Commerce Bancshares, Inc. (CBSH) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Commerce Bancshares, Inc. [Operator Instructions] It is now my pleasure to turn today's meeting over to David Kemper, Executive Chairman of Commerce Bancshares. Mr. Kemper, the floor is yours.

Good morning. The Annual Meeting of the shareholders of Commerce Bancshares will please come to order. On behalf of your Board of Directors and the officers of your company, I'm pleased to welcome those virtually attending the 2023 Annual Meeting of Shareholders. I'd like to start by introducing the members of your current Board of Directors, who are attending this meeting in person or virtually. Terry Bassham, retired Chief Executive Officer and President of Evergy Inc.; Blackford Brauer, President of Hunter Engineering; Kyle Chapman, President and Board member of Barry-Wehmiller Group; Karen Daniel, our retired Chief Financial Officer and Executive Director of Black & Veatch. Earl Devanny, our retired Chief Executive Officer of TractManager; John Kemper, President and CEO of Commerce Bancshares; Jonathan Kemper, Emeritus Chairman, Commerce Bank, Kansas City; June Fowler retired Senior Vice President of Communications, Marketing and Public Affairs at BJC HealthCare; Ben Rassieur, President of Paulo Products; Todd Schnuck, Chairman of the Board and Chief Executive Officer of Schnuck Markets; Christine Taylor, President and Chief Executive Officer of Enterprise Holdings; and Kimberly Walker, the retired Chief Investment Officer of Washington University of St. Louis. I call your attention to the rules of conduct set forth for this meeting. These were made available to each shareholder in the Document tab in the upper right corner of the screen. Before asking the secretary to present her report, any shareholders who have not submitted their proxies may do so at this time by clicking on the link provided online. Okay. The online voting will now be closed, and I'll ask our Secretary, Peggy Rowe to make her report. So Peggy?

An affidavit has been filed by our stock transfer agent, stating that notice of the annual meeting has been furnished to all shareholders of record as of February 15, 2023. The inspectors of election have filed with me their certificates, stating that proxies representing 109,111,266 shares of the 125,99,207 outstanding shares have been received, so a quorum is present.

The first matter to be presented to the shareholders today is the election of 4 directors to constitute the 2026 Class of Directors to serve til the 2026 Annual Meeting. At this time, I request the Secretary to present the nominations of the Board of Directors and the result of the voting. Peggy?

The Board of Directors nominated Blackford F. Brauer, W. Kyle Chapman, Karen L. Daniel, and David W. Kemper to the 2026 Class of Directors to be elected at this meeting. No other nominations were received. Based on the proxies submitted, each of the nominees has received a number of votes sufficient to elect all nominees with the majority of votes cast. A final report of the actual number of votes cast will be available online in the next few days.

On the basis of the report presented, the 4 nominees have been elected to the Board of a term of 3 years to serve until the 2026 Annual Meeting. The second matter is the ratification of the selection of KPMG as the company's independent registered public accounting firm for 2023. Peggy?

KPMG LLC selection as the company's independent registered public accounting firm was ratified by over 97% of the shares voted. A final report of the actual number of votes cast will be available online in the next few days.

On the basis of the report presented, KPMG has been ratified as the company's independent registered public accounting firm for 2023. Proposal 3 and 4 are the say-on-pay and say-on-pay frequency proposals, which are advisory votes on the compensation award of certain executive officers in the frequency of future say-on-pay votes. Peggy?

Based on the proxies submitted, votes for Proposal 3, say-on-pay, represented 91.89% of the votes cast. On Proposal 4, say-on-pay frequency, the 1-year frequency received the majority of votes cast. A final report of the actual number of votes cast will be available online in the next few days.

On the basis of the Secretary's report, Proposal 3, approving the compensation awarded to certain executive officers, passed. And the 1-year option for the frequency of future say-on-pay votes received the most votes under Proposal 4. Proposal 3 and 4 advisory votes are not binding on the company, but will be taken into consideration both by the compensation committee and by the Board as a whole. Proposal 5 seeks shareholder approval of the amendment of the company's Article of Incorporation to increase the numbers of share of authorized common stock.

Based on the proxies submitted, votes for Proposal 5 represented 85.24% of the outstanding shares. A final report of the actual number of votes cast will be available online in the next few days.

On the basis of the Secretary's report, Proposal 5 has been adopted. Proposal 6 seeks shareholder approval of the amendment and restatement of the Commerce Bancshares equity and spending plan, including an extension of the term of the plan. Peggy?

Based on proxies submitted, votes for Proposal 6 represented 94.87% of the votes cast. A final report of the actual number of votes cast will be available online in the next few days.

On the basis of the Secretary's report, Proposal 6 has been adopted. At this time, I'd like to introduce Stephen Penn and Brett Boyle of KPMG, the company's public accounting firm, who are attending this meeting virtually. Mr. Penn and Mr. Boyle will be available to answer any questions shareholders may have during the question period a little later in the meeting. Now I would like to turn the meeting over to John Kemper, President and CEO of the company, for a state-of-the-company presentation. John?

Okay. Thank you, and good morning, everyone. Very glad to be with everyone in this virtual format this morning. It's a great time at this annual meeting to reflect on the successes and the challenges of the past year. And of course, 2022 had its share of both. And as we've seen in 2023, some of these challenges for the banking industry continue to unfold. I think through this, though, you'll see though that your company has navigated some choppy waters with a good deal of success. The theme of our annual report this year is about people, growth and possibilities. And to me, the theme highlights the central role that our team members play in driving this institution forward. We're committed to growth, not for growth's sake alone, but because of the possibilities that it creates for our shareholders, for our customers and for those team members who choose to make a career at Commerce. I'm happy to be able to share some of the drivers of that growth today. And for more still, please take a look at our annual report that you can find on our Investor Relations website. I just offer the usual cautionary statements about forward-looking statements that you may hear today. And with that, we can step into the presentation itself. In our time this morning, I will try to cover 4 areas broadly. I'm going to talk about Commerce at a high level. I'll talk about what we see in the economy and in the banking industry. And looking ahead, we'll talk about how Commerce is positioned against this backdrop. And finally, we'll talk about our company's performance relative to the industry, including a few thoughts on the changing playing field that we see in 2023 and beyond. So here you see just a thumbnail Commerce or sort of a primer on one page. This is our 158th year in business. Our footprint is focused in the middle of the country that we have certain businesses, particularly in Payments, that span the entire country. You can see some of our end-of-year numbers along the bottom of this page. At about $32 billion in assets, we're the 43rd largest bank in the country by assets. We're the 21st largest by market capitalization as of year-end. And as we've discussed in the past, the reason for that strong valuation relative to our gross size is that we make money in a number of ways that does not rely so heavily on our balance sheet. We have a large B2B and consumer payments business. Also, we have a large Wealth Management business. You can see that we manage just shy of $38 billion in trust assets, which is a top 20 position among banks. We also do a fair amount of custody and administration work in that space as well. We have a very liquid, well-capitalized balance sheet, and we're a safe bank, which is not a bad thing to be in a world with as much uncertainty as we have today. You can see here our A1 baseline credit assessment that ranks among the top 5 banks in the country. Okay. Here, just a refresher on how we organize and how we go to market. Commerce operates as a super community bank. And to us, that means combining the best of both small and big. We strive to have the capabilities, the products, the sophistication that you might find at a larger bank, but we want to deliver these things in the context of deep relationships and excellent customer service. Our bankers are empowered to take care of their customers, and they're deeply engaged in the communities that we serve. Now sometimes this organizational model can be a tough thing to pull off, but we think it's well worth the effort. This has been a pretty distinctive niche for us over the years, and the formula has been a winning one over time. You can see that in any number of metrics, which we look at quite closely, measuring how engaged our employees are, how satisfied our customers are and also, of course, our shareholder returns over time. Shareholders like you tend to own our stock over the long term, and the reasons for doing so are manifold. I will just flag here a couple of things that we think distinguish Commerce, and this comes through in our conversations with shareholders again and again. We have diverse revenue sources. Typically, something like 40% of the top line comes from fee revenue, again, with particular strength in our Payments and our Wealth businesses. We have had historically, very core stable deposit funding, both on the consumer side and on the commercial side, which is valuable in all seasons, but particularly in times of elevated interest rates. We have also had very strong credit metrics over time and ample capital and earnings, which have supported our regular dividends. In fact, we've increased those dividends for 55 years straight now. And when you have all those things, you can provide strong shareholder returns while also investing for the long-term health of the franchise, which is something we keep in mind every day. Now underpinning all of this is our team and our distinctive culture. We spend a lot of time to actively shape that culture and to build, buy-in and understanding with our new teammates. It's our shared values, our shared language, our understanding of our shared direction that allows for us to communicate and execute effectively on our business model. Put simply, a culture is how we win. A part of our culture has to do with the way that we support our communities and the way that we support each other. When we measure a teammate engagement and enablement, we consistently outpace high-performing norms by nearly 10 percentage points, according to Korn Ferry, our survey administrator. This sort of engagement really is a competitive advantage for us, particularly in times like now where there's so much talent migration in a hot job market. Our culture allows us to do a better job of retaining top talent, also attracting new team members who can hit the ground running in a productive and a supporting environment. A lot of banks like to make headlines through financial investments and sponsorships in communities. We invest quite a bit of financial capital, of course. But what I'm equally proud of is the way that we invest our time. Our teammates serve on the boards of more than 500 nonprofit organizations in our communities. And the bank has received a CRA rating of Outstanding for more than 25 years and running. Here just for your reference, I list some recent recognition for the bank. And now I've got just a couple of slides about the economy and the banking environment. I'm going to focus on 2022 for a moment because that's the backdrop of our performance for last year and then we'll turn to some thoughts in 2023. So in 2022, of course, the big story was the battle to contain significantly inflated or elevated inflation. The Fed raised short-term interest rates by about 425 basis points over the course of the year. The economy did manage to eke out some real growth, although inflation eroded a lot of that growth in nominal terms. And employment remained robust, though we did start to see some cracks in certain sectors. And along the way, wage growth was quite strong. So for banks, this created an interesting environment. Really, I'd characterize it as some swirling wins that were, on balance, constructive to earnings, but at the same time, destabilizing over the longer term. The rising interest rate environment resulted in expanded interest margins that drove top line growth, even with mixed fee income revenue results. Credit was benign. Elevated expenses were something to watch as were capital levels that, on paper, were impaired by large unrealized losses in bond portfolios. And I think there, in retrospect, the seeds were sown for what we've seen in 2023. Now our goal is to be there for customers through all economic cycles. And that's how we think about risk appetite at Commerce. I'll come back to our positioning in the current economic environment in just a moment, but I do want to tell you a little bit about the ongoing investments that we're making in our business. In general, we think about our strategic posture as striking a balance between two things. First, continuously improving the functioning of our 157-year-old-and-counting core bank. And then second, making bets, hopefully innovative bets and investing in areas where we think we can drive long-term growth. We think about it like this. If we can get the continuous improvement part right in our core bank, if we can get more efficient, improve ourselves, build the best team and culture that we can, that, in turn, buys us the financial performance and the capital to place some of these longer-term bets. In our culture, we call these bets blue chips for the company. You can see some of those blue chips on the right side of this page. Among these, we're making a lot of technology investments these days. And to do that, we're guided by conversations with our customers and what those customers are asking for. You can see a lot of this in our rapidly improving digital offerings. So think of this as our customers front door. This area has been a real focus for us in recent years as customers have shown more appetite for digital interaction. In 2022, we had 29 customer-facing digital releases across our consumer and commercial platforms. So we're really committed to pushing those out at a regular clip. And if digital is our front door, I'm also happy to note the significant investments that we're making in the back of the house, so to speak, and we're doing that in an array of core applications. In 2022, we completed the installation and the stabilization of a new core deposit system. And building on that momentum, we have an ambitious but, I think, a carefully thought-out pipeline of core application upgrades, many of which you can see on this page, in areas like payments applications, lending systems and sales and service platforms. Now I'll spend just a few minutes walking through our three customer segments of our business. and I'll begin with Consumer. You can see here just a snapshot of the size of our business. We currently serve about 800,000 households representing $13 billion in deposits, a little less than $2 billion in loans on our balance sheet. And I would note that these numbers exclude loans and deposits in our Wealth segment, and we're also not counting mortgage balances here. We service these customers through a network of about 150 branches and 300 ATMs. But increasingly, as you can see at the bottom of this page, our emphasis is on growing our digital channel. Our app has a 4.7 star rating, which puts us on about the same footing as best-in-class banks. Again, a theme here is related to our investment in digital, but we're using that investment hopefully to deliver a truly human connection and service. To us, these are the ingredients of superior customer experience. We are particularly enthusiastic about our CONNECT mobile app. This is an app that allows customers to select a banker with whom they'd like to work. Consultations can happen over a secure chat. Customers have a chance to know who they're working with, and we hope to build a relationship. We've measured customer satisfaction in this area as we've gotten the app off the ground. And the satisfaction level is really off the charts at 98%. To us, these represent great interactions with customers who otherwise may have taken their questions elsewhere. Now on the Commercial side, you can see here, again, a snapshot of our loan and our deposit footings, you can also see the quite significant revenue associated with this segment. Our capabilities in the Commercial space span a broad array of products and services. Our goal is to be the full service partner to any customer, any Commercial customer, and that means helping them with credit, with deposits, with any services and advice that they may require. A large part of our profitable growth in recent years has come from our so-called expansion markets, which are markets outside of our legacy footprint where we planted a flag in the last 15 years or so. You can see these markets enumerated on this page. You can also get a sense for the loan growth over time. And just as important as that loan growth is the fee growth, which has doubled in the last 5 years. To date, the lion's share fee growth has been in the Commercial space. We're also growing our Wealth Management footprint, however, and that will be, I think, a big part of our story in years to come in these geographies. I talked about the importance of our commercial payments franchise. This slide gives some dimension to that business. It's an area where we compete against really the largest players, both banks and nonbanks, and where we have a good deal of success. We really like this business because of the value that it brings to our customers as well as some really excellent risk return characteristics that it's able to deliver to our franchise and to our shareholders. Within our Payments business, Healthcare is our largest customer vertical. You can get a sense here for how this business is national in scale. We partner with 3,000-plus healthcare providers across the country, including more than 500 hospitals, all in all, spanning 48 states. We have solutions that address the entire revenue cycle for providers and also include patient solutions that improve their experience. We also provide traditional banking services, including investment management. The services market in healthcare, I will admit is pretty crowded with tech players and others. But we're finding that our identity as a stable bank that is focused on this vertical has been pretty distinctive and compelling to our customers. Now last, I'd like to say just a few words about our third and our final business segment, the Wealth Management business. You can see where we stack up against bank-owned trust companies. Again, this is an area where we are really outsized, relative our balance sheet. As of year-end, we oversaw about $60 billion in client assets, around 2/3 of which we actively manage. This is a business with, again, very nice financial return characteristics, relatively low risk and steady. Most importantly, it's complementary to everything else that we do for our customers, families, for commercial customers and institutions, and it really does allow us to build deep and enduring relationships. You can see some of the growth initiatives, which I lay out on the left side of this page. We're particularly excited about some of our expansion plans, as I mentioned earlier. We've recently committed to growing our Wealth teams in both Dallas and Naples, Florida with some new additions to our team. So again, I think that's going to be a big part of our story, going forward, as we look to expand that footprint. So now I will close with a recap of our performance in 2022. Also just kind of share a few thoughts about how we're positioned in the current environment. You can see, our metrics for the year were strong. Net income came in at $488 million or $3.85 per share returns on assets and equity at 1.45% and 17.3%, respectively, ranked among the highest in our peer set. Shrinking balance sheet, I think, is reflective of the Fed's hawkish policy and also quantitative tightening in the marketplace right now. But our margin expansion, fortunately, was able to more than offset that pressure on the balance sheet. And you can see that in our net interest income growth. We did post modest loan growth on the year, and you can see that also that our long-term returns remain strong with about 7% of annualized out-performance, which -- that's over -- that's annualized over 15 years. So that really compounds over time. Okay. And here's a little more detail on the earnings for 2022. You can see the big swing relative to 2021 was in the provision line, as we stopped having such dramatic reserve releases and got back to a more normal level of credit provisioning. So stripping out some of that noise, you can see, I think, pretty solid underlying results, and we are certainly happy with the way that the year came in. I'd like to just point out the diversity of our revenues and really the high-quality mix of fee income relative to our peers. While we were down a little bit this year on fee income, and that was, of course, related to some depressed asset values in our Wealth segment and also diminished mortgage volume, among other things, we are nonetheless committed to growing that fee revenue over time. And zooming out a little, these diversified businesses offer returns on capital and allow us to generate, I think, some really solid and acceptable returns to our shareholders without reaching for undue risk. And that risk posture, I think you can see in our credit performance over time. Of course, the industry has taken very few losses in recent years. But at some point, credit quality really will matter again, and we are trying to underwrite with that correction in mind. And again, over long stretches of time, I think you can see that, that posture has served us well and that we tended, in fact, to outperform in recessionary times. That's just a view of our return on assets over the years. We're still in a very strong position, relative to our peers, on capital and liquidity, with, I think, some really solid core funding and also quite a bit of lending capacity. You can see our low loan-to-deposit ratio here. These are end-of-year numbers on this slide. And summarizing that relative performance to peers, here, you can see how we stack up on both returns and safety. So looking here at ROAs, ROEs and capital levels and problem loans, so among the top handful, relative to our peers, in just about every category. This annual meeting is, of course, about 2022, but I will just note that yesterday, we released our earnings for the first quarter of 2023, and I would direct you to our investor website, where you can find a full presentation on these results. Earnings were up very slightly from last year. Returns on assets and equity remain solid. Of course, the big question for banks this quarter has to do with liquidity and with the unrealized loss in long-dated assets and what that does for capital ratios. We did share a little bit of additional information on this very topic in some supplementary materials that we provided. And I think we feel very good about this. We're in a very solid footing in this regard. You can see we have a lot of borrowing capacity, should we need it. And we had about $1.3 billion of extra cash on deposit at the Fed at quarter end. We have thus far chosen not to access the Fed's discount window, though that is certainly available to us, should we ever want to do so. Our asset book is relatively short, and we have about $2.7 billion of cash flow that will come at us over the next 12 months as debt securities and repo agreements mature. We have very low levels of uninsured deposits and again, a very low loan-to-deposit ratio. And every measure of capitalization that we look at looks healthy, even those that strip out AOCI marks from our balance sheet. Again, everyone's talking about deposits right now. This slide looks at our deposit flows throughout the quarter. I would say that we scrutinize these quite a bit and they look very ordinary. This shows about $900 million of what I'd call normal seasonal declines in January before the banking news sort of broke in March. And then we saw really very marginal declines over the rest of the quarter. We had a lot of customer -- Commercial customer discussions throughout this quarter. But we've seen very little business move to other banks after the news at Silicon Valley and Signature. And as we've said before, going into the year, we expected continued pressure on deposits as 2023. I think that remains true, just given the Fed's posture and also the yields that are available in non-bank liability products right now. So a lot of client conversations continue to happen. When appropriate, we've been able to take care of our customers with off-balance sheet sweeps and laddering investments for them. We continue to focus on accommodating our customers to ensure that they're leaving the right balances in their operating accounts for daily needs and that we're doing what is right for them and right for the relationship. We did have a little bit of some CD demand in the quarter, again, given where interest rates are, and that supported our overall balances. I would point out though that CDs still make up about 6% of our total deposits. So that's really not a big part of the story for us. So the positive here is the balance has started to increase at the end of March. We've seen increases in consumer and commercial interest checking, in particular. And some of this is seasonal, but we are experiencing healthy inflows. So all in all, I think we're in really good shape. It's important to note some of these dynamics, just given where the industry is and the outlook for rates and for monetary policy. But I will close here by just saying what I always do, which is that this is a long race that we're running and that your commerce team really is focused on delivering value over the long term. We have to contend with some challenges in the balance of this year as the market settles into the higher rate environment and as we navigate the inflationary environment that's out there, embrace ourselves for the very real possibility of recession and credit losses. These are some near-term challenges. We're going to do our best to navigate them while at the same time staying focused on the long-term health of this franchise. Again, this year marked the 55th consecutive year of dividend growth for the company, and we are not aware of another bank with that sort of track record. We're very focused on generating returns for our shareholders. You can see our track record in this regard remains quite strong. We're optimistic about the future, and our goal is to constantly improve our franchise to innovate to generate growth over time and to do that without taking on undue risk. So I'd just like to conclude now by thanking everyone on this call, by thanking our shareholders for the confidence that you place in our team. We are very much focused on the future, and we're grateful for the support that you give us. So Mr. Chairman, that concludes my remarks. I'd be happy to respond to any questions if there are any.

So as John said, at this time, we invite any questions shareholders might have for the company or for KPMG. The shareholders may submit questions online by clicking on the Q&A tab in the upper right corner of the screen. In the event any questions presented online or not answered in this meeting, such questions will be responded to promptly after the meeting by the Investor Relations group for the company or by KPMG as appropriate.

We have no questions.

Okay. So this concludes the shareholders' meeting. Thanks, everybody, for being here, and I declare the meeting adjourned. Thank you for the attendance today.

This concludes today's meeting. You may all now disconnect, and everyone, have a great day.