The following provides a narrative discussion and analysis ofTrustmark Corporation's (Trustmark) financial condition and results of operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the supplemental financial data included in Part I. Item 1. - Financial Statements of this report.
Description of Business
Trustmark, aMississippi business corporation incorporated in 1968, is a bank holding company headquartered inJackson, Mississippi . Trustmark's principal subsidiary isTrustmark National Bank (TNB), initially chartered by theState of Mississippi in 1889. AtJune 30, 2022 , TNB had total assets of$16.949 billion , which represented approximately 99.99% of the consolidated assets of Trustmark. Through TNB and its other subsidiaries, Trustmark operates as a financial services organization providing banking and other financial solutions through 177 offices and 2,727 full-time equivalent associates (measured atJune 30, 2022 ) located in the states ofAlabama (includes the Georgia Loan Production Office (LPO), which are collectively referred to herein as Trustmark'sAlabama market region),Florida (primarily in the northwest or "Panhandle" region of that state, which is referred to herein as Trustmark'sFlorida market),Mississippi ,Tennessee (in theMemphis andNorthern Mississippi regions, which are collectively referred to herein as Trustmark'sTennessee market), andTexas (primarily inHouston , which is referred to herein as Trustmark'sTexas market). Trustmark's operations are managed along three operating segments: General Banking Segment, Wealth Management Segment and Insurance Segment. For a complete overview of Trustmark's business, see the section captioned "The Corporation" included in Part I. Item 1. - Business of Trustmark's Annual Report on Form 10-K for its fiscal year endedDecember 31, 2021 (2021 Annual Report).
Executive Overview
Trustmark has been committed to meeting the banking and financial needs of its customers and communities for over 130 years, and remains focused on providing support, advice and solutions to meet its customers' unique needs. Trustmark produced strong financial results for the three and six months endedJune 30, 2022 reflected by significant loan growth in loans held for investment (LHFI) of$547.7 million , or 5.3%, and$697.0 million , or 6.8%, respectively, expansion of the net interest margin, consistent performance from its fee businesses and solid credit quality and disciplined expense management. Trustmark remains focused on expanding customer relationships, which was reflected in the solid performance of its banking, insurance and wealth management businesses in the first six months of 2022. Trustmark is committed to managing the franchise for the long term, supporting investments to promote profitable revenue growth, realigning delivery channels to support changing customer preferences as well as reengineering and efficiency opportunities to enhance long-term shareholder value. Trustmark's capital position remained solid, reflecting the consistent profitability of its diversified financial services businesses. Trustmark's Board of Directors declared a quarterly cash dividend of$0.23 per share. The dividend is payableSeptember 15, 2022 , to shareholders of record onSeptember 1, 2022 .
Recent Economic and Industry Developments
Economic activity continued to improve during the first six months of 2022 as COVID-19 cases declined acrossthe United States and restrictions were lifted; however, economic concerns remain as a result of the cumulative weight of uncertainty regarding the long-term effectiveness of the COVID-19 vaccine and the potential economic impact of recent geopolitical developments, such asRussia's invasion ofUkraine and COVID-19 lockdowns inChina . Inflation has become elevated, reflecting supply and demand imbalances related to the pandemic, supply chain issues, higher energy prices and broader price pressures. Doubts surrounding the near-term direction of global markets and the potential impact onthe United States economy are expected to persist for the near term. While Trustmark's customer base is wholly domestic, international economic conditions affect domestic economic conditions, and thus may have an impact upon Trustmark's financial condition or results of operations. Market interest rates have begun to rise during 2022 after an extended period at historical lows. InMarch 2022 , the FRB raised the target federal funds rate for the first time in three years to a range of 0.25% to 0.50%. The FRB raised the target federal funds rate again 56 -------------------------------------------------------------------------------- inMay 2022 to a range of 0.75% to 1.00% and inJune 2022 to a range of 1.50% to 1.75% and signaled the possibility of additional rate increases throughout 2022. In addition, the FRB increased the interest that it pays on reserves from 0.10% to 0.40% inMarch 2022 , to 0.90% inMay 2022 and to 1.65% inJune 2022 . The prolonged period of reduced interest rates has had and may continue to have an adverse effect on net interest income and margins and profitability for financial institutions, including Trustmark. Additionally, as interest rates increase, so will competitive pressures on the deposit cost of funds. It is not possible to predict the pace and magnitude of changes in interest rates, or the impact rate changes will have on Trustmark's results of operations. In theJuly 2022 "Summary of Commentary on Current Economic Conditions byFederal Reserve District ," the twelve Federal Reserve Districts' reports suggested that economic activity during the reporting period (covering the period fromMay 23, 2022 throughJuly 6, 2022 ) expanded at a modest pace; however, several Districts noted growing signs of a slowdown in demand, and some Districts noted concerns over an increased risk of a recession. Reports by the twelve Federal Reserve Districts (Districts) noted the following during the reporting period:
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Consumer spending moderated as higher food and gas prices diminished households' discretionary income. New auto sales remained sluggish across most Districts due to continued low inventory levels. Hospitality and tourism contacts cited healthy leisure travel activity with some noting an increase in business and group travel.
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Housing demand weakened noticeably as growing concerns about affordability contributed to non-seasonal declines in sales, resulting in a slight increase in inventory and more moderate price appreciation. Commercial real estate conditions slowed.
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Loan demand was mixed across most Districts; some financial institutions reported increased customer usage of revolving credit lines, while others reported weakening residential loan demand amid higher mortgage interest rates.
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While demand for energy products was robust and oil and gas drilling activity picked up, production remained constrained by labor availability and supply chain bottlenecks for critical components.
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Employment continued to rise at a modest to moderate pace and conditions remained tight overall. Nearly all Districts noted modest improvements in labor availability amid weaker demand for workers, particularly among manufacturing and construction contacts. Most Districts continue to report wage growth.
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Substantial price increases were reported across all Districts, at all stages of consumption, though some noted moderation in prices for construction inputs such as lumber and steel. Increases in food, commodities and energy (particularly fuel) costs remained significant. While several Districts noted concerns about slowing future demand, on balance, pricing power was steady, and some sectors, such as travel and hospitality, were successful in passing through sizable price increases to customers with little to no pushback. Most contacts expect pricing pressures to persist at least through the end of the year.
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The outlook for future economic growth was mostly negative among Districts, with contacts noting expectations for further weakening of demand over the next six to twelve months. Reports by theFederal Reserve's Sixth District ,Atlanta (which includes Trustmark'sAlabama ,Florida andMississippi market regions),Eighth District ,St. Louis (which includes Trustmark'sTennessee market region), andEleventh District ,Dallas (which includes Trustmark'sTexas market region), noted similar findings for the reporting period as those discussed above. TheFederal Reserve's Sixth District also reported that deposit growth slowed at financial institutions, but demand for loans increased. TheFederal Reserve's Sixth District also noted that conditions at financial institutions were steady as loan growth improved, with consumer lending experiencing the strongest growth among loan portfolios, and deposit balances were flat. TheFederal Reserve's Eighth District noted that supply chain bottlenecks remain a key issue across industries, with shortages and delays affecting availability of key inputs. TheFederal Reserve's Eleventh District also reported that outlooks were mostly negative, and uncertainty surged, with contacts voicing concern about slowing future demand and increased risk of a recession stemming from high prices, supply-side constraints, weakening consumer sentiment and rising interest rates.
Financial Highlights
Trustmark reported net income of$34.3 million , or basic and diluted earnings per share (EPS) of$0.56 , in the second quarter of 2022, compared to$48.0 million , or basic and diluted EPS of$0.76 , in the second quarter of 2021. Trustmark's reported performance during the quarter endedJune 30, 2022 produced a return on average tangible equity of 11.36%, a return on average assets of 0.79%, an average equity to average assets ratio of 9.24% and a dividend payout ratio of 41.07%, compared to a return on average tangible equity of 13.96%, a return on average assets of 1.13%, an average equity to average assets ratio of 10.46% and a dividend payout ratio of 30.26% during the quarter endedJune 30, 2021 . 57 -------------------------------------------------------------------------------- Trustmark report net income of$63.5 million , or basic and diluted EPS of$1.03 , for the first six months of 2022, compared to$99.9 million , or basic and diluted EPS of$1.58 and$1.57 , respectively, for the same time period in 2021. Trustmark's reported performance for the six months endedJune 30, 2022 produced a return on average tangible equity of 10.16%, a return on average assets of 0.73%, an average equity to average assets ratio of 9.51% and a dividend payout ratio of 44.66%, compared to a return on average tangible equity of 14.75%, a return on average assets of 1.20%, an average equity to average assets ratio of 10.50% and a dividend payout ratio of 29.11% for the six months endedJune 30, 2021 . Total revenue, which is defined as net interest income plus noninterest income, for the three and six months endedJune 30, 2022 was$165.9 million and$319.4 million , respectively, a decrease of$9.9 million , or 5.6%, and$19.4 million , or 5.7%, respectively, when compared to the same time periods in 2021. The decrease in total revenue for the three and six months endedJune 30, 2022 when compared to the same time periods in 2021, resulted from declines in both net interest income, primarily due to the decline in interest and fees on Paycheck Protection Plan (PPP) loans, and noninterest income, primarily due to a decline in mortgage banking, net. These factors are discussed in further detail below. Net interest income for the three and six months endedJune 30, 2022 totaled$112.7 million and$212.0 million , respectively, a decrease of$6.7 million , or 5.6%, and$9.7 million , or 4.4%, respectively, when compared to the same time periods in 2021. Interest income totaled$117.2 million and$220.9 million for the three and six months endedJune 20, 2022 , respectively, a decrease of$8.7 million , or 6.9%, and$14.5 million , or 6.2%, respectively, when compared to the same time periods in 2021, principally due to a decline in interest and fees on PPP loans, primarily due to PPP loans forgiven by theU.S. Small Business Administration (SBA) as well as the PPP loans sold during the second quarter of 2021, partially offset by increases in interest and fees on loans held for sale (LHFS) and LHFI primarily due to loan growth and rising interest rates, interest on securities primarily due to securities purchased and other interest income primarily due to an increase in the rate paid by theFederal Reserve Bank of Atlanta (FRBA) on reserves. Interest expense totaled$4.5 million and$8.9 million for the three and six months endedJune 30, 2022 , respectively, a decrease of$2.0 million , or 30.7%, and$4.8 million , or 34.9%, respectively, when compared to the same time periods in 2021, principally due to the decline in interest on deposits as a result of lower interest rates and a decrease in the average balances of time deposits. Noninterest income for the three months endedJune 30, 2022 totaled$53.3 million , a decrease of$3.2 million , or 5.6%, when compared to the same time period in 2021, primarily due to a decline in mortgage banking, net, partially offset by increases in service charges on deposit accounts, bank card and other fees and insurance commissions. Mortgage banking, net totaled$8.1 million for the three months endedJune 30, 2022 , a decrease of$9.2 million , or 53.0%, when compared to the same time period in 2021, principally due to a decline in the gain on sales of loans, net. Service charges on deposit accounts totaled$10.2 million for the second quarter of 2022, an increase of$2.6 million , or 34.3%, when compared to the same time period in 2021 principally due to increases in the amount of non-sufficient funds (NSF) and overdraft occurrences on consumer interest checking accounts and service charges on consumer interest checking accounts and demand deposit accounts (DDAs), primarily as a result of an increase in customer transactions with the further abatement of pandemic-related concerns. Bank card and other fees totaled$10.2 million for the second quarter of 2022, an increase of$1.9 million , or 22.5%, when compared to the same time period in 2021 principally due to an increase in customer derivative revenue. Insurance commissions totaled$13.7 million for the three months endedJune 30, 2022 , an increase of$1.5 million , or 12.2%, when compared to the same time period in 2021, principally due to growth in commissions from commercial property and casualty business. Noninterest income for the six months endedJune 30, 2022 totaled$107.4 million , a decrease of$9.6 million , or 8.2%, when compared to the same time period in 2021, principally due to a decline in mortgage banking, net, partially offset by increases in service charges on deposit accounts, insurance commissions and other income, net. Mortgage banking, net totaled$18.0 million for the six months endedJune 30, 2022 , a decrease of$20.1 million , or 52.7%, when compared to the same time period in 2021, principally due to a decline in the gain on sales of loans, net. Service charges on deposit accounts totaled$19.7 million for the first six months of 2022, an increase of$4.7 million , or 31.5%, when compared to the same time period in 2021 principally due to increases in the amount of NSF and overdraft occurrences on consumer interest checking accounts and DDAs and service charges on consumer interest checking accounts. Insurance commissions totaled$27.8 million for the six months endedJune 30, 2022 , an increase of$3.1 million , or 12.7%, when compared to the same time period in 2021, principally due to growth in commissions from commercial property and casualty business and other commission income. Other income, net totaled$5.1 million for the first six months of 2022, an increase of$1.0 million , or 25.0%, when compared to the same time period in 2021, principally due to gains on the sale of two closed bank branch locations and a decrease in the amortization of investments in tax credit partnerships. Noninterest expense for the three and six months endedJune 30, 2022 totaled$123.8 million and$245.3 million , respectively, an increase of$5.1 million , or 4.3%, and$5.1 million , or 2.1%, respectively, when compared to the same time periods in 2021. The increase in noninterest expense for the second quarter of 2022 was principally due to increases in services and fees and salaries and employee benefits. The increase in noninterest expense for the first six months of 2022 was principally due to an increase in services and fees. Services and fees totaled$24.5 million and$49.0 million for the three and six months endedJune 30, 2022 , respectively, an increase of$2.8 million , or 12.7%, and$4.7 million , or 10.7%, respectively, when compared to the same time periods in 2021. The increase in services and fees for the second quarter of 2022 was primarily due to increases in other services and fees, software licenses 58 -------------------------------------------------------------------------------- and business processing outsourcing fees related to transaction processing. The increase in services and fees for the first six months of 2022 was principally due to increases in other services and fees, software licenses and business processing outsourcing fees related to transaction processing, partially offset by a decline in legal expenses. Salaries and employee benefits totaled$71.7 million for the three months endedJune 30, 2022 , an increase of$1.6 million , or 2.2%, when compared to the same time period in 2021, principally due to increases in commission expense related to improved insurance production and salaries expense as a result of general merit increases. Trustmark's provision for credit losses (PCL) on LHFI for the three and six months endedJune 30, 2022 totaled$2.7 million and$1.9 million , respectively, an increase of$6.7 million and$16.3 million , respectively, when compared to the same time periods in 2021. The PCL on LHFI for the second quarter of 2022 was primarily driven by reserves related to loan growth and the nature and volume of the portfolio, partially offset by improvements in macroeconomic forecasts. The PCL on LHFI for the first six months of 2022 primarily reflected an increase in required reserves as a result of loan growth and specific reserves on individually analyzed LHFI, partially offset by improvements in the macroeconomic forecasts and credit quality. The PCL on off-balance sheet credit exposures totaled a negative$1.6 million and a negative$2.7 million for the three and six months endedJune 30, 2022 , respectively, a decrease of$6.1 million and an increase of$2.2 million , respectively, when compared to the same time periods in 2021. The negative PCL on off-balance sheet credit exposures for the second quarter of 2022 was primarily driven by improvements in macroeconomic forecasts. The negative PCL on off-balance sheet credit exposures for the first six months of 2022 primarily reflected a decline in required reserves as a result of decreases in the unfunded balances and changes in the total reserve rate used in the calculation of the allowance for credit losses (ACL) on off-balance sheet credit exposures. Please see the section captioned "Provision for Credit Losses" for additional information regarding the PCL on LHFI and off-balance sheet credit exposures. AtJune 30, 2022 , nonperforming assets totaled$65.1 million , a decrease of$2.2 million , or 3.2%, compared toDecember 31, 2021 , as a result of declines in other real estate and nonaccrual loans. Nonaccrual LHFI totaled$62.1 million atJune 30, 2022 , a decrease of$646 thousand , or 1.0%, relative toDecember 31, 2021 , primarily due to reductions and pay-offs of nonaccrual loans in theAlabama ,Mississippi andTexas market regions, which were largely offset by commercial credits placed on nonaccrual status in theTexas andMississippi market regions. Other real estate totaled$3.0 million atJune 30, 2022 , a decline of$1.5 million , or 33.4%, compared toDecember 31, 2021 , principally due to properties sold in theMississippi market region. LHFI totaled$10.945 billion atJune 30, 2022 , an increase of$697.0 million , or 6.8%, compared toDecember 31, 2021 . The increase in LHFI during the first six months of 2022 was primarily due to net growth in LHFI secured by real estate primarily in theMississippi andAlabama market regions as well as growth in commercial and industrial LHFI in theMississippi andAlabama market regions partially offset by a decline in commercial and industrial LHFI in theTennessee market region. For additional information regarding changes in LHFI and comparative balances by loan category, see the section captioned "LHFI." Management has continued its practice of maintaining excess funding capacity to provide Trustmark with adequate liquidity for its ongoing operations. In this regard, Trustmark benefits from its strong deposit base, its highly liquid investment portfolio and its access to funding from a variety of external funding sources such as upstream federal funds lines, FHLB advances and, on a limited basis, brokered deposits. See the section captioned "Capital Resources and Liquidity" for further discussion of the components of Trustmark's excess funding capacity. Total deposits were$14.770 billion atJune 30, 2022 , a decrease of$317.0 million , or 2.1%, compared toDecember 31, 2021 . During the first six months of 2022, noninterest-bearing deposits decreased$261.6 million , or 5.5%, reflecting declines in consumer and public DDAs partially offset by an increase in commercial DDAs. Interest-bearing deposits decreased$55.4 million , or 0.5%, during the first six months of 2022, primarily due to a decline in public interest checking accounts partially offset by growth in consumer interest checking accounts.
Recent Legislative and Regulatory Developments
OnJune 21, 2022 , theFederal Deposit Insurance Corporation (FDIC) issued a proposed rule to increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023. The proposed assessment rate schedules would remain in effect unless and until the reserve ratio of theDeposit Insurance Fund meets or exceeds 2 percent. If the proposed rule is finalized as proposed, theFDIC insurance costs of insured depository institutions, including TNB, would generally increase. For additional information regarding legislation and regulation applicable to Trustmark, see the section captioned "Supervision and Regulation" included in Part I. Item 1. - Business of Trustmark's 2021 Annual Report. 59 --------------------------------------------------------------------------------
Selected Financial Data
The following tables present financial data derived from Trustmark's consolidated financial statements as of and for the periods presented ($ in thousands, except per share data):
Three Months EndedJune 30 ,
Six Months Ended
2022 2021 2022 2021 Consolidated Statements of Income Total interest income$ 117,184 $ 125,925 $ 220,897 $ 235,397 Total interest expense 4,508 6,502 8,877 13,638 Net interest income 112,676 119,423 212,020 221,759 Provision for credit losses (PCL), LHFI 2,716 (3,991 ) 1,856 (14,492 ) PCL, off-balance sheet credit exposures (1,568 ) 4,528 (2,674 ) (4,839 ) Noninterest income 53,253 56,411 107,368 116,994 Noninterest expense 123,767 118,679 245,286 240,227 Income before income taxes 41,014 56,618 74,920 117,857 Income taxes 6,730 8,637 11,425 17,914 Net Income$ 34,284 $ 47,981 $ 63,495 $ 99,943 Total Revenue (1)$ 165,929 $ 175,834 $ 319,388 $ 338,753 Per Share Data Basic EPS $ 0.56 $ 0.76$ 1.03 $ 1.58 Diluted EPS 0.56 0.76 1.03 1.57 Cash dividends per share 0.23 0.23 0.46 0.46 Performance Ratios Return on average equity 8.55 % 10.81 % 7.71 % 11.39 % Return on average tangible equity 11.36 % 13.96 % 10.16 % 14.75 % Return on average assets 0.79 % 1.13 % 0.73 % 1.20 % Average equity / average assets 9.24 % 10.46 % 9.51 % 10.50 % Net interest margin (fully taxable equivalent) 2.90 % 3.16 % 2.74 % 2.99 % Dividend payout ratio 41.07 % 30.26 % 44.66 % 29.11 % Credit Quality Ratios (2) Net charge-offs (recoveries) / average loans -0.06 % 0.05 % -0.03 % -0.02 % PCL, LHFI / average loans 0.10 % -0.16 % 0.03 % -0.28 % Nonaccrual LHFI / (LHFI + LHFS) 0.56 % 0.49 % Nonperforming assets / (LHFI + LHFS) plus other real estate 0.58 % 0.58 % ACL LHFI / LHFI 0.94 % 1.02 % (1) Consistent with Trustmark's audited annual financial statements, total revenue is defined as net interest income plus noninterest income. (2) Excludes PPP loans. 60
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