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8-K - 8-K - COMMERCE BANCSHARES INC /MO/cbsh063020138k.htm


Exhibit 99.1
                               CBSH
                   1000 Walnut Street / Suite 700 / Kansas City, Missouri 64106 / 816.234.2000
                                                                 
FOR IMMEDIATE RELEASE:
Thursday, July 11, 2013

COMMERCE BANCSHARES, INC. ANNOUNCES SECOND
QUARTER EARNINGS PER SHARE OF $.72

Commerce Bancshares, Inc. announced earnings of $.72 per share for the three months ended June 30, 2013 compared to $.76 per share in the second quarter of 2012 and $.67 per share in the previous quarter. Net income for the second quarter amounted to $65.8 million, compared to $70.7 million in the same quarter last year and $61.0 million last quarter. For the quarter, the return on average assets totaled 1.20%, the return on average equity was 12.1% and the efficiency ratio was 59.7%.

For the six months ended June 30, 2013, earnings per share totaled $1.39 compared to $1.46 in the first six months of 2012. Net income amounted to $126.8 million for the first six months of 2013 compared with $136.5 million for the same period last year. The return on average assets for the first six months was 1.17% and the return on average equity was 11.7%.
    
In making this announcement, David W. Kemper, Chairman and CEO, said, “Our second quarter was highlighted by continued strong growth in loans, improved net interest income and continued fee income growth. Compared to the previous quarter, average loans increased $242 million, or 10.0% annualized, with growth coming from both commercial and consumer lending activities. Over the past two quarters, we have had strong loan demand with an improving economy and average loans have grown $490 million, or over 10% annualized. We continue to see growth in revenues from our trust and corporate card businesses which grew by 8.0% and 8.6%, respectively, compared to the second quarter of last year, while non-interest expense remained flat with the same quarter last year.”

Mr. Kemper continued, “Net loan charge-offs for the current quarter totaled $9.4 million, compared to $8.2 million in the second quarter of 2012 and $7.8 million in the previous quarter. Consumer net loan charge-offs increased by $486 thousand this quarter on higher credit card loan losses but lower losses on consumer and personal real estate loans. Commercial loan losses increased $1.1 million due to higher business real estate loan losses. During the current quarter, the provision for loan losses totaled $7.4 million, or $2.0 million less than net loan charge-offs. Our allowance for loan losses amounted to $166.0 million this quarter, representing 3.2 times our non-performing assets. Total non-performing assets decreased $6.4 million from the previous quarter to $52.5 million this quarter.”
        

(more)





     Total assets at June 30, 2013 were $21.9 billion, total loans were $10.4 billion, and total deposits were $17.9 billion. During the quarter, the Company repurchased approximately 383,000 shares of its common stock at an average price per share of $39.90. Also on May 15, 2013, the Company announced plans to acquire Summit Bancshares, Inc., Tulsa, Oklahoma with loans of $213 million and deposits of $231 million. It is expected that this transaction will be completed in the third quarter of 2013.

Commerce Bancshares, Inc. is a registered bank holding company offering a full line of banking services, including investment management and securities brokerage. The Company currently operates in approximately 360 locations in Missouri, Illinois, Kansas, Oklahoma and Colorado. The Company also has operating subsidiaries involved in mortgage banking, credit related insurance, and private equity activities.


Summary of Non-Performing Assets and Past Due Loans
(Dollars in thousands)
 
3/31/2013
 
6/30/2013
 
6/30/2012
Non-Accrual Loans
 
$
44,739

 
$
39,092

 
$
62,177

Foreclosed Real Estate
 
$
14,191

 
$
13,434

 
$
20,095

Total Non-Performing Assets
 
$
58,930

 
$
52,526


$
82,272

Non-Performing Assets to Loans
 
.59
%
 
.51
%
 
.88
%
Non-Performing Assets to Total Assets
 
.27
%
 
.24
%
 
.40
%
Loans 90 Days & Over Past Due — Still Accruing
 
$
15,015

 
$
12,509

 
$
11,297

   
This financial news release, including management's discussion of second quarter results, is posted to the Company's web site at www.commercebank.com.
* * * * * * * * * * * * * * *
For additional information, contact
Jeffery Aberdeen, Controller
at 1000 Walnut Street, Suite 700
Kansas City, MO 64106
or by telephone at (816) 234-2081
Web Site: http://www.commercebank.com
Email: mymoney@commercebank.com










2



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
FINANCIAL HIGHLIGHTS
 
 
For the Three Months Ended
For the Six Months Ended
(Unaudited)
 
March 31,
2013
June 30,
2013
June 30,
2012
June 30,
2013
June 30,
2012
FINANCIAL SUMMARY (In thousands, except per share data)
 
 
Net interest income
 

$150,343


$159,458


$165,105


$309,801


$324,842

Taxable equivalent net interest income
 
156,708

165,942

171,186

322,650

336,852

Non-interest income
 
99,877

102,676

100,816

202,553

195,399

Investment securities gains (losses), net
 
(2,165
)
(1,568
)
1,336

(3,733
)
5,376

Provision for loan losses
 
3,285

7,379

5,215

10,664

13,380

Non-interest expense
 
155,037

156,966

156,340

312,003

306,801

Net income attributable to Commerce Bancshares, Inc.
 
61,017

65,805

70,733

126,822

136,532

Cash dividends
 
20,435

20,431

20,216

40,866

40,654

Net total loan charge-offs (recoveries)
 
7,785

9,379

8,214

17,164

19,379

Business
 
(50
)
(87
)
(3,600
)
(137
)
(3,490
)
Real estate — construction and land
 
(532
)
(744
)
116

(1,276
)
336

Real estate — business
 
(104
)
1,253

1,839

1,149

3,334

Consumer credit card
 
6,048

6,935

5,930

12,983

12,103

Consumer
 
1,709

1,452

1,974

3,161

4,605

Revolving home equity
 
139

156

943

295

1,303

Real estate — personal
 
373

172

679

545

748

Overdraft
 
202

242

333

444

440

Per common share:
 
 
 
 
 
 
Net income — basic
 

$.67


$.72


$.77


$1.39


$1.47

Net income — diluted
 

$.67


$.72


$.76


$1.39


$1.46

Cash dividends
 

$.225


$.225


$.219


$.450


$.438

Diluted wtd. average shares o/s
 
90,444

90,159

92,056

90,301

92,520

RATIOS
 
 
 
 
 
 
Average loans to deposits (1)
 
54.65
%
56.68
%
55.26
%
55.66
%
55.39
%
Return on total average assets
 
1.13
%
1.20
%
1.38
%
1.17
%
1.34
%
Return on total average equity
 
11.38
%
12.07
%
12.80
%
11.73
%
12.42
%
Non-interest income to revenue (2)
 
39.92
%
39.17
%
37.91
%
39.53
%
37.56
%
Efficiency ratio (3)
 
61.76
%
59.73
%
58.53
%
60.72
%
58.72
%
AT PERIOD END
 
 
 
 
 
 
Book value per share based on total equity
 

$24.02


$23.23


$24.26

 
 
Market value per share
 

$40.83


$43.55


$36.10

 
 
Allowance for loan losses as a percentage of loans
 
1.68
%
1.60
%
1.90
%
 
 
Tier I leverage ratio
 
8.92
%
9.08
%
9.73
%
 
 
Tangible common equity to assets ratio (4)
 
9.26
%
9.06
%
10.16
%
 
 
Common shares outstanding
 
90,739,038

90,673,953

91,967,960

 
 
Shareholders of record
 
4,127

4,107

4,184

 
 
Number of bank/ATM locations
 
359

356

361

 
 
Full-time equivalent employees
 
4,725

4,720

4,702

 
 
OTHER QTD INFORMATION
 
 
 
 
 
 
High market value per share
 

$40.89


$44.62


$39.05

 
 
Low market value per share
 

$35.40


$38.46


$34.45

 
 
(1)
Includes loans held for sale.
(2)
Revenue includes net interest income and non-interest income.
(3)
The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue.
(4)
The tangible common equity ratio is calculated as stockholders’ equity reduced by goodwill and other intangible assets (excluding mortgage servicing rights) divided by total assets reduced by goodwill and other intangible assets (excluding mortgage servicing rights).

3



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
 
For the Three Months Ended
 
For the Six Months Ended
(Unaudited)
(In thousands, except per share data)
 
March 31,
2013
 
June 30,
2013
 
June 30,
2012
 
June 30,
2013
 
June 30,
2012
Interest income
 

$158,745

 

$167,255

 

$174,624

 

$326,000

 

$344,590

Interest expense
 
8,402

 
7,797

 
9,519

 
16,199

 
19,748

Net interest income
 
150,343

 
159,458

 
165,105

 
309,801

 
324,842

Provision for loan losses
 
3,285

 
7,379

 
5,215

 
10,664

 
13,380

Net interest income after provision for loan losses
 
147,058

 
152,079

 
159,890

 
299,137

 
311,462

NON-INTEREST INCOME
 
 
 
 
 
 
 
 
 
 
Bank card transaction fees
 
38,550

 
40,700

 
38,434

 
79,250

 
73,167

Trust fees
 
25,169

 
25,734

 
23,833

 
50,903

 
46,647

Deposit account charges and other fees
 
18,712

 
19,602

 
19,975

 
38,314

 
39,311

Capital market fees
 
4,391

 
3,305

 
5,010

 
7,696

 
11,881

Consumer brokerage services
 
2,686

 
2,853

 
2,576

 
5,539

 
5,102

Loan fees and sales
 
1,473

 
1,314

 
1,706

 
2,787

 
3,267

Other
 
8,896

 
9,168

 
9,282

 
18,064

 
16,024

Total non-interest income
 
99,877

 
102,676

 
100,816

 
202,553

 
195,399

INVESTMENT SECURITIES GAINS (LOSSES), NET
 
 
 
 
 
 
 
 
 
 
Impairment (losses) reversals on securities
 
1,389

 
(293
)
 
3

 
1,096

 
5,590

Noncredit-related reversals on securities not expected to be sold
 
(1,831
)
 
(195
)
 
(353
)
 
(2,026
)
 
(6,260
)
Net impairment losses
 
(442
)
 
(488
)
 
(350
)
 
(930
)
 
(670
)
Realized gains (losses) on sales and fair value adjustments
 
(1,723
)
 
(1,080
)
 
1,686

 
(2,803
)
 
6,046

Investment securities gains (losses), net
 
(2,165
)
 
(1,568
)
 
1,336

 
(3,733
)
 
5,376

NON-INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
90,881

 
89,569

 
87,511

 
180,450

 
177,054

Net occupancy
 
11,235

 
11,234

 
11,105

 
22,469

 
22,365

Equipment
 
4,683

 
4,680

 
4,999

 
9,363

 
10,188

Supplies and communication
 
5,589

 
5,797

 
5,667

 
11,386

 
11,280

Data processing and software
 
18,951

 
19,584

 
18,282

 
38,535

 
35,751

Marketing
 
3,359

 
4,048

 
4,469

 
7,407

 
8,291

Deposit insurance
 
2,767

 
2,790

 
2,618

 
5,557

 
5,138

Other
 
17,572

 
19,264

 
21,689

 
36,836

 
36,734

Total non-interest expense
 
155,037

 
156,966

 
156,340

 
312,003

 
306,801

Income before income taxes
 
89,733

 
96,221

 
105,702

 
185,954

 
205,436

Less income taxes
 
28,925

 
30,182

 
34,466

 
59,107

 
67,386

Net income
 
60,808

 
66,039

 
71,236

 
126,847

 
138,050

Less non-controlling interest expense (income)
 
(209
)
 
234

 
503

 
25

 
1,518

Net income attributable to Commerce Bancshares, Inc.
 

$61,017

 

$65,805

 

$70,733

 

$126,822

 

$136,532

Net income per common share — basic
 

$.67

 

$.72

 

$.77

 

$1.39

 

$1.47

Net income per common share — diluted
 

$.67

 

$.72

 

$.76

 

$1.39

 

$1.46


4



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Unaudited)
(In thousands)
 
March 31,
2013
 
June 30,
2013
 
June 30,
2012
ASSETS
 
 
 
 
 
 
Loans
 

$9,982,686

 

$10,370,155

 

$9,376,915

Allowance for loan losses
 
(168,032
)
 
(166,032
)
 
(178,533
)
Net loans
 
9,814,654

 
10,204,123

 
9,198,382

Loans held for sale
 
9,085

 
8,941

 
8,874

Investment securities:
 
 
 
 
 
 
Available for sale
 
9,572,751

 
8,927,815

 
9,206,451

Trading
 
23,400

 
14,670

 
14,313

Non-marketable
 
118,620

 
113,470

 
116,190

Total investment securities
 
9,714,771

 
9,055,955

 
9,336,954

Short-term federal funds sold and securities purchased under agreements to resell
 
7,820

 
22,990

 
7,455

Long-term securities purchased under agreements to resell
 
1,200,000

 
1,200,000

 
850,000

Interest earning deposits with banks
 
199,956

 
6,816

 
92,544

Cash and due from banks
 
413,019

 
399,687

 
410,666

Land, buildings and equipment — net
 
355,464

 
352,462

 
350,897

Goodwill
 
125,585

 
125,585

 
125,585

Other intangible assets — net
 
4,870

 
4,517

 
6,381

Other assets
 
381,984

 
529,275

 
355,253

Total assets
 
$
22,227,208

 
$
21,910,351

 
$
20,742,991

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
Non-interest bearing
 

$6,170,274

 

$5,811,473

 

$5,637,373

Savings, interest checking and money market
 
9,802,838

 
9,573,390

 
8,983,090

Time open and C.D.’s of less than $100,000
 
1,061,350

 
1,039,131

 
1,113,824

Time open and C.D.’s of $100,000 and over
 
1,480,405

 
1,472,944

 
1,097,346

Total deposits
 
18,514,867

 
17,896,938

 
16,831,633

Federal funds purchased and securities sold under agreements to repurchase
 
1,126,858

 
1,620,694

 
1,305,745

Other borrowings
 
102,783

 
102,766

 
111,292

Other liabilities
 
303,509

 
183,166

 
263,552

Total liabilities
 
20,048,017

 
19,803,564

 
18,512,222

Stockholders’ equity:
 
 
 
 
 
 
Preferred stock
 

 

 

Common stock
 
458,646

 
458,646

 
446,387

Capital surplus
 
1,101,445

 
1,094,922

 
1,033,523

Retained earnings
 
517,792

 
563,166

 
671,297

Treasury stock
 
(32,501
)
 
(35,771
)
 
(61,388
)
Accumulated other comprehensive income
 
129,763

 
21,864

 
136,732

Total stockholders’ equity
 
2,175,145

 
2,102,827

 
2,226,551

Non-controlling interest
 
4,046

 
3,960

 
4,218

Total equity
 
2,179,191

 
2,106,787

 
2,230,769

Total liabilities and equity
 
$
22,227,208

 
$
21,910,351

 
$
20,742,991


5



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS
(Unaudited)
(Dollars in thousands)
For the Three Months Ended
March 31, 2013
 
June 30, 2013
 
June 30, 2012
 
Average Balance
 
Avg. Rates Earned/Paid
 
Average Balance
 
Avg. Rates Earned/Paid
 
Average Balance
 
Avg. Rates Earned/Paid
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
 
 
Business (A)
$
3,156,594

 
3.17
%
 
$
3,253,577

 
3.07
%
 
$
2,895,167

 
3.58
%
Real estate — construction and land
351,573

 
3.87

 
373,359

 
3.94

 
360,000

 
4.24

Real estate — business
2,230,453

 
4.17

 
2,216,876

 
4.14

 
2,205,561

 
4.71

Real estate — personal
1,600,138

 
4.08

 
1,664,988

 
3.97

 
1,475,930

 
4.46

Consumer
1,343,210

 
5.03

 
1,430,832

 
4.69

 
1,134,838

 
5.73

Revolving home equity
428,696

 
4.08

 
425,762

 
3.96

 
449,416

 
4.17

Consumer credit card
755,167

 
11.38

 
741,793

 
11.20

 
712,708

 
11.87

Overdrafts
5,406

 

 
6,369

 

 
5,663

 

Total loans (B)
9,871,237

 
4.49

 
10,113,556

 
4.34

 
9,239,283

 
4.95

Loans held for sale
9,096

 
3.79

 
9,003

 
4.05

 
9,053

 
3.91

Investment securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. government and federal agency obligations
398,215

 
(.59
)
(C)
400,027

 
5.15

 
330,648

 
7.58

Government-sponsored enterprise obligations
468,608

 
1.86

 
439,075

 
1.74

 
265,620

 
2.06

State and municipal obligations (A)
1,603,064

 
3.79

 
1,634,196

 
3.61

 
1,322,987

 
4.03

Mortgage-backed securities
3,514,370

 
2.59

 
3,272,580

 
2.77

 
4,010,276

 
2.89

Asset-backed securities
3,206,907

 
.93

 
3,199,393

 
.91

 
2,900,122

 
1.13

Other marketable securities (A)
193,413

 
3.21

 
188,267

 
2.97

 
135,930

 
4.92

Total available for sale securities (B)
9,384,577

 
2.07

 
9,133,538

 
2.33

 
8,965,583

 
2.67

Trading securities (A)
27,729

 
1.90

 
22,355

 
2.40

 
22,748

 
2.65

Non-marketable securities (A)
119,407

 
6.20

 
118,888

 
16.92

 
122,651

 
8.60

Total investment securities
9,531,713

 
2.12

 
9,274,781

 
2.52

 
9,110,982

 
2.75

 Short-term federal funds sold and securities purchased under agreements to resell
8,680

 
.42

 
23,429

 
.48

 
22,139

 
.53

 Long-term securities purchased under agreements to resell
1,178,333

 
2.01

 
1,200,000

 
1.94

 
850,000

 
2.17

Interest earning deposits with banks
130,357

 
.24

 
116,510

 
.26

 
163,075

 
.28

Total interest earning assets
20,729,416

 
3.23

 
20,737,279

 
3.36

 
19,394,532

 
3.75

Non-interest earning assets (B)
1,196,078

 
 
 
1,184,066

 
 
 
1,154,720

 
 
Total assets
$
21,925,494

 
 
 
$
21,921,345

 
 
 
$
20,549,252

 
 
LIABILITIES AND EQUITY:
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings
$
603,644

 
.12

 
$
639,747

 
.11

 
$
584,196

 
.12

Interest checking and money market
9,142,100

 
.17

 
8,932,987

 
.14

 
8,369,306

 
.21

Time open & C.D.’s of less than $100,000
1,068,695

 
.66

 
1,052,574

 
.63

 
1,128,716

 
.71

Time open & C.D.’s of $100,000 and over
1,336,952

 
.52

 
1,464,384

 
.46

 
1,250,164

 
.59

Total interest bearing deposits
12,151,391

 
.25

 
12,089,692

 
.22

 
11,332,382

 
.30

Borrowings:
 
 
 
 
 
 
 
 
 
 
 
Federal funds purchased and securities sold under agreements to repurchase
1,200,818

 
.07

 
1,544,623

 
.07

 
1,109,693

 
.06

Other borrowings
103,329

 
3.19

 
103,019

 
3.23

 
111,336

 
3.16

Total borrowings
1,304,147

 
.32

 
1,647,642

 
.27

 
1,221,029

 
.35

Total interest bearing liabilities
13,455,538

 
.25
%
 
13,737,334

 
.23
%
 
12,553,411

 
.30
%
Non-interest bearing deposits
5,929,229

 
 
 
5,768,455

 
 
 
5,404,687

 
 
Other liabilities
366,562

 
 
 
228,966

 
 
 
367,763

 
 
Equity
2,174,165

 
 
 
2,186,590

 
 
 
2,223,391

 
 
Total liabilities and equity
$
21,925,494

 
 
 
$
21,921,345

 
 
 
$
20,549,252

 
 
Net interest income (T/E)
$
156,708

 
 
 
$
165,942

 
 
 
$
171,186

 
 
Net yield on interest earning assets
 
 
3.07
%
 
 
 
3.21
%
 
 
 
3.55
%
(A) Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B) The allowance for loan losses and unrealized gains/(losses) on available for sale securities are included in non-interest earning assets.
(C) Includes ($1.7 million) in inflation income on U.S.Treasury inflation-protected securities in the first quarter of 2013.

6


COMMERCE BANCSHARES, INC.
Management Discussion of Second Quarter Results
June 30, 2013


For the quarter ended June 30, 2013, net income attributable to Commerce Bancshares, Inc. (net income) amounted to $65.8 million, an increase of $4.8 million over the previous quarter and a decrease of $4.9 million compared to the same quarter last year. The increase in net income over the previous quarter resulted mainly from higher net interest income of $9.1 million coupled with an increase in fee income of $2.8 million, but offset by a higher provision for loan losses of $4.1 million and growth in non-interest expense of $1.9 million. The increase in net interest income this quarter resulted from an increase in inflation related interest of $5.4 million on the Company's inflation-protected government securities, coupled with the reclassification of $2.6 million in interest received on the sale of a private equity investment which had been previously recorded as securities gains. For the current quarter, the return on average assets was 1.20%, the return on average equity was 12.07%, and the efficiency ratio was 59.73%.

Balance Sheet Review
During the 2nd quarter of 2013, average loans, including loans held for sale, increased $242.2 million (10.0% annualized) compared to the previous quarter and increased $874.2 million, or 9.5%, compared to the same period last year. On a period-end basis, loans increased $387.3 million over the previous quarter. This increase resulted from growth in business (up $208.8 million), construction (up $45.0 million), personal real estate (up $74.0 million) and consumer loans (up $42.5 million, mainly in automobile and fixed rate home equity loans). The increase in business loans mainly resulted from growth in tax-advantaged lending, aircraft lending, dealer floor plan and leasing activities. Demand for consumer automobile and fixed rate home equity lending remained strong as outstanding balances grew by $38.6 million and $25.2 million, respectively. However, marine and RV loans, included in the consumer loan portfolio, continued to run off this quarter by $21.3 million.

Total available for sale investment securities (excluding fair value adjustments) averaged $9.1 billion this quarter, down $251.0 million when compared to the previous quarter. This decline was the result of loan growth coupled with a decline in average deposits this quarter. Purchases of new securities, totaling $336.7 million in the 2nd quarter of 2013, were offset by maturities and pay downs of $794.9 million. At June 30, 2013, the duration of the investment portfolio was 2.7 years, and maturities and pay downs of approximately $1.9 billion are expected to occur during the next 12 months.

Total average deposits decreased $222.5 million, or 1.2%, during the 2nd quarter of 2013 compared to the previous quarter. Average deposits have increased $1.1 billion over the past 12 months on strong growth late in 2012. The decrease in average deposits this quarter resulted mainly from declines in business demand (decrease of $207.1 million) and money market accounts (decrease of $258.3 million) but partly offset by higher savings, interest checking accounts and jumbo certificates of deposit. Compared to the previous quarter, total average commercial deposits declined $178.0 million while private banking deposits declined $244.4 million. However, retail banking deposits grew by $160.0 million. The average loans to deposits ratio in the current quarter was 56.7%, compared to 54.7% in the previous quarter.



 

During the current quarter, the Company's average borrowings
increased $343.5 million compared to the previous quarter, mainly due to an increase in average balances of federal funds purchased.

Net Interest Income
Net interest income (tax equivalent) in the 2nd quarter of 2013 amounted to $165.9 million compared with $156.7 million in the previous quarter, or an increase of $9.2 million. Net interest income (tax equivalent) for the current quarter decreased $5.2 million compared to the 2nd quarter of last year. During the 2nd quarter of 2013, the net yield on earning assets (tax equivalent) was 3.21%, compared with 3.07% in the previous quarter and 3.55% in the same period last year.

The increase in net interest income (tax equivalent) in the 2nd quarter of 2013 compared to the previous quarter was mainly due to an increase in inflation interest of $5.4 million on the Company's inflation-protected securities as a result of the higher Consumer Price Indices published this quarter, on which this interest is based. Inflation income totaled $3.7 million this quarter. As previously mentioned, interest on non-marketable securities increased mainly due to the reclassification of interest received on the sale of a private equity investment this quarter. Also, premium amortization expense was lower this quarter by $1.7 million due to a slowing of prepayment speeds on mortgage-backed securities resulting from an increase in interest rates this quarter.

Compared to the previous quarter, interest on loans increased $291 thousand (tax-equivalent) as a result of higher loan volumes but offset by the effects of lower rates, especially on consumer loans. The average rate earned on investment securities increased 40 basis points to 2.52% this quarter largely due to higher interest on inflation-protected securities and non-marketable securities, and lower premium amortization expense in the current quarter. These effects were partially offset by a decline in average securities balances.

Interest expense on deposits declined $674 thousand in the 2nd quarter of 2013 compared with the previous quarter as overall rates continued to decline slightly.

Non-Interest Income
In the 2nd quarter of 2013, total non-interest income amounted to $102.7 million, an increase of $1.9 million, or 1.8%, compared to the same period last year. Also, current quarter non-interest income increased $2.8 million when compared to amounts recorded in the previous quarter. The increase in non-interest income over the same period last year was mainly due to increased bank card and trust fees.

Total bank card fees in the current quarter increased $2.3 million, or 5.9%, over the same period last year as a result of an 8.6% increase in corporate card fees, which totaled $19.3 million this quarter. Credit card fees also grew by 5.8% while debit card fees grew 3.2%; however, debit card fees grew almost 10% compared to the previous quarter.

Trust fees for the quarter increased 8.0% compared to the same period last year, resulting mainly from continued growth in private client (up 9.3%) and institutional (up 7.9%) trust fees. Deposit



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COMMERCE BANCSHARES, INC.
Management Discussion of Second Quarter Results
June 30, 2013



account fees declined $373 thousand, or 1.9%, compared to last year as overdraft fees declined by $1.2 million, but were offset by
combined growth in corporate cash management and other deposit fees of $847 thousand, or 7.5%. Year to date, overdraft fees have declined $2.2 million mainly as a result of a new posting routine on debit transactions which took effect in late February, but the effect of this change on overdraft fees has been better than expected. Capital market fees declined $1.7 million from the same quarter last year as demand from correspondent banks and other customers slowed later in the 2nd quarter.

Investment Securities Gains and Losses
Net securities losses totaled $1.6 million and, as mentioned above, included a reclassification of $2.6 million in interest received on a private equity investment which was sold this quarter and originally recorded as securities gains. In addition, during the quarter the Company donated appreciated securities and recognized a gain of $1.4 million. Other private equity fair value adjustments were minimal this quarter.

Also during the current quarter, the Company recorded credit-related impairment losses of $488 thousand on certain non-agency guaranteed mortgage-backed securities identified as other-than-temporarily impaired, compared to losses of $442 thousand in the previous quarter and $350 thousand in the same quarter last year. The cumulative credit-related impairment on these bonds totaled $12.2 million at quarter end. At June 30, 2013, the fair value of non-agency guaranteed mortgage-backed securities identified as other-than-temporarily impaired totaled $86.2 million, compared to $109.9 million at June 30, 2012.

Non-Interest Expense
Non-interest expense for the current quarter amounted to $157.0 million, an increase of $1.9 million over the previous quarter and an increase of $626 thousand compared to the same quarter last year. Compared to the 2nd quarter of last year, salaries and benefits expense increased $2.1 million, or 2.4%, mainly due to an increase in salary costs of $2.5 million but offset by lower medical costs of $988 thousand. Growth in salaries expense resulted from added staffing mainly in the areas of commercial banking, wealth and commercial card. Full-time equivalent employees totaled 4,720 and 4,702 at June 30, 2013 and 2012, respectively.

Compared to the 2nd quarter of last year, equipment and marketing expense declined $740 thousand on a combined basis, mainly due to lower depreciation and reduced marketing expenditures. Occupancy, supplies and communications costs increased a total of 1.5%. Data processing and software costs grew by $1.3 million, or 7.1%, partly due to higher variable processing costs related to commercial card revenues. Legal, loan collection and professional fees increased $1.2 million this quarter over the same period last year. Other non-interest expense included a provision of $898 thousand on a letter of credit exposure (in addition to a $1.0 million provision in the previous quarter) and also included a donation expense of $1.5 million referenced above. Also, the 2nd quarter of 2012 included a $5.7 million charge related to certain VISA, USA litigation that did not reoccur in 2013.
 




 

Income Taxes
The effective tax rate for the Company was 31.4% in the current
quarter, compared with 32.2% in the previous quarter and 32.8% in the 2nd quarter of 2012. The lower rate in the current quarter resulted mainly from higher levels of tax-exempt interest in the current quarter.

Credit Quality
Net loan charge-offs in the 2nd quarter of 2013 amounted to $9.4 million, compared with $7.8 million in the prior quarter and $8.2 million in the 2nd quarter of last year. The ratio of annualized net loan charge-offs to total average loans was .37% in the current quarter compared to .32% in the previous quarter.

In the 2nd quarter of 2013, annualized net loan charge-offs on average consumer credit card loans amounted to 3.75%, compared with 3.25% in the previous quarter and 3.35% in the same period last year. Consumer loan net charge-offs in the quarter amounted to .41% of average consumer loans, compared to .52% in the previous quarter and .70% in the same quarter last year. The provision for loan losses in the current quarter totaled $7.4 million, an increase of $4.1 million over the previous quarter and $2.2 million higher than in the same period last year. The current quarter provision for loan losses was $2.0 million less than net loan charge-offs, thereby reducing the allowance for loan losses to $166.0 million. At June 30, 2013 the allowance was 1.60% of total loans, excluding loans held for sale, and was 425% of total non-accrual loans.

At June 30, 2013, total non-performing assets amounted to $52.5 million, a decrease of $6.4 million from the previous quarter. Non-performing assets are comprised of non-accrual loans ($39.1 million) and foreclosed real estate ($13.4 million). At June 30, 2013, the balance of non-accrual loans, which represented .51% of loans outstanding, included business real estate loans of $12.7 million, construction and land loans of $10.2 million and business loans of $11.3 million. Loans more than 90 days past due and still accruing interest totaled $12.5 million at June 30, 2013.

Other
During the quarter the Company purchased approximately 383,000 shares of treasury stock at an average cost of $39.90 per share. Also on May 15, 2013 the Company announced plans to acquire Summit Bancshares, Inc., Tulsa, Oklahoma, with locations in Tulsa and Oklahoma City, and loans and deposits of $213 million and $231 million, respectively. It is expected that this transaction will be completed in the 3rd quarter of 2013.

Forward Looking Information
This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statement.



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