.61
       Subordinated debentures 1,984 106 5.34
       Total interest bearing liabilities 408,737 4,374 1.07 356,491 4,875 1.37 279,138 5,053 1.81
Non-interest bearing liabilities
       Demand deposits 132,603 113,638 102,177
       Accounts and drafts payable 596,935 533,617 459,888
       Other liabilities 11,691 15,763 19,305
Total liabilities 1,149,966 1,019,509 860,508
Shareholders’ equity 151,669 137,748 117,663
Total liabilities and shareholders’
        equity
$ 1,301,635 $ 1,157,257 $ 978,171
Net interest income $ 51,248 $ 48,891 $ 42,869
Net interest margin 4.31 % 4.61 % 4.79 %
Interest spread 3.61 % 3.70 % 3.54 %

14


     
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 $542,000, $372,000 and $409,000 for 2011, 2010 and 2009, respectively.
4   Interest income is presented on a tax-equivalent basis assuming a tax rate of 35% in 2011, 35% in 2010 and 34% for 2009. The tax-equivalent adjustment was approximately $5,387,000, $4,720,000 and $4,138,000 for 2011, 2010 and 2009, respectively.
5   For purposes of these computations, yields on investment securities are computed as interest income divided by the average amortized cost of the investments.

Analysis of Net Interest Income Changes

The following table presents the changes in interest income and expense between years due to changes in volume and interest rates.

2011 Over 2010 2010 Over 2009
(In thousands)      Volume1      Rate1      Total      Volume1      Rate1      Total
Increase (decrease) in interest income:
Loans2,3:
       Taxable $     1,222 $     (1,441 ) $     (219 ) $     3,763 $     88 $     3,851
       Tax-exempt4 (37 ) (40 ) (77 ) (68 ) (39 ) (107 )
Securities:
       Taxable 5 (11 ) (6 ) (65 ) 50 (15 )
       Tax-exempt4 2,367 (385 ) 1,982 1,897 (126 ) 1,771
       Certificates of deposit 2 2 4
Interest-bearing deposits in other
       financial institutions
224 (16 ) 208 16 51 67
Federal funds sold and other short-term
       investments
7 (43 ) (36 ) 167 110 277
Total interest income $ 3,790 $ (1,934 ) $ 1,856 $ 5,710 $ 134 $ 5,844
Interest expense on:
       Interest-bearing demand deposits $ 513 $ (433 ) $ 80 $ 670 $ (386 ) $ 284
       Savings deposits (28 ) (68 ) (96 ) 36 (49 ) (13 )
       Time deposits >=$100 (6 ) (118 ) (124 ) 189 (438 ) (249 )
       Other time deposits 77 (438 ) (361 ) 330 (401 ) (71 )
       Short-term borrowings (11 ) (12 ) (23 )
       Subordinated debentures (53 ) (53 ) (106 )
Total interest expense 556 (1,057 ) (501 ) 1,161 (1,339 ) (178 )
Net interest income $ 3,234 $ (877 ) $ 2,357 $ 4,549 $ 1,473 $ 6,022

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 2011, 35% in 2010 and 34% in 2009.

Loan Portfolio

Interest earned on the loan portfolio is a primary source of income for the Company. The loan portfolio was $671,565,000 and represented 51% of the Company's total assets as of December 31, 2011 and generated $39,515,000 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, 2011.

Loans by Type

December 31,
(In thousands)       2011       2010       2009       2008       2007
Commercial and industrial $      136,916 $      135,061 $      93,371 $      118,044 $      100,827
Real estate (Commercial and church):
       Mortgage 488,574 517,593 471,773 416,151 365,056
       Construction 45,564 54,752 74,407 56,221 31,082
Other 511 1,227 2,406 1,560 1,490
Total loans $ 671,565 $ 708,633 $ 641,957 $ 591,976 $ 498,455

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Loans by Maturity

(At December 31, 2011) One Year Over 1 Year Over
Or Less Through 5 Years 5 Years
Fixed Floating Fixed Floating Fixed Floating
(In thousands)      Rate      Rate1      Rate        Rate1      Rate      Rate1      Total
Commercial and industrial $      1,762 $      58,494 $      22,492 $      24,689 $      2,363 $      27,116 $      136,916
       Mortgage 53,326 26,713 312,066 50,589 34,841 11,730 489,265
       Construction 10,599 34,274 44,873
Other 506 5 511
Total loans $ 65,687 $ 119,987 $ 334,563 $ 75,278 $ 37,204 $ 38,846 $ 671,565
     
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. Note: Due to the historically low interest rates, the Company instituted a 4% floor for its prime lending rate.

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 are 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 churches 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, 2010 to December 31, 2011:

Total loans decreased $37,068,000, or 5%, to $671,565,000. This decrease was the result of intense competition in the marketplace as other lending institutions expanded their loan portfolios. 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, 2009 to December 31, 2010:

Total loans increased $66,676,000, or 10%, to $708,633,000. This increase was the result of successful marketing efforts by the Company’s lending staff, particularly in the commercial and industrial loan sector. The growth in real estate mortgage loans was primarily due to increased activity in the church portfolio. 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

The Company recorded a provision for loan losses of $2,150,000 in 2011, $4,100,000 in 2010 and $2,050,000 in 2009. The amount of the provisions for loan losses was derived from the Company’s quarterly analysis of the allowance for loan losses. The amount of the provision will fluctuate as determined by these quarterly analyses. The decrease in provision for loan losses in 2011 was due to the decrease in loan balances described above. The Company had net loan charge-offs of $1,087,000, $493,000 and $217,000 in 2011, 2010 and 2009, respectively. The allowance for loan losses was $12,954,000 at December 31, 2011 compared to $11,891,000 at December 31, 2010 and $8,284,000 at December 31, 2009. The year-end 2011 allowance represented 1.93% of outstanding loans, compared to 1.68% of outstanding loans at year-end 2010 and 1.29% at year-end 2009. From December 31, 2010 to December 31, 2011, the level of nonperforming loans increased $1,173,000 from $565,000 to $1,738,000, which represents .26% of outstanding loans. Nonperforming loans are more fully explained in the section entitled “Nonperforming Assets.”

The allowance for loan losses has been established and is maintained to absorb probable losses in the loan portfolio. An ongoing assessment of risk of loss is performed to determine if the current balance of the allowance is adequate to cover probable losses in the portfolio. Charges or credits are made to expense to cover any deficiency or reduce any excess, as required. The current methodology employed to determine the appropriate allowance consists of two components, specific and general. The Company develops specific allowances on commercial, commercial real estate, and construction loans based on individual review of these loans and an estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and collection options available. The general component relates to all other loans, which are evaluated based on loan grade. The loan grade assigned to each loan is typically evaluated on an annual basis, unless circumstances require interim evaluation. The Company assigns an allowance amount consistent with each loan's rating category. The allowance amount is based on derived loss experience over prescribed periods. In addition to the amounts derived from the loan grades, a portion is added to the general allowance to take into account other factors including national and local economic conditions, downturns in specific industries including loss in collateral value, trends in credit quality at the Company and the banking industry, and trends in risk rating changes. As part of their examination process, federal and state agencies review the Company's methodology for maintaining the allowance for loan losses and the related balance. These agencies may require the Company to increase the allowance for loan losses based on their judgments and interpretations about information available to them at the time of their examination.

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The following schedule summarizes activity in the allowance for loan losses and the allocation of the allowance to the Company’s loan categories.

Summary of Loan Loss Experience

December 31,
(In thousands)     2011     2010     2009     2008     2007
Allowance at beginning of year $      11,891 $      8,284 $      6,451 $      6,280 $      6,592
Loans charged-off:
       Commercial and industrial 1,118 554 109 2,120 337
       Real estate (Commercial and church):
              Mortgage 28 291 1,038
              Construction
       Other 53
Total loans charged-off 1,146 554 400 2,173 1,375
Recoveries of loans previously charged-off:
       Commercial and industrial 58 60 180 136 159
       Real estate (Commercial and church):
              Mortgage 1 1 3 4
              Construction
       Other 8
Total recoveries of loans previously charged-off 59 61 183 144 163
Net loans charged-off 1,087 493 217 2,029 1,212
Provision charged to expense 2,150 4,100 2,050 2,200 900
Allowance at end of year $ 12,954 $ 11,891 $ 8,284 $ 6,451 $ 6,280
Loans outstanding:
       Average $ 695,984 $ 675,901 $ 613,259 $ 552,333 $ 515,123
       December 31 671,565 708,633 641,957 591,976 498,455
Ratio of allowance for loan losses to loans
       outstanding:
       Average 1.86 % 1.76 % 1.35 % 1.17 % 1.22 %
       December 31 1.93 % 1.68 % 1.29 % 1.09 % 1.26 %
Ratio of net charge-offs to average loans
       outstanding
.16 % .07 % .04 % .37 % .24 %
Allocation of allowance for loan losses1:
       Commercial and industrial $ 2,594 $ 2,732 $ 1,511 $ 1,521 $ 3,380
       Real estate (Commercial and church):
              Mortgage 9,573 8,491 5,953 4,343 2,564
              Construction 783 656 809 569 318
       Other 4 12 11 18 18
Total $ 12,954 $ 11,891 $ 8,284 $ 6,451 $ 6,280
Percentage of categories to total loans:
       Commercial and industrial 20.4 % 19.2 % 14.9 % 20.5 % 21.1 %
       Real estate (Commercial and church):
              Mortgage 72.7 % 72.9 % 73.1 % 69.7 % 72.4 %
              Construction 6.8 % 7.7 % 11.6 % 9.5 % 6.2 %
       Other 0.1 % 0.2 % 0.4 % 0.3 % 0.3 %
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.

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 on which payment of principal or interest, in a timely manner in the normal course of business, is doubtful. Subsequent payments received on such loans are applied to principal if there is any reasonable doubt as to the collectability of such principal; 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 $107,000 for the year ended December 31, 2011. Of this amount, approximately $102,000 was actually recorded as interest income on such loans.

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Total nonaccrual loans at December 31, 2011 consists of five loans totaling $1,709,000 that relate to businesses/churches that have weak financial positions and/or are in liquidation. Allocations of the allowance for loan losses have been established for the estimated loss exposure.

Foreclosed assets were $1,689,000 at December 31, 2011. The foreclosed assets relate to the foreclosure of two loans which were secured by commercial real estate buildings in St. Louis County and St. Charles County, Missouri. These buildings are currently listed for sale and have been recorded at their estimated fair value less costs to sell.

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)       2011       2010       2009       2008       2007
Commercial and industrial:
       Nonaccrual $      56 $      46 $      $      278 $      1,277
       Contractually past due 90 days or more and still
              accruing
41 496
Real estate – mortgage:
       Nonaccrual 1,653 519 1,608 900 708
       Contractually past due 90 days or more and still
              accruing
29
Total nonperforming loans $ 1,738 $ 565 $ 1,608 $ 1,219 $ 2,481
Total foreclosed assets 1,689 1,910 1,910 2,177 1,388
Total nonperforming assets $ 3,427 $ 2,475 $ 3,518 $ 3,396 $ 3,869

Operating Expenses

Operating expenses in 2011 compared to 2010 include the following significant pre-tax components:

Salaries and employee benefits expense increased $5,205,000, or 10%, to $56,573,000. An increase in the number of employees primarily drove this increase. Occupancy expense decreased $167,000, or 7%, to $2,318,000 as a result of decreased rental square footage. Equipment expense decreased $36,000, or 1%, to $3,525,000 primarily due to lower depreciation expense. Amortization of intangibles remained the same in 2011 as 2010, at $107,000. Other operating expense increased $1,743,000, or 16%, to $12,506,000 primarily due to an increase in legal fees.

Operating expenses in 2010 compared to 2009 include the following significant pre-tax components:

Salaries and employee benefits expense increased $754,000, or 1%, to $51,368,000. This is mainly attributable to higher incentive compensation related to higher pre-tax income. Occupancy expense increased $89,000, or 4%, to $2,485,000 as a result of additional maintenance and repairs expense. Equipment expense increased $213,000, or 6%, to $3,561,000 primarily due to increased software license and maintenance expenses. Amortization of intangibles decreased $115,000, or 52%, to $107,000 because the software from the 2004 PROFITLAB, Inc. acquisition was fully amortized during the third quarter of 2009. Other operating expense increased $958,000, or 10%, to $10,763,000 primarily due to an increase in professional fees.

Income Tax Expense

Income tax expense in 2011 totaled $8,497,000 compared to $7,623,000 in 2010 and $5,405,000 in 2009. When measured as a percent of income, the Company’s effective tax rate was 27% in 2011, 27% in 2010 and 25% in 2009. The effective tax rate varies from year-to-year primarily due to changes in the Company’s pre-tax income and the amount of investment in tax-exempt municipal bonds.

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Investment Portfolio

Investment portfolio changes from December 31, 2010 to December 31, 2011:

State and political subdivision securities increased $42,793,000, or 16%, to $307,362,000. 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 size of the investment portfolio increased as the Company purchased state and political subdivision securities. These securities all had A or better credit ratings and maturities approaching fifteen 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. As of December 31, 2011, the Company had no mortgage-backed securities in its portfolio.

There was no single issuer of securities in the investment portfolio at December 31, 2011 for which the aggregate amortized cost exceeded 10% of total shareholders' equity.

Investments by Type

December 31,
(In thousands)       2011       2010       2009
State and political subdivisions   $ 307,362   $ 264,569   $ 224,597
Certificates of deposit 3,250      
       Total investments $      310,612 $      264,569 $      224,597
 
Investment Securities by Maturity
(At December 31, 2011)
 
Within 1 Over 1 to 5 Over 5 to Over
(In thousands)       Year       Years       10 Years       10 Years       Yield
State and political subdivisions $ 13,262 $ 44,131   $ 124,680   $      125,289   5.49 %
Certificates of deposit 3,250           .47 %
       Total investments $      16,512   $      44,131 $      124,680 125,289 5.44 %
Weighted average yield1 5.67 % 6.01 % 5.46 % 5.32 %       5.44 %

1      Weighted average yield is presented on a tax-equivalent basis assuming a tax rate of 35%.

Deposits and Accounts and Drafts Payable

Noninterest-bearing demand deposits increased $18,859,000, or 17%, from December 31, 2010 to $131,956,000 at December 31, 2011. The average balances of these deposits increased $18,965,000, or 17%, from 2010 to $132,603,000 in 2011. These balances are primarily maintained by commercial customers and churches and can fluctuate on a daily basis.

Interest-bearing deposits increased $10,919,000, or 3%, from December 31, 2010 to $416,412,000 at December 31, 2011. The average balances of these deposits increased to $408,734,000 in 2011 from $356,458,000 in 2010. This increase came from new and existing customers who transferred deposits from other institutions.

Accounts and drafts payable generated by the Company in its payment processing operations increased $79,094,000, or 15%, from December 31, 2010 to $595,201,000 at December 31, 2011. The average balance of these funds increased $63,318,000, or 12%, from 2010 to $596,935,000 in 2011. The increase relates to the increase in transportation invoice dollars processed. 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.

The Dodd-Frank Act, which was signed into law on July 21, 2010, permanently increased the FDIC insurance limit to $250,000 (retroactive to January 1, 2008), repealed the prohibition against paying interest on demand deposits (effective July, 21, 2011), and extended the Transaction Account Guaranty Program (i.e., unlimited FDIC insurance coverage for certain non-interest bearing demand deposit accounts) to December 31, 2012.

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Maturities of Certificates of Deposits of $100,000 or More

(In thousands)       December 31, 2011
Three months or less $      55,519
Three to six months 46,644
Six to twelve months   6,714
Over twelve months   9,037
Total $ 117,914

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, 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, which totaled $235,962,000 at December 31, 2011, an increase of $97,033,000, or 70%, from December 31, 2010. At December 31, 2011 these assets represented 18% of total assets. The Company increased liquid assets during 2011 as a result of the increase in deposits and accounts and drafts payable. 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 $310,612,000 at December 31, 2011, an increase of $46,043,000 or 17% from December 31, 2010. These assets represented 24% of total assets at December 31, 2011 and were primarily state and political subdivision securities. Of the total portfolio, 5% mature in one year or less, 14% mature after one year through five years and 81% mature after five years. The Company sold $5,887,000 in securities available-for-sale during 2011.

As of December 31, 2011, the Bank had unsecured lines of credit at correspondent banks to purchase federal funds up to a maximum of $88,000,000 at the following banks: Bank of America, $20,000,000; 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. The Company had secured lines of credit with the Federal Home Loan Bank of $132,578,000 collateralized by commercial mortgage loans. There were no amounts outstanding under any of the lines of credit discussed above at December 31, 2011 or 2010.

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 2011, 2010 and 2009 were $25,642,000, $23,776,000, and $19,079,000 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 2012. The Company anticipates the annual capital expenditures for 2012 will be consistent with the last few years and, accordingly, should range from $1 million to $3 million. As in the past, 2012 capital expenditures are expected to consist primarily of equipment and software related to its 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.

20



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. Higher levels of economic activity increase both fee income (as more invoices are processed) and balances of accounts and drafts payable generated (as more invoices are processed) from the Company’s transportation customers.

The relative level of energy costs can impact the Company’s earnings and available liquidity. Higher levels of energy costs will tend to increase transportation and utility invoice amounts resulting in a corresponding increase in accounts and drafts payable. Increases in accounts and drafts payable generate higher interest income and improve 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 2011, new business was added in both the Information Services and Banking Services segments.

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, 2011 as shown in Item 8, Note 2 of this report.

In 2011, cash dividends paid were $.61 per share for a total of $6,279,000, an increase of $831,000, or 15%, compared to $.53 per share for a total of $5,448,000 in 2010. The increase is attributable primarily to the per share amount paid and the 10% stock dividend paid by the Company in December 2011.

Shareholders' equity was $160,548,000, or 12%, of total assets, at December 31, 2011, an increase of $18,454,000 over the balance at December 31, 2010. This increase resulted from net income of $23,009,000, $1,256,000 related to stock bonuses and an increase in other comprehensive income of $7,240,000 offset by cash dividends paid of $6,279,000, the pension adjustment per FASB ASC 715 of $6,713,000, $27,000 from the 10% stock dividend paid by the Company and $32,000 in foreign currency translation.

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 and prudent and sound banking principles. As of December 31, 2011, unappropriated retained earnings of $20,465,000 were available at the Bank for the declaration of dividends to the Company without prior approval from regulatory authorities.

On October 17, 2011, the Board of Directors re-authorized the repurchase of up to 330,000 shares of the Company’s common stock, pursuant to a treasury stock buyback program maintained by the Company. Under the program, the Company repurchased 12,000 shares (not restated for 10% stock dividend) for an aggregate purchase price of $467,000 in 2010. There were no repurchases in 2011. As of December 31, 2011, 330,000 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, 2011, no amounts have been accrued for any estimated losses for these instruments.

21



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, 2011, the balance of loan commitments, standby and commercial letters of credit were $10,485,000, $22,302,000 and $4,518,000, 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, 2011:

Amount of Commitment Expiration per Period
Less than 1 1-3   3-5 Over 5
(In thousands)       Total       Year       Years       Years        Years
Operating lease commitments $ 1,664   $ 615 $ 807 $ 242 $
Time deposits   131,081   119,394   9,097 2,590
       Total $    132,745 $    120,009 $    9,904 $    2,832 $   

During 2011, the Company contributed $9,000,000 to its noncontributory defined benefit pension plan. The contribution had no significant effect on the Company’s overall liquidity. In determining pension expense, the Company makes several assumptions, including the discount rate and long-term rate of return on assets. These assumptions are determined at the beginning of the plan year based on interest rate levels and financial market performance. For 2011 these assumptions were as follows:

Assumption       Rate
Weighted average discount rate   5.75 %
Rate of increase in compensation levels 4.00 %
Expected long-term rate of return on assets 7.25 %

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, twelvemonth 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.

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Another measurement tool used by management is net interest income simulation, which forecasts net interest income during the coming twelve 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, 2011, 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 twelve 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, 2011:

Change in Interest Rates        % Change in Net Interest Income        % Change in Fair Market Value of Equity
+200 basis points 9% 12%
+100 basis points   5%   6%
Stable rates   —— ——
-100 basis points (1%) (5%)
-200 basis points (2%) (7%)

Interest Rate Sensitivity Position

The following table presents the Company’s interest rate risk position at December 31, 2011 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 $    237,987 $    31,461 $    11,553 $    22,504 $    330,113 $    37,204 $    670,822
                     Tax-exempt 29 714 743
              Securities1 :
                     Tax-exempt 2,965 2,028 8,269 44,131 249,969 307,362
                     Certificates of deposit 3,250 3,250
              Federal funds sold and other
                     short-term investments 223,383 223,383
Total earning assets $ 461,370 $ 34,455 $ 16,831 $ 30,773 $ 374,958 $ 287,173 $ 1,205,560
Interest-sensitive liabilities:
              Money market accounts $ 175,961 $ $ $ $ $ $ 175,961
              Now accounts 81,333 81,333
              Savings deposits 28,037 28,037
              Time deposits:  
                     $100K and more 55,518 46,644 6,715 9,037 117,914
                     Less than $100K 5,839 3,554 1,125 2,649   13,167
              Federal funds purchased and
                     other short-term borrowing
Total interest-bearing liabilities $ 285,331 $ 61,357   $ 50,198   $ 7,840 $ 11,686 $ $ 416,412
Interest sensitivity gap:        
       Periodic $ 176,039   $ (26,902 ) $ (33,367 )   $ 22,933   $ 363,272   $ 287,173 $ 789,148
       Cumulative   176,039   149,137   115,770 138,703 501,975 789,148 789,148
Ratio of interest-bearing assets
       to interest-bearing liabilities:
       Periodic 1.62 0.56 0.34 3.93 32.09 0.00 2.90
       Cumulative 1.62 1.43 1.29 1.34 2.21 2.90 2.90

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)       2011       2010
Assets
Cash and due from banks $      12,579 $      12,277
Interest-bearing deposits in other financial institutions 123,551 67,299
Federal funds sold and other short-term investments 99,832 59,353
              Cash and cash equivalents 235,962 138,929
Securities available-for-sale, at fair value 310,612 264,569
 
Loans 671,565 708,633
              Less: Allowance for loan losses 12,954 11,891
                     Loans, net 658,611 696,742
Premises and equipment, net 9,587 9,617
Investments in bank-owned life insurance 14,375 14,191
Payments in excess of funding 61,378 33,609
Goodwill 7,471 7,471
Other intangible assets, net 161 268
Other assets 21,144 22,639
                     Total assets $ 1,319,301 $ 1,188,035
 
Liabilities and Shareholders’ Equity
Liabilities:
Deposits
              Noninterest-bearing $ 131,956 $ 113,097
              Interest-bearing 416,412 405,493
                     Total deposits 548,368 518,590
Accounts and drafts payable 595,201 516,107
Other liabilities 15,184 11,244
                     Total liabilities 1,158,753 1,045,941
 
Shareholders’ Equity:
Preferred stock, par value $.50 per share; 2,000,000
       shares authorized and no shares issued
Common stock, par value $.50 per share; 20,000,000
       shares authorized and 10,890,163 and 9,949,324 shares  
       issued at December 31, 2011 and 2010, respectively   5,445 4,975
Additional paid-in capital 80,971   46,653
Retained earnings 89,853 107,263
Common shares in treasury, at cost (532,233 and 561,533  
       shares at December 31, 2011 and 2010, respectively)   (12,968 ) (13,549 )
Accumulated other comprehensive loss (2,753 ) (3,248 )
                     Total shareholders’ equity 160,548 142,094
                            Total liabilities and shareholders’ equity $ 1,319,301 $ 1,188,035

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) 2011       2010       2009
Fee Revenue and Other Income:
Information services payment and processing revenue $      60,688 $      54,183 $      48,665
Bank service fees 1,354 1,410 1,324
Gains on sales of securities 43 697
Other 739 553 552
              Total fee revenue and other income 62,824 56,146 51,238
 
Interest Income:
Interest and fees on loans 39,515 39,785 36,003
Interest and dividends on securities:
              Taxable 41 43 58
              Exempt from federal income taxes 9,993 8,704 7,553
Interest on federal funds sold and
       other short-term investments 686 514 170
              Total interest income 50,235 49,046 43,784
 
Interest Expense:
Interest on deposits 4,374 4,875 4,924
Interest on short-term borrowings 23
Interest on subordinated convertible debentures 106
              Total interest expense 4,374 4,875 5,053
                     Net interest income 45,861 44,171 38,731
Provision for loan losses 2,150 4,100   2,050
                     Net interest income after provision for loan losses 43,711 40,071 36,681
                     Total net revenue 106,535 96,217 87,919
 
Operating Expense:
Salaries and employee benefits   56,573 51,368 50,614
Occupancy 2,318   2,485   2,396
Equipment 3,525 3,561 3,348
Amortization of intangible assets 107 107 222
Other operating 12,506   10,763 9,805
              Total operating expense   75,029 68,284 66,385
                     Income before income tax expense 31,506 27,933 21,534
Income tax expense 8,497 7,623 5,405
                     Net income $ 23,009 $ 20,310 $ 16,129
 
Basic Earnings Per Share $ 2.23 $ 1.98 $ 1.60
Diluted Earnings Per Share 2.21 1.95 1.57

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)       2011       2010       2009
Cash Flows From Operating Activities:
Net income $      23,009 $      20,310 $      16,129  
Adjustments to reconcile net income to net cash provided
       by operating activities:
              Depreciation and amortization 4,528 4,026 4,039
              Net gains on sales of securities (43 ) (697 )
              Stock-based compensation expense 1,390 1,472 1,881
              Provisions for loan losses 2,150 4,100 2,050
              Deferred income tax expense (benefit) 2,145 1,268 (650 )
              Decrease in income tax liability (192 ) (487 ) (869 )
              Decrease in pension liability (6,817 ) (4,259 ) (398 )
              FDIC insurance prepayment (2,124 )
              Other operating activities, net (528 ) (2,654 ) (282 )
              Net cash provided by operating activities 25,642 23,776 19,079
 
Cash Flows From Investing Activities:
Proceeds from sales of securities available-for-sale 5,930 21,906
Proceeds from maturities of securities available-for-sale 18,510 4,770 5,655
Purchase of securities available-for-sale   (61,768 ) (49,944 ) (51,160 )
Net decrease (increase) in loans 35,981   (67,169 ) (50,198 )
Increase in payments in excess of funding (27,769 )   (10,972 )   (772 )
Purchases of premises and equipment, net   (1,925 ) (1,190 )   (1,077 )
              Net cash used in investing activities (31,041 ) (124,505 ) (75,646 )
 
Cash Flows From Financing Activities:
Net increase (decrease) in noninterest-bearing demand deposits 18,859 (54 ) 9,851
Net increase in interest-bearing demand and savings deposits 36,956 39,392 104,390
Net (decrease) increase in time deposits (26,037 ) 41,376 46,094
Net increase (decrease) in accounts and drafts payable 79,094 85,856 (48,774 )
Cash dividends paid (6,279 ) (5,448 ) (4,925 )
Purchase of common shares of treasury (467 )
Other financing activities, net (161 ) (291 ) (260 )
              Net cash provided by financing activities 102,432 160,364 106,376
Net increase in cash and cash equivalents 97,033 59,635 49,809
Cash and cash equivalents at beginning of year 138,929 79,294 29,485
Cash and cash equivalents at end of year $ 235,962 $ 138,929 $ 79,294
 
Supplemental information:
              Cash paid for interest $ 4,424 $ 4,893 $ 5,128
              Cash paid for income taxes 6,287 7,934 5,677

See accompanying notes to consolidated financial statements.

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

Accumulated
Additional Other
Common Paid-in Retained Treasury Comprehensive Comprehensive
(In thousands except per share data)   Stock   Capital   Earnings   Stock   Loss   Total   Income (Loss)
Balance, December 31, 2008 $   4,975 $     45,746 $     81,197 $     (18,264 ) $         (7,413 ) $     106,241
Net income 16,129 16,129 16,129
Cash dividends ($.48 per share) (4,925 ) (4,925 )
Other comprehensive income (loss):
       Reclassification adjustments for gains  
              included in net income, net of tax (453 ) (453 )   (453 )
       Net unrealized gain on securities        
              available-for-sale, net of tax 6,145   6,145 6,145
FASB ASC 715 adjustment, net of tax       1,540 1,540 1,540
Issuance of 42,500 common shares pursuant        
       to stock-based compensation plan, net     (910 )   910  
Exercise of stock options (388 ) 408     20
Stock-based compensation expense 1,881   1,881
Subordinated debenture conversion (633 ) 3,623 2,990
Balance, December 31, 2009 $ 4,975 $ 45,696 $ 92,401 $ (13,323 ) $ (181 ) $ 129,568
       Comprehensive income for 2009 $         23,361
 
Net income 20,310 20,310 20,310
Cash dividends ($.53 per share) (5,448 ) (5,448 )
Purchase of 13,200 shares (467 ) (467 )
Other comprehensive income (loss):
       Net unrealized loss on securities
              available-for-sale, net of tax (2,149 ) (2,149 ) (2,149 )
FASB ASC 715 adjustment, net of tax (918 ) (918 ) (918 )
Issuance of 16,664 common shares pursuant
       to stock-based compensation plan, net (349 ) 108 (241 )
Exercise of stock options and SARs (166 ) 133 (33 )
Stock-based compensation expense 1,472 1,472
Balance, December 31, 2010 $ 4,975 $ 46,653 $ 107,263 $ (13,549 ) $ (3,248 ) $ 142,094
       Comprehensive income for 2010 $ 17,243
 
Net income 23,009 23,009 23,009
Cash dividends ($.61 per share) (6,279 ) (6,279 )
Stock dividend 470 33,643 (34,140 ) (27 )
Other comprehensive income (loss):
       Net unrealized gain on securities
              available-for-sale, net of tax 7,268 7,268 7,268
       Reclassification adjustments for gains
              included in net income, net of tax (28 ) (28 ) (28 )
FASB ASC 715 adjustment, net of tax (6,713 ) (6,713 ) (6,713 )
Issuance of 28,611 common shares pursuant
       to stock-based compensation plan, net (519 ) 436 (83 )
Exercise of stock options and SARs (196 ) 145 (51 )
Stock-based compensation expense 1,390 1,390
Foreign currency translation (32 ) (32 ) (32 )
Balance, December 31, 2011 $ 5,445 $ 80,971 $ 89,853 $ (12,968 ) $ (2,753 ) $ 160,548
       Comprehensive income for 2011 $ 23,504

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, utility, 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. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany transactions. Certain amounts in the 2010 consolidated financial statements have been reclassified to conform to the 2011 presentation. Such reclassifications have no effect on previously reported net income or shareholders’ equity. The Company issued a 10% stock dividend on December 15, 2011. 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 whether it has the ability and intent to hold the investment until a marketplace recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. 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 The allowance for loan losses 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 allowance for loan losses. Management’s approach, which provides for general and specific allocations, is based on current economic conditions, past losses, collection experience, risk characteristics of the portfolio, assessments of collateral values by obtaining independent appraisals for significant properties, and such other factors which, in management’s judgment, deserve current recognition in estimating loan losses.

Management believes the allowance for loan losses is adequate to absorb probable losses in the loan portfolio. While management uses all available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to increase the allowance for loan losses based on their judgments and interpretations about information available to them at the time of their examination.

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 over their respective estimated useful lives.

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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 the lower of its cost, which is the unpaid principal balance of the related loan plus foreclosure costs, or 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 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, transportation and environmental information. The Company also processes, pays and generates management information from electric, gas, telecommunications 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.

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 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, adjusted for the net income effect of the interest expense on the outstanding convertible debentures, by the sum of the weighted average number of common shares outstanding and the weighted average number of potential common shares outstanding.

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Stock-Based Compensation The Company follows FASB ASC 718 “Accounting for Stock Options and Other Stock-based Compensation” 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, 2011, 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,” which requires companies to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position 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. There have been no significant changes in the Company’s long-term rate of return assumptions for the past three fiscal years ended December 31 and management believes they are not reasonably likely to change in the future. Pursuant to ASC 715, the Company has recognized the funded status of its defined benefit postretirement plan in its consolidated balance sheet and has recognized changes in that funded status through comprehensive income.

Impact of New and Not Yet Adopted Accounting Pronouncements

In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05 – Comprehensive Income (ASC Topic 220) Presentation of Comprehensive Income. This ASU improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. This ASU requires companies to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. ASU No. 2011-12 deferred the presentation of reclassification adjustments and superseded certain pending paragraphs in ASU No. 2011-05. As these ASU’s address financial statement presentation, the adoptions will not impact the Company’s consolidated financial statements or results of operations.

In September 2011, the FASB issued ASU No. 2011-08 – Intangibles Goodwill and Other (ASC Topic 350) Testing of Goodwill for Impairment. This ASU simplifies how entities test goodwill for impairment. The amendments under this ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. This ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements or results of operations.

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 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 to risk-weighted assets, and of Tier I capital to average assets. Management believes that as of December 31, 2011 and 2010, the Company and the Bank met all capital adequacy requirements to which they are subject.

The Bank is also subject to the regulatory framework for prompt corrective action. As of December 31, 2011 and 2010 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, 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.

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Subsidiary dividends are a significant source of funds for payment of dividends by the Company to its shareholders. At December 31, 2011, unappropriated retained earnings of $20,465,000 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.

There were no restricted funds on deposit used to meet regulatory reserve requirements at December 31, 2011 and 2010.

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

Capital Requirement to be
Actual Requirements Well Capitalized
(In thousands) Amount   Ratio Amount   Ratio Amount   Ratio
At December 31, 2011
Total capital (to risk-weighted assets)
       Cass Information Systems, Inc. $ 166,605    19.03 % $ 70,033    8.00 % $ N/A N/A %
       Cass Commercial Bank 66,851 12.71 42,070 8.00 52,588 10.00
Tier I capital (to risk-weighted assets)
       Cass Information Systems, Inc. 155,638 17.78 35,016 4.00 N/A N/A
       Cass Commercial Bank 60,248 11.46 21,035 4.00 31,553 6.00
Tier I capital (to average assets)
       Cass Information Systems, Inc. 155,638 11.53 40,502 3.00 N/A N/A
       Cass Commercial Bank 60,248 9.49 19,044 3.00 31,741 5.00
At December 31, 2010
Total capital (to risk-weighted assets)
       Cass Information Systems, Inc. $      148,659 16.82 % $      70,695 8.00 % $      N/A N/A %
       Cass Commercial Bank 58,838 10.72 43,916 8.00   54,895 10.00
Tier I capital (to risk-weighted assets)      
       Cass Information Systems, Inc.   137,603 15.57     35,348 4.00 N/A N/A
       Cass Commercial Bank 51,955 9.46 21,958 4.00   32,937 6.00
Tier I capital (to average assets)  
       Cass Information Systems, Inc. 137,603 11.18 36,923 3.00 N/A   N/A
       Cass Commercial Bank       51,955       8.92       17,472       3.00       29,121       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, 2011 and 2010 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, 2011
Gross Gross
Amortized Unrealized Unrealized
(In thousands) Cost Gains Losses Fair Value
State and political subdivisions $ 287,585 $ 19,797 $ 20 $ 307,362
Certificates of deposit 3,250 3,250
       Total $ 290,835 $ 19,797 $ 20 $ 310,612
  
December 31, 2010
Gross Gross
Amortized Unrealized Unrealized
(In thousands) Cost   Gains   Losses Fair Value
State and political subdivisions   $ 255,929 $ 9,829 $ 1,189   $      264,569
       Total       $      255,929       $      9,829       $      1,189       $ 264,569

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

December 31, 2011
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 $ 4,362 $ 20 $ $ $ 4,362 $ 20
Certificates of deposit
       Total $ 4,362 $ 20 $ $ $ 4,362 $ 20
    
December 31, 2010
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 $ 53,741 $ 1,189   $   $   $      53,741   $ 1,189
       Total       $      53,741       $      1,189       $            $            $ 53,741       $      1,189

There were 7 securities (none greater than 12 months) in an unrealized loss position as of December 31, 2011 compared to 61 securities (none greater than 12 months) in an unrealized loss position as of December 31, 2010 . 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 and the Company has the ability and intent to hold these securities until maturity.

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, 2011
(In thousands) Amortized Cost Fair Value
Due in 1 year or less $ 16,289 $ 16,512
Due after 1 year through 5 years 41,109 44,131
Due after 5 years through 10 years   114,454 124,680
Due after 10 years 118,983   125,289
No stated maturity  
       Total       $      290,835       $      310,612

The amortized cost of debt securities pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes at December 31, 2011 and 2010 were $3,250,000 and $27,776,000 respectively.

Proceeds from sales of debt securities classified as available-for-sale were $5,930,000 in 2011, $0 in 2010, and $21,906,000 in 2009. Gross realized gains on the sales in 2011, 2010 and 2009 were $48,000, $0 and $699,000, respectively; gross realized losses on sales in 2011, 2010 and 2009 were $5,000, $0 and $2,000, respectively.

Note 4
Loans

The Company originates commercial, industrial and real estate loans to businesses and churches 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 are extended to privately-held commercial companies 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 churches in its market area and selected cities in the United States.

A summary of loan categories is as follows:

December 31,
(In thousands) 2011 2010
Commercial and industrial       $      136,916       $      135,061
Real estate
       Commercial:
              Mortgage 140,848 152,215
              Construction   9,067 18,434
       Church, church-related:
              Mortgage 347,726 365,378
              Construction 36,497   36,318
Other 511 1,227
       Total loans $ 671,565 $ 708,633

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The following table presents the aging of loans by loan categories at December 31, 2011:

Performing Nonperforming
90 Days
30-59 60-89 and Non Total
(In thousands) Current Days Days Over Accrual Loans
Commercial and industrial $ 136,850 $      $ 10 $ $ 56 $ 136,916
Real estate
       Commercial:
              Mortgage 139,249 137 29 1,433 140,848
              Construction 9,067 9,067
       Church, church-related:
              Mortgage   347,506 220 347,726
              Construction   36,497           36,497
Other 511   511
Total       $      669,680       $ 137       $      10       $      29       $      1,709       $      671,565

The following table presents the aging of loans by loan categories at December 31, 2010:

Performing Nonperforming
90 Days
30-59 60-89 and Non Total
(In thousands) Current Days Days Over Accrual Loans
Commercial and industrial $ 134,936 $ 79 $ $ $ 46 $ 135,061
Real estate
       Commercial:
              Mortgage   151,581 145 489 152,215
              Construction 18,434 18,434
       Church, church-related:
              Mortgage 363,424 1,924 30 365,378
              Construction 36,318       36,318
Other   1,227   1,227
Total       $      705,920       $      2,148       $            $            $      565       $      708,633

The following table presents the credit exposure of the loan portfolio by internally assigned credit grade as of December 31, 2011:

Loans Performing Nonperforming
Subject to Loans Subject to Loans Subject to
Normal Special Special Total
(In thousands) Monitoring1 Monitoring2 Monitoring2 Loans
Commercial and industrial $ 132,475 $ 4,385 $ 56 $ 136,916
Real estate
       Commercial:
              Mortgage 125,850 13,536 1,462 140,848
              Construction 9,067 9,067
       Church, church-related:
              Mortgage 336,727 10,779 220 347,726
              Construction   36,497 36,497
Other 511   511
Total       $      641,127       $      28,700       $      1,738       $      671,565

1 Loans subject to normal monitoring involve borrowers of acceptable-to-strong credit quality and risk, who have the apparent ability to satisfy their loan obligation.
2       Loans subject to special monitoring possess some credit deficiency or potential weakness which requires a high level of management attention.

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The following table presents the credit exposure of the loan portfolio by internally assigned credit grade as of December 31, 2010:

Loans Performing Nonperforming
Subject to Loans Subject to Loans Subject to
Normal Special Special Total
(In thousands) Monitoring1 Monitoring2 Monitoring2 Loans
Commercial and industrial $ 130,148 $ 4,867 $ 46 $ 135,061
Real estate
       Commercial:
              Mortgage 143,009 8,717 489 152,215
              Construction 18,434 18,434
       Church, church-related:
              Mortgage 353,578 11,770 30 365,378
              Construction 36,318     36,318
Other   1,227   1,227
Total       $      682,714       $      25,354       $      565       $      708,633

1 Loans subject to normal monitoring involve borrowers of acceptable-to-strong credit quality and risk, who have the apparent ability to satisfy their loan obligation.
2       Loans subject to special monitoring possess some credit deficiency or potential weakness which requires a high level of management attention.

Impaired loans consist primarily of nonaccrual loans, loans greater than 90 days past due and still accruing interest and troubled debt restructurings, both performing and non-performing. Troubled debt restructuring involves the granting of a concession to a borrower experiencing financial difficulty resulting in the modification of terms of the loan, such as changes in payment schedule or interest rate. The allowance for loan losses related to impaired loans was $1,066,000 and $120,000 at December 31, 2011 and 2010, respectively. There were no impaired loans without a valuation allowance at December 31, 2011 or 2010. Nonaccrual loans were $1,709,000 and $565,000 at December 31, 2011 and 2010, respectively. Loans delinquent 90 days or more and still accruing interest were $29,000 and $0 at December 31, 2011 and 2010, respectively. At December 31, 2011 there were two loans totaling $4,479,000 classified as troubled debt restructuring, with a total pre-modification loan balance of $4,486,000; there were no troubled debt restructurings at December 31, 2010. The average balances of impaired loans during 2011, 2010 and 2009 were $5,276,000 $1,130,000 and $1,568,000, respectively. Income that would have been recognized on non-accrual loans under the original terms of the contract was $107,000, $83,000 and $134,000 for 2011, 2010 and 2009, respectively. Income that was recognized on nonaccrual loans was $102,000, $35,000 and $131,000 for 2011, 2010 and 2009 respectively. There are two foreclosed loans with a book value of $1,689,000 which have been reclassified as other real estate owned (included in other assets) as of December 31, 2011.

The following table presents the recorded investment and unpaid principal balance for impaired loans at December 31, 2011:

Unpaid Related
Recorded Principal Allowance for
(In thousands) Investment Balance Loan Losses
Commercial and industrial:
              Nonaccrual $ 56 $ 56 $      28
              Troubled debt restructurings still accruing 83 83 8
Real estate
       Commercial – Mortgage:
              Nonaccrual 1,433 1,433 149
              Past due 90 days or more and still accruing 29 29  
              Troubled debt restructurings still accruing 4,396 4,396 766
       Church – Mortgage:      
              Nonaccrual 220 220 115
Total impaired loans       $      6,217       $      6,217       $ 1,066

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The following table presents the recorded investment and unpaid principal balance for impaired loans at December 31, 2010:

Unpaid Related
Recorded Principal Allowance for
(In thousands) Investment Balance Loan Losses
Commercial and industrial:
              Nonaccrual $ 46 $ 46 $ 5
              Troubled debt restructurings still accruing
Real estate  
       Commercial – Mortgage:
              Nonaccrual 489 489 100
       Church – Mortgage:  
              Nonaccrual   30 30   15
Total impaired loans       $      565       $      565       $      120

The Company does not record loans at fair value on a recurring basis other than loans that are considered impaired. Once a loan is identified as impaired, management measures impairment in accordance with FASB ASC 310, “Allowance for Credit Losses”. At December 31, 2011, all impaired loans were evaluated based on the fair value of the collateral. The fair value of the collateral is based upon an observable market price or current appraised value and therefore, the Company classifies these assets as nonrecurring Level 2. The total principal balance of impaired loans measured at fair value at December 31,2011 and 2010 was $5,151,000 and $445,000.

A summary of the activity in the allowance for loan losses is as follows:

December 31, Charge- December 31,
(In thousands) 2010 Offs Recoveries Provision 2011
Commercial and industrial $ 2,732 $ 1,118 $ 58 $ 922 $ 2,594
Real estate
       Commercial:
              Mortgage 3,356 1,420 4,776
              Construction 269 (102 ) 167
       Church, church-related:
              Mortgage 5,135 28 1 (311 ) 4,797
              Construction 387   229 616
Other   12       (8 )   4
Total       $      11,891       $      1,146       $      59       $      2,150       $      12,954

Loan transactions involving executive officers and directors of the Company and its subsidiaries and loans to affiliates of executive officers and directors decreased during 2011 by $2,000 in payments, from an aggregate balance of $580,000 on January 1, 2011 to $578,000 at December 31, 2011. Such loans were made in the normal course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other persons, and did not involve more than the normal risk of collectability.

Note 5
Premises and Equipment

A summary of premises and equipment is as follows:

December 31,
(In thousands) 2011 2010
Land $ 873 $ 873
Buildings 10,491 10,491
Leasehold improvements 836 1,794
Furniture, fixtures and equipment 10,072 11,247
Purchased software 5,894 5,390
Internally developed software 2,650 3,283
$ 30,816   $ 33,078
Less accumulated depreciation     21,229 23,461
Total       $      9,587       $      9,617

35



Total depreciation charged to expense in 2011, 2010 and 2009 amounted to $1,955,000, $2,024,000, and $2,243,000, respectively.

The Company and its subsidiaries lease various premises and equipment under operating lease agreements, which expire at various dates through 2016. Rental expense for 2011, 2010 and 2009 was $598,000, $767,000 and $814,000, respectively. The following is a schedule, by year, of future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2011:

(In thousands) Amount
2012 614
2013 487
2014 321
2015 196
2016   46
Total       $      1,664

Note 6
Acquired Intangible Assets

The Company accounts for intangible assets in accordance with FASB ASC 350, “Goodwill and Other Intangible Assets,” which requires that intangibles with indefinite useful lives be tested annually for impairment and those with finite useful lives be amortized over their useful lives. Details of the Company’s intangible assets are as follows:

December 31, 2011 December 31, 2010
Gross Carrying Accumulated Gross Carrying Accumulated
(In thousands) Amount Amortization Amount Amortization
Assets eligible for amortization:
       Customer List $ 750 $ (589 ) $ 750 $ (482 )
              Total 750 (589 ) 750 (482 )
Unamortized intangible assets:  
       Goodwill1   7,698 (227 ) 7,698