The following provides a narrative discussion and analysis of Trustmark's financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements and the supplemental financial data included in Part II. Item 8. - Financial Statements and Supplementary Data of this report. Discussion and analysis of Trustmark's financial condition and results of operations for the years endedDecember 31, 2019 and 2018 are included in the respective sections within Part II. Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations of Trustmark's Annual Report filed on Form 10-K for the year endedDecember 31, 2019 . COVID-19 Update Trustmark has been proactive in responding to the COVID-19 pandemic, taking comprehensive action to support customers, associates and the communities it serves. Trustmark activated its Pandemic Preparedness Plan inMarch 2020 to protect the health and safety of its employees and customers, and continues to take additional precautions as recommended by theCenters for Disease Control and Prevention and mandated by government ordinances. Trustmark remains committed to serving its customers through its branches, actively promoting digital touchpoints including its ATM and ITM network and robust digital and mobile banking options. Trustmark has been proactive in reaching out to customers to discuss challenges and solutions, provided waivers of certain fees and charges, granted extensions, deferrals and forbearance as appropriate, paused all foreclosures and repossessions and refrained from negative credit bureau reporting for previously up-to-date customers. To date, Trustmark has not incurred any significant disruptions to its business activities.
Exposure to
The full impact of COVID-19 is unknown and rapidly evolving. It has caused substantial disruption in international andthe United States economies, markets and employment. The outbreak has had and may continue to have a significant adverse impact on certain industries Trustmark serves. The following provides a summary of Trustmark's exposure to COVID-19 impacted industries within the LHFI portfolio as ofDecember 31, 2020 :
• Restaurants: Aggregate outstanding balance of
exposure of
outstanding LHFI portfolio, 85.0% of the loans are real estate secured,
37.0% are full-service restaurants, 61.0% are limited-service restaurants
and 2% are other.
• Hotels: Aggregate outstanding balance of
LHFI portfolio, 99.0% of the loans are real estate secured, consists of
experienced operators and carry secondary guarantor support, 91.0% operate
under a major hotel chain.
• Retail (
million, credit exposure of
of Trustmark's outstanding LHFI portfolio, 18.0% are stand-alone buildings
with strong essential services tenants, 2.0% are national grocery
store-anchored, 20.0% are investment grade anchored centers, mall exposure
in only one borrower with
• Energy: Aggregate outstanding balance of
LHFI portfolio, no loans where repayment or underlying security ties to realization of value from energy reserves.
• Higher Risk Commercial and Industrial: Aggregate outstanding balance of
During the year endedDecember 31, 2020 , Trustmark incurred total credit loss expenses of$45.0 million , primarily due to net changes in the economic forecast due to the negative effects of the COVID-19 pandemic on the overall economy and macroeconomic factors. During the fourth quarter of 2020, Trustmark conducted an updated analysis of previously reviewed borrowers receiving payment concessions and other borrowers in industries significantly impacted by the COVID-19 pandemic, which included certain pass rated credits of$500 thousand or more and watch or criticized rated credits of$100 thousand or more. Collectively, an aggregate outstanding balance of$969.7 million was reviewed, which included approximately 47.0% of borrowers receiving payment concessions, 93.0% of outstanding hotel loans, 46.0% of outstanding restaurant loans and 41.0% of outstanding retail commercial real estate loans. As a result of this review, approximately$32.0 million of the outstanding balances reviewed were downgraded to a criticized risk rating category, including$18.0 million in hotel loans,$2.0 million in restaurant loans and$2.0 million in retail commercial real estate loans. Because of the significant uncertainties related to the ultimate duration of the COVID-19 pandemic and its potential effects on clients and prospects, and on the national and local economy as a whole, there can be no assurances as to how the crisis may ultimately affect Trustmark's loan portfolio. 33
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Loan Concessions
OnMarch 22, 2020 , the federal banking agencies issued an "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus". This guidance encourages financial institutions to work prudently with borrowers that may be unable to meet their contractual obligations because of the effects of COVID-19. The guidance goes on to explain that in consultation with the FASB staff that the federal banking agencies conclude that short-term modifications (e.g., six months) made on a good faith basis to borrowers that were current as of the implementation date of a relief program are not TDRs. OnMarch 27, 2020 , the CARES Act, a$2 trillion stimulus package intended to provide relief to businesses and consumers inthe United States struggling as a result of the pandemic, was signed into law. Section 4013 of the CARES Act also addressed COVID-19 related modifications and specified that COVID-19 related modifications on loans that were current as ofDecember 31, 2019 are not TDRs. OnApril 7, 2020 , the federal banking agencies revised its earlier guidance to clarify the interaction between theMarch 22, 2020 interagency statement and section 4013 of the CARES Act, as well as the agencies' views on consumer protection considerations. During 2020, Trustmark modified 2,362 individual loans with aggregate principal balances totaling$1.266 billion atDecember 31, 2020 under this guidance, as well as 61 individual loans with aggregate principal balances totaling$4.7 million atDecember 31, 2020 which were not eligible under this guidance, but were not classified as a TDR under Trustmark's existing policies. More of these types of modifications are likely to be executed in the first quarter of 2021. Commercial concessions were primarily either interest only for 90 days or full payment deferrals for 90 days. Consumer concessions were 90-day full payment deferrals.
Paycheck Protection Program
A provision in the CARES Act included a$349 billion fund for the creation of the PPP through theSBA and Treasury Department . The PPP is intended to provide loans to small businesses to pay their employees, rent, mortgage interest and utilities. PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. If not forgiven, in whole or in part, these loans carry a fixed rate of 1.00% per annum with payments deferred until the date the SBA remits the borrower's loan forgiveness amount to the lender (or, if the borrower does not apply for loan forgiveness, ten months after the end of the borrower's loan forgiveness covered period). Originally, the loans carried a term of two years under SBA rules implemented by the CARES Act, but aJune 5, 2020 amendment to the CARES Act provided for a five-year minimum loan term for loans made beginning as of such date, and permitted lenders and borrowers to mutually agree to amend existing two-year loans to have terms of five years. The loans are 100% guaranteed by the SBA. The SBA pays the originating bank a processing fee ranging from 1.0% to 5.0%, based on the size of the loan. The SBA began accepting submissions for these PPP loans onApril 3, 2020 and reached the limit of funds originally available to disburse under this program onApril 16, 2020 . Legislation providing an additional$320 billion in funding for the PPP was signed into law onApril 24, 2020 . The SBA began accepting applications for the new funding onApril 27, 2020 and stopped accepting applications onAugust 8, 2020 .The SBA and Treasury Department have released a series of rules, guidance documents and processes governing all aspects of the PPP, including a streamlined process for loan forgiveness of PPP loans of$50 thousand or less. Under the CARES Act and interim and final rules released by the federal banking agencies, PPP loans receive a zero percent risk weight for regulatory capital purposes, and if pledged as part of the Paycheck Protection Program Liquidity Facility (PPPLF), are subtracted from the lender's Tier 1 leverage ratio. The PPPLF was established by the FRB to provide a liquidity source to PPP lenders, through non-recourse credit secured by PPP loans. The Consolidated Appropriations Act, 2021, enacted onDecember 27, 2020 , extended some of the relief provisions in certain respects of the CARES Act, and appropriated an additional$284.0 billion to the PPP and permitted certain PPP borrowers to make "second draw" loans. TNB began submitting applications to the SBA on behalf of its customers onApril 4, 2020 and began funding those loans onApril 13, 2020 . Through the PPP, TNB had 7,398 loans totaling$623.0 million outstanding as ofDecember 31, 2020 . Net of deferred fees and costs of$12.9 million , PPP loans totaled$610.1 million atDecember 31, 2020 . Trustmark began submitting applications to the SBA on behalf of qualified small businesses under the third appropriation of PPP funds inJanuary 2021 . Due to the amount and nature of the PPP loans, these loans are not included in Trustmark's LHFI portfolio and are presented separately in the accompanying consolidated balance sheet. AtDecember 31, 2020 , TNB had no outstanding PPP loans pledged as collateral at the PPPLF. Trustmark cannot predict the amount of PPP loans that will be forgiven in whole or in part by the SBA, nor can it predict the magnitude and timing of the impact the PPP loans and related fees will have on Trustmark's net interest margin. However, TNB's participation in the PPP will likely have a significant impact on Trustmark's asset mix and net interest margin in 2021 as a result of the addition of these low interest rate loans and the related processing fees earned on these loans.
Executive Overview
Trustmark has been committed to meeting the banking and financial needs of its customers and communities for over 130 years. During the COVID-19 pandemic, Trustmark remains focused on providing support, advice and solutions to meet its customers' unique needs. During 2020, Trustmark experienced strong growth in its mortgage banking business, which increased noninterest income by$20.2 million and$96.0 million , respectively, when the three months and year endedDecember 31, 2020 are compared to the same time period in 2019. Trustmark continued to maintain and expand customer relationships as reflected by growth in the LHFI portfolio of$488.9 million , or 5.2%, and growth in deposits of$2.803 billion , or 24.9%, during 2020. Trustmark is committed to managing the 34 -------------------------------------------------------------------------------- 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 continued to invest in its insurance business with the completion of the acquisition of aMississippi -based agency during the second quarter of 2020. Trustmark's capital position remained solid, reflecting the consistent profitability of its diversified financial services businesses. The Board of Directors of Trustmark declared a quarterly cash dividend of$0.23 per share. The dividend is payableMarch 15, 2021 , to shareholders of record onMarch 1, 2021 .
Financial Highlights
Trustmark reported net income of$51.2 million , or basic and diluted earnings per share (EPS) of$0.81 , for the fourth quarter of 2020, compared to$33.9 million , or basic and diluted EPS of$0.53 , in the fourth quarter of 2019. Trustmark's reported performance during the quarter endedDecember 31, 2020 , produced a return on average tangible equity of 15.47%, a return on average assets of 1.28%, an average equity to average assets ratio of 10.82% and a dividend payout ratio of 28.40%, compared to a return on average tangible equity of 10.85%, a return on average assets of 1.00%, an average equity to average assets ratio of 12.30% and a dividend payout ratio of 43.40% during the quarter endedDecember 31, 2019 . Revenue, which is defined as net interest income plus noninterest income, totaled$177.5 million for the quarter endedDecember 31, 2020 compared to$153.2 million for the quarter endedDecember 31, 2019 , an increase of$24.3 million , or 15.9%. The increase in total revenue for the fourth quarter of 2020 was principally due to an increase in total noninterest income primarily as a result of the increase in mortgage banking, net. Net interest income for the fourth quarter of 2020 totaled$111.4 million , an increase of$5.8 million , or 5.5%, when compared to the fourth quarter of 2019, principally due to interest and fees on PPP loans of$14.9 million and a decline in interest on deposits of$11.4 million , or 64.1%, partially offset by a decline in interest and fees on LHFS and LHFI of$14.8 million , or 13.6%. The declines in interest on deposits and interest and fees on LHFS and LHFI for the fourth quarter of 2020 were principally due to lower interest rates. Noninterest income for the fourth quarter of 2020 totaled$66.1 million , an increase of$18.5 million , or 39.0%, when compared to the fourth quarter of 2019, principally due to an increase in mortgage banking, net of$20.2 million . The increase in mortgage banking, net for the fourth quarter of 2020 was principally due to an increase in gain on sales of loans, net. Noninterest expense for the fourth quarter of 2020 totaled$118.8 million , an increase of$8.8 million , or 8.0%, when compared to the fourth quarter of 2019, principally due to increases in salaries and employee benefits of$7.3 million , or 11.8%, and services and fees of$2.8 million , or 14.5%. The increase in salaries and employee benefits when the fourth quarter of 2020 is compared to the fourth quarter of 2019 was principally due to increases in performance based incentives, mortgage origination commissions, general merit increases and additional salaries expense related to the COVID-19 pandemic. The increase in services and fees when the fourth quarter of 2020 is compared to the fourth quarter of 2019 was principally due to increases in legal fees related to ongoing litigation matters and data processing charges related to software. Trustmark adopted FASB ASC Topic 326, in accordance with the amendments of FASB ASU 2016-13, effectiveJanuary 1, 2020 . The guidance in FASB ASC Topic 326 replaced Trustmark's previous incurred loss methodology with a methodology that reflects the current expected credit losses (often referred to as CECL) and requires consideration of a broader range of reasonable and supportable information to determine credit losses. Trustmark's allowance for credit losses (ACL) for LHFI is an estimate of expected credit losses inherent within Trustmark's existing LHFI portfolio. The ACL, LHFI is adjusted through the provision for credit losses and reduced by the charge off of loan amounts, net of recoveries. FASB ASC Topic 326 also requires Trustmark to estimate expected credit losses for off-balance sheet credit exposures which are not unconditionally cancellable by Trustmark. Trustmark maintains a separate allowance for credit losses for off-balance sheet credit exposures, including unfunded commitments and letters of credit. Adjustments to the allowance for credit losses on off-balance sheet credit exposures are recorded as noninterest expense in credit loss expense related to off-balance sheet credit exposures. Trustmark adopted FASB ASC Topic 326 using the modified retrospective approach prescribed by the amendments of FASB ASU 2016-13; therefore, prior period loan loss provision balances are presented under legacy GAAP and may not be comparable to current period credit loss presentation. Trustmark's provision for credit losses for the three months endedDecember 31, 2020 totaled a negative$4.4 million compared to a provision for loan losses, LHFI of$3.7 million for the three months endedDecember 31, 2019 . Credit loss expense related to off-balance sheet credit exposures totaled a negative$1.1 million for the three months endedDecember 31, 2020 . The decrease in the provision for credit losses and the credit loss expense related to off-balance sheet credit exposures for the fourth quarter of 2020 was primarily due to improvements in the economic forecast and macroeconomic factors. Please see the section captioned "Allowance for Credit Losses," for additional information regarding the provision for credit losses and credit loss expense related to off-balance sheet credit exposures. For the year endedDecember 31, 2020 , Trustmark reported net income of$160.0 million , or basic and diluted EPS of$2.52 and$2.51 , respectively, compared to$150.5 million , or basic and diluted EPS of$2.33 and$2.32 , respectively, for the year endedDecember 31, 2019 and$149.6 million , or basic and diluted EPS of$2.22 and$2.21 , respectively, for the year endedDecember 31 , 35 -------------------------------------------------------------------------------- 2018. Trustmark's reported performance for the year endedDecember 31, 2020 , produced a return on average tangible equity of 12.58%, a return on average assets of 1.05% and a dividend payout ratio of 36.51%, compared to a return on average tangible equity of 12.45%, a return on average assets of 1.11% and a dividend payout ratio of 39.48% for the year endedDecember 31, 2019 and a return on average tangible equity of 12.86%, a return on average assets of 1.11% and a dividend payout ratio of 41.44% for the year endedDecember 31, 2018 . Trustmark's average equity to average assets ratio was 11.05%, 12.02% and 11.78% for the years endedDecember 31, 2020 , 2019 and 2018, respectively. Revenue totaled$701.1 million for the year endedDecember 31, 2020 , compared to$613.6 million and$604.3 million for the years endedDecember 31, 2019 and 2018, respectively. The increase in total revenue for 2020 compared to 2019 was principally due to an increase in total noninterest income primarily as a result of the increase in mortgage banking, net. Net interest income for the year endedDecember 31, 2020 totaled$426.5 million , relatively unchanged when compared to the year endedDecember 31, 2019 , principally due to declines in interest and fees on LHFS and LHFI of$49.4 million , or 11.2%, interest and fees on acquired loans of$8.4 million , interest on securities of$7.0 million , or 12.5%, and other interest income of$3.8 million , or 70.9%, offset by a decline in interest on deposits of$41.7 million , or 52.7%, and the addition of interest and fees on PPP loans of$26.6 million . Declines in interest and fees on LHFS and LHFI, interest on securities and interest on deposits for 2020 were principally due to the decline in interest rates. The decline in interest and fees on acquired loans for 2020 was due to the reclassification of the remaining balance of acquired loans to LHFI upon the adoption of FASB ASC Topic 326. See the section captioned "Acquired Loans," for additional information regarding the acquired loans reclassified to LHFI. The decline in other interest income for 2020 was principally due to a decline in interest earned on deposits held at theFederal Reserve as a result of the FRB's decision to reduce the interest it pays on excess reserves from 1.60% to 0.10% in March of 2020. Noninterest income totaled$274.6 million for 2020, an increase of$87.5 million , or 46.8%, when compared to 2019, principally due to an increase in mortgage banking, net partially offset by a decline in service charges on deposit accounts. Mortgage banking, net increased$96.0 million when 2020 is compared to 2019, principally due to increases in gain on sales of loans, net and a positive net hedge ineffectiveness. Service charges on deposit accounts declined$10.3 million , or 24.2%, when 2020 is compared to 2019, principally due to declines in non-sufficient funds (NSF) and overdraft fees on consumer demand deposit and interest checking accounts and commercial demand deposit accounts, primarily due to declines in overdraft occurrences as a result of COVID-19 related business closures, stay-at-home orders and government stimulus programs. Noninterest expense totaled$475.2 million for 2020, an increase of$46.2 million , or 10.8%, when compared to 2019, principally due to increases in salaries and employee benefits and services and fees, as well as the addition of the credit loss expense related to off-balance sheet credit exposures. Salaries and employee benefits expense increased$24.5 million , or 9.9%, when 2020 is compared to 2019. During the first quarter of 2020, Trustmark completed a voluntary early retirement program and incurred$4.3 million of non-routine salaries and employee benefits expense related to this program. Excluding these non-routine expenses, salaries and employee benefits increased$20.3 million , or 8.2%, when 2020 is compared to 2019. The increase in salaries and employee benefits expense, excluding the non-routine expenses, for the year endedDecember 31, 2020 was principally due to higher commissions expense resulting from improvements in mortgage production as well as an increase in salary expenses as a result of an increase in performance incentives, general merit increases, an increase in overtime pay and temporary compensation adjustments and one-time payments to front-line associates as a result of the COVID-19 pandemic. Services and fees increased$10.5 million , or 14.3%, when 2020 is compared to 2019, primarily due to increases in legal fees related to ongoing litigation matters and data processing charges related to software. Trustmark's provision for credit losses for 2020 totaled$36.1 million compared to a provision for loan losses, LHFI of$10.8 million for 2019. Credit loss expense related to off-balance sheet credit exposures totaled$8.9 million for 2020. The increase in the provision for credit losses and the credit loss expense related to off-balance sheet credit exposures for the year endedDecember 31, 2020 was primarily due to net changes in the economic forecast due to the anticipated negative effects of the COVID-19 pandemic on the overall economy and macroeconomic factors. Please see the section captioned "Allowance for Credit Losses" for additional information regarding the provision for credit losses and credit loss expense related to off-balance sheet credit exposures. AtDecember 31, 2020 , nonperforming assets totaled$74.8 million , a decrease of$7.7 million , or 9.3%, compared toDecember 31, 2019 due to a decline other real estate partially offset by an increase in nonaccrual LHFI. Total nonaccrual LHFI were$63.1 million atDecember 31, 2020 , representing an increase of$9.9 million , or 18.6%, relative toDecember 31, 2019 , primarily due to LHFI placed on nonaccrual status in Trustmark'sAlabama ,Tennessee ,Texas andMississippi market regions, partially offset by reductions, pay-offs and charge-offs of nonaccrual LHFI in Trustmark'sMississippi andTennessee market regions. The percentage of loans, excluding PPP and acquired loans, that are 30 days or more past due and nonaccrual LHFI increased in 2020 to 2.08% compared to 1.28% in 2019 and 1.56% in 2018. Other real estate totaled$11.7 million atDecember 31, 2020 , a decline of$17.6 million , or 60.2%, when compared toDecember 31, 2019 , principally due to properties sold in Trustmark'sMississippi ,Florida ,Alabama , andTennessee market regions. 36 -------------------------------------------------------------------------------- LHFI totaled$9.825 billion atDecember 31, 2020 , an increase of$488.9 million , or 5.2%, compared toDecember 31, 2019 . OnJanuary 1, 2020 , Trustmark transferred$72.6 million , the remaining balance of the loans acquired in the BancTrust merger, from acquired impaired loans to LHFI as purchased credit deteriorated (PCD) loans as part of its adoption of FASB ASC Topic 326. For additional information regarding the acquired loans transferred to LHFI, see the section captioned "Acquired Loans." Excluding the transferred acquired loans, LHFI increased$416.3 million , or 4.4%, compared toDecember 31, 2019 . The increase in LHFI during 2020, excluding the transferred acquired loans, was primarily due to net growth in LHFI secured by real estate in Trustmark'sTexas ,Alabama ,Mississippi andTennessee market regions, partially offset by declines in commercial and industrial LHFI in theMississippi ,Tennessee andAlabama market regions. 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 "Liquidity" for further discussion of the components of Trustmark's excess funding capacity. Total deposits were$14.049 billion atDecember 31, 2020 , an increase of$2.803 billion , or 24.9%, compared toDecember 31, 2019 , reflecting increases in both noninterest-bearing and interest-bearing deposit accounts as customers deposited proceeds from line draws, PPP loans and other COVID-19 related stimulus programs. During 2020, noninterest-bearing deposits increased$1.458 billion , or 50.4%, primarily due to growth in all categories of noninterest-bearing deposit accounts. Interest-bearing deposits increased$1.345 billion , or 16.1%, during 2020, primarily due to growth in public and consumer interest checking accounts, commercial and consumer money market deposit accounts and consumer savings accounts, partially offset by declines in consumer time deposits.
During the fourth quarter of 2020, Trustmark issued
Critical Accounting Policies
Trustmark's consolidated financial statements are prepared in accordance with GAAP and follow general practices within the financial services industry. Application of these accounting principles requires Management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, actual financial results could differ from those estimates. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. These critical accounting policies are described below. For additional information regarding the accounting policies discussed below, please see Note 1 - Significant Accounting Policies set forth in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Allowance for Credit Losses (ACL)
LHFI
The ACL for LHFI is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Credit quality within the LHFI portfolio is continuously monitored by Management and is reflected within the ACL for loans. The ACL for LHFI is an estimate of expected losses inherent within Trustmark's existing LHFI portfolio. The ACL for LHFI is adjusted through the provision for credit losses and reduced by the charge off of loan amounts, net of recoveries. 37 -------------------------------------------------------------------------------- The credit loss estimation process involves procedures to appropriately consider the unique characteristics of Trustmark's LHFI portfolio segments. These segments are further disaggregated into loan classes, the level at which credit risk is estimated. When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the ACL is complex and requires judgement by Management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall LHFI portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods. Given the nature of many of the factors, forecasts and assumptions in the ACL methodology, it is not possible to provide meaningful estimates of the impact of any such potential change.
For a complete description of Trustmark's ACL methodology for the LHFI portfolio, please see Note 4 - LHFI and Allowance for Credit Losses, LHFI included in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Off-Balance Sheet Credit Exposures
Trustmark maintains a separate ACL on off-balance sheet credit exposures, including unfunded loan commitments and letters of credit, which are not unconditionally cancellable. Adjustments to the ACL on off-balance sheet credit exposures are recorded to credit loss expense related to off-balance sheet credit exposures in noninterest expense.
Expected credit losses for off-balance sheet credit exposures are estimated by calculating a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by Trustmark. Trustmark calculates a loan pool level unfunded amount for the period. In addition to the unfunded balances, Trustmark uses a funding rate for loan pools that are considered open-ended. In order to mitigate volatility and incorporate historical experience in the funding rate, Trustmark uses a twelve-quarter moving average. For the closed-ended loan pools, Trustmark takes a conservative approach and uses a 100% funding rate. The expected funding rate is applied to each pool's unfunded commitment balances to ensure that reserves will be applied to each pool based upon balances expected to be funded based upon historical levels. In addition to the funding rate being applied to the unfunded commitment balance, a reserve rate is applied that is loan pool specific and is applied to the unfunded amount to ensure loss factors, both quantitative and qualitative, are being considered on the unfunded portion of the loan pool, consistent with the methodology applied to the funded loan pools. Evaluations of the unfunded commitments are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the ACL is complex and requires judgement by Management about the effect of matters that are inherently uncertain. In future periods, evaluations of off-balance sheet credit exposures, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods. Given the nature of many of the factors, forecasts and assumptions in the ACL methodology, it is not possible to provide meaningful estimates of the impact of any such potential change. For a complete description of Trustmark's ACL methodology for the off-balance sheet credit exposures, please see the section captioned "Lending Related" in Note 17 - Commitments and Contingencies included in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Mortgage Servicing Rights (MSR)
Trustmark recognizes as assets the rights to service mortgage loans based on the estimated fair value of the MSR when loans are sold and the associated servicing rights are retained. Trustmark has elected to account for the MSR at fair value. The fair value of the MSR is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income and other ancillary income such as late fees. Management reviews all significant assumptions quarterly. Mortgage loan prepayment speeds, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the required rate of return investors in the market would require for an asset with similar risk. Both assumptions can, and generally will, change as market conditions and interest rates change. By way of example, an increase in either the prepayment speed or discount rate assumption will result in a decrease in the fair value of the MSR, while a decrease in either assumption will result in an increase in the fair value of the MSR. In recent years, there have been significant market-driven fluctuations in loan prepayment speeds and discount rates. These fluctuations can be rapid and may 38
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continue to be significant. Therefore, estimating prepayment speed and/or discount rates within ranges that market participants would use in determining the fair value of the MSR requires significant management judgment.
AtDecember 31, 2020 , the MSR fair value was$66.5 million . The impact on the MSR fair value of either a 10% adverse change in prepayment speeds or a 100 basis point increase in discount rates atDecember 31, 2020 , would be a decline in fair value of approximately$4.3 million and$2.4 million , respectively. Changes of equal magnitude in the opposite direction would produce similar increases in fair value in the respective amounts.
Trustmark records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangible assets, at fair value as required by FASB ASC Topic 805. The carrying amount of goodwill atDecember 31, 2020 totaled$334.6 million for the General Banking Segment and$50.7 million for the Insurance Segment, a consolidated total of$385.3 million . Trustmark's goodwill is not amortized but is subject to annual tests for impairment or more often if events or circumstances indicate it may be impaired. Trustmark's identifiable intangible assets, which totaled$7.4 million atDecember 31, 2020 , are amortized over their estimated useful lives and are subject to impairment tests if events or circumstances indicate a possible inability to realize the carrying amount. The initial recording and subsequent impairment testing of goodwill requires subjective judgments concerning estimates of the fair value of the acquired assets. The goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. An impairment loss would be recorded for the amount by which the carrying amount exceeds the reporting unit's fair value, limited to the total amount of goodwill allocated to that reporting unit. Trustmark performed an annual impairment test of goodwill for reporting units contained in both the General Banking and Insurance Segments as ofOctober 1, 2020 , 2019, and 2018, respectively, which indicated that no impairment charge was required. The impairment test for the General Banking Segment utilized valuations based on comparable deal values for financial institutions while the test for the Insurance Segment utilizes varying valuation scenarios for the multiple of earnings before interest, income taxes, depreciation and amortization method based on recent acquisition activity. Based on this analysis, Trustmark concluded that the fair value of the reporting units exceeded the carrying value for both the General Banking Segment and the Insurance Segment; therefore, no impairment charge was required. Significant changes in future profitability and value of its reporting units could affect Trustmark's impairment evaluation. The carrying amount of Trustmark's identifiable intangible assets subject to amortization is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition. That assessment is based on the carrying amount of the intangible assets subject to amortization at the date it is tested for recoverability. Intangible assets subject to amortization shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Fair values may be determined using market prices, comparison to similar assets, market multiples and other determinants. Factors that may significantly affect the estimates include, among others, competitive forces, customer behavior and attrition, changes in revenue growth trends and specific industry or market sector conditions. Other key judgments in accounting for intangibles include determining the useful life of the particular asset and classifying assets as either goodwill (which does not require amortization) or identifiable intangible assets (which does require amortization).
Contingent Liabilities
Trustmark estimates contingent liabilities based on Management's evaluation of the probability of outcomes and their ability to estimate the range of exposure. As stated in FASB ASC Topic 450, "Contingencies," a liability is contingent if the amount is not presently known but may become known in the future as a result of the occurrence of some uncertain future event. Accounting standards require that a liability be recorded if Management determines that it is probable that a loss has occurred, and the loss can be reasonably estimated. It is implicit in this standard that it must be probable that the loss will be confirmed by some future event. As part of the estimation process, Management is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of contingent liabilities, including legal contingencies and income tax liabilities, involves the use of critical estimates, assumptions and judgments. Management's estimates are based on their belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or Internal Revenue Service (IRS) positions, will not differ from Management's assessments. Whenever practicable, Management consults with outside experts (attorneys, consultants, claims administrators, etc.) to assist with the gathering and evaluation of information related to contingent liabilities. 39
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Recent Legislative and Regulatory Developments
For information regarding legislation and regulation applicable to Trustmark, see the section captioned "Supervision and Regulation" included in Part I. Item 1. - Business of this report.
Non-GAAP Financial Measures
In addition to capital ratios defined by GAAP and banking regulators, Trustmark utilizes various tangible common equity measures when evaluating capital utilization and adequacy. Tangible common equity, as defined by Trustmark, represents common equity less goodwill and identifiable intangible assets.
Trustmark believes these measures are important because they reflect the level of capital available to withstand unexpected market conditions. Additionally, presentation of these measures allows readers to compare certain aspects of Trustmark's capitalization to other organizations. These ratios differ from capital measures defined by banking regulators principally in that the numerator excludes shareholders' equity associated with preferred securities, the nature and extent of which varies across organizations. In Management's experience, many stock analysts use tangible common equity measures in conjunction with more traditional bank capital ratios to compare capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically stemming from the use of the purchase accounting method in accounting for mergers and acquisitions. These calculations are intended to complement the capital ratios defined by GAAP and banking regulators. Because GAAP does not include these capital ratio measures, Trustmark believes there are no comparable GAAP financial measures to these tangible common equity ratios. Despite the importance of these measures to Trustmark, there are no standardized definitions for them and, as a result, Trustmark's calculations may not be comparable with other organizations. Also, there may be limits in the usefulness of these measures to investors. As a result, Trustmark encourages readers to consider its audited consolidated financial statements and the notes related thereto in their entirety and not to rely on any single financial measure. 40
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The following table reconciles Trustmark's calculation of these measures to amounts reported under GAAP for the periods presented ($ in thousands, except per share data): Years Ended December 31, TANGIBLE EQUITY 2020 2019 2018 AVERAGE BALANCES Total shareholders' equity$ 1,681,587 $ 1,622,013 $ 1,586,877 Less: Goodwill (383,582 ) (379,627 ) (379,627 ) Identifiable intangible assets (8,060 ) (9,212 ) (13,751 ) Total average tangible equity$ 1,289,945 $ 1,233,174 $ 1,193,499 PERIOD END BALANCES Total shareholders' equity$ 1,741,117 $ 1,660,702 $ 1,591,453 Less: Goodwill (385,270 ) (379,627 ) (379,627 ) Identifiable intangible assets (7,390 ) (7,343 ) (11,112 ) Total tangible equity (a)$ 1,348,457 $ 1,273,732 $ 1,200,714 TANGIBLE ASSETS Total assets$ 16,551,840 $ 13,497,877 $ 13,286,460 Less: Goodwill (385,270 ) (379,627 ) (379,627 ) Identifiable intangible assets (7,390 ) (7,343 ) (11,112 ) Total tangible assets (b)$ 16,159,180 $ 13,110,907 $ 12,895,721 Risk-weighted assets (c)$ 12,017,378 $ 11,002,877 $ 10,803,313 NET INCOME ADJUSTED FOR INTANGIBLE AMORTIZATION Net income$ 160,025 $ 150,460 $ 149,584 Plus: Intangible amortization net of tax 2,289 3,088 3,938 Net income adjusted for intangible amortization$ 162,314 $ 153,548 $ 153,522 Period end common shares outstanding (d) 63,424,526 64,200,111 65,834,395 TANGIBLE EQUITY MEASUREMENTS Return on average tangible equity (1) 12.58 % 12.45 % 12.86 % Tangible equity/tangible assets (a)/(b) 8.34 % 9.72 % 9.31 % Tangible equity/risk-weighted assets (a)/(c) 11.22 % 11.58 % 11.11 % Tangible book value (a)/(d)*1,000$ 21.26 $ 19.84 $ 18.24 COMMON EQUITY TIER 1 CAPITAL (CET1) -BASEL III Total shareholders' equity$ 1,741,117 $ 1,660,702 $ 1,591,453 CECL transition adjustment (2) 31,199 - - AOCI-related adjustments 1,051 23,600 55,679 CET1 adjustments and deductions:Goodwill net of associated deferred tax liabilities (DTLs) (371,333 ) (365,738 ) (365,779 ) Other adjustments and deductions for CET1 (3) (6,190 ) (5,896 ) (9,815 ) CET1 capital (e) 1,395,844 1,312,668 1,271,538 Additional tier 1 capital instruments plus related surplus 60,000 60,000 60,000 Tier 1 capital$ 1,455,844 $ 1,372,668 $ 1,331,538 Common equity tier 1 risk-based capital ratio (e)/(c) 11.62 % 11.93 % 11.77 %
(1) Calculated using net income adjusted for intangible amortization divided by
total average tangible equity. (2) Trustmark elected the five-year phase-in transition period related to adopting FASB ASU 2016-13 for regulatory capital purposes. (3) Includes other intangible assets, net of DTLs, disallowed deferred tax
assets, threshold deductions and transition adjustments, as applicable.
Significant Non-routine Transactions
Trustmark discloses certain non-GAAP financial measures, including net income adjusted for significant non-routine transactions, because Management uses these measures for business planning purposes, including to manage Trustmark's business against internal projected results of operations and to measure Trustmark's performance. Trustmark views net income adjusted for significant non-routine transactions as a measure of its core operating business, which excludes the impact of the items detailed below, as these items are generally not operational in nature. This non-GAAP measure also provides another basis for comparing period-to-period results as presented in the accompanying selected financial data table and the audited consolidated financial statements by excluding potential differences caused by non-operational and unusual or non-recurring items. Readers are cautioned that these adjustments are not permitted under GAAP. Trustmark encourages readers to consider its audited consolidated financial statements and the notes related thereto, included in Part II. Item 8. - Financial Statements and Supplementary Data of this report, in their entirety, and not to rely on any single financial measure. 41
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The following table presents adjustments to net income and select financial ratios as reported in accordance with GAAP resulting from significant non-routine items occurring during the periods presented ($ in thousands, except per share data): Years Ended December 31, 2020 2019 2018 Amount Diluted EPS Amount Diluted EPS Amount Diluted EPS Net Income (GAAP)$ 160,025 $ 2.51$ 150,460 $ 2.32 $ 149,584 $ 2.21 Significant non-routine transactions: Voluntary early retirement program 3,281 0.05 - - - -
Net Income adjusted for significant
non-routine transactions (Non-GAAP)$ 163,306 $ 2.56$ 150,460 $ 2.32 $ 149,584 $ 2.21 Reported Adjusted Reported Adjusted Reported Adjusted (GAAP) (Non-GAAP) (GAAP) (Non-GAAP) (GAAP) (Non-GAAP) Return on average equity 9.52 % 9.69 % 9.28 % n/a 9.43 % n/a Return on average tangible equity 12.58 % 12.81 % 12.45 % n/a 12.86 % n/a Return on average assets 1.05 % 1.07 % 1.11 % n/a 1.11 % n/a
Voluntary Early Retirement Program
During the first quarter of 2020, Trustmark completed a voluntary early retirement program and incurred one-time charge of$4.4 million ($4.3 million of non-routine salaries and employee benefits expense and$102 thousand of other miscellaneous expense) related to this program.
Results of Operations
Net Interest Income
Net interest income is the principal component of Trustmark's income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities, can materially impact net interest income. The net interest margin is computed by dividing fully taxable equivalent (FTE) net interest income by average interest-earning assets and measures how effectively Trustmark utilizes its interest-earning assets in relationship to the interest cost of funding them. The accompanying Yield/Rate Analysis Table shows the average balances for all assets and liabilities of Trustmark and the interest income or expense associated with earning assets and interest-bearing liabilities. The yields and rates have been computed based upon interest income and expense adjusted to a FTE basis using the federal statutory corporate tax rate in effect for each of the periods shown. Loans on nonaccrual have been included in the average loan balances, and interest collected prior to these loans having been placed on nonaccrual has been included in interest income. Loan fees included in interest associated with the average LHFS and LHFI balances are immaterial. Net interest income-FTE for the year endedDecember 31, 2020 decreased$906 thousand , or 0.2%, when compared with the year endedDecember 31, 2019 . The net interest margin for 2020 decreased 43 basis points to 3.19% when compared to 2019. The net interest margin excluding PPP and acquired loans, which equals the reported net interest income-FTE excluding interest and fees on PPP and acquired loans, as a percentage of average earning assets excluding average PPP and acquired loans, was 3.15% for 2020, a decrease of 43 basis points when compared to 2019. The decrease in the net interest margin for 2020 was principally due to declines in the yield on the LHFI and LHFS and securities portfolios and the acquired loans that were transferred to LHFI as a result of the adoption of FASB ASC Topic 326, partially offset by lower costs of interest-bearing deposits and the addition of the PPP loans. As ofDecember 31, 2020 , TNB had 7,398 PPP loans outstanding totaling$623.0 million . Net of deferred fees and costs of$12.9 million , PPP loans totaled$610.1 million atDecember 31, 2020 . Processing fees earned by TNB as the originating lender are being amortized over the life of the loans. Payments on PPP loans are deferred until the date the SBA remits the borrower's loan forgiveness amount to the lender (or, if the borrower does not apply for loan forgiveness, ten months after the end of the borrower's loan forgiveness covered period). Trustmark cannot predict the amount of PPP loans that will be forgiven in whole or in part by the SBA, nor can it predict the magnitude and timing of the impact the PPP loans and related fees will have on Trustmark's net interest margin. However, TNB's participation in the PPP will likely have a significant impact on Trustmark's asset mix and net interest margin in 2021 as a result of the addition of these low interest rate loans and the related processing fees earned on these loans. 42
-------------------------------------------------------------------------------- Average interest-earning assets for 2020 were$13.740 billion compared to$12.131 billion for 2019, an increase of$1.609 billion , or 13.3%. The increase in average earning assets during 2020 was primarily due to increases in average loans (LHFS and LHFI) of$694.2 million , or 7.5%, average PPP loans of$646.7 million and average other earning assets of$416.5 million , which were partially offset by decreases in average securities of$50.4 million , or 2.0%, and average acquired loans of$88.9 million . The increase in average loans (LHFS and LHFI) was primarily attributable to the$488.9 million , or 5.2%, increase in the LHFI portfolio and a$220.6 million , or 97.5%, increase in LHFS when balances atDecember 31, 2020 are compared to balances atDecember 31, 2019 . The increase in LHFI was principally due to net growth in LHFI secured by real estate in Trustmark'sTexas ,Alabama ,Mississippi andTennessee market regions, partially offset by declines in commercial and industrial LHFI in theMississippi ,Tennessee andAlabama market regions. The increase in LHFS was principally due to the increase in mortgage loan originations, primarily due to lower interest rates on mortgage loans. The increase in average other earning assets when 2020 is compared to 2019 was primarily due to an increase in interest-bearing deposits due from banks, principally related to excess reserves held at the FRB as a result of the increase in customer deposit account balances. The decrease in average securities when 2020 is compared to 2019 was primarily due to calls, maturities and pay-downs of the underlying loans of government-sponsored enterprise (GSE) guaranteed securities, partially offset by purchase of securities available for sale. The decline in average acquired loans was due to the acquired loans that were transferred to LHFI as PCD loans onJanuary 1, 2020 as part of Trustmark's adoption of FASB ASC Topic 326. During 2020, interest income-FTE totaled$480.4 million , a decrease of$43.0 million , or 8.2%, while the yield on total earning assets declined 81 basis points to 3.50% when compared to 2019. The decrease in interest income-FTE in 2020 reflects declines in all categories of interest income partially offset by the addition of interest and fees on PPP loans. Interest and fees on PPP loans totaled$26.6 million for the year endedDecember 31, 2020 , while the yield on these loans was 4.12%. During 2020, interest and fees on LHFS and LHFI-FTE declined$50.0 million , or 11.1%, when compared to 2019, while the yield on loans (LHFS and LHFI) decreased 84 basis points to 4.03% as a result of lower interest rates. Interest and fees on acquired loans declined$8.4 million when 2020 is compared to 2019 due to the acquired loans that were transferred to LHFI as PCD loans onJanuary 1, 2020 as part of Trustmark's adoption of FASB ASC Topic 326. During 2020, interest on securities-taxable decreased$6.4 million , or 11.7%, while the yield on securities-taxable declined 24 basis points to 2.01% when compared to 2019, primarily due to the run off of maturing investment securities and lower interest rates on securities available for sale purchased during 2020. Other interest income declined$3.8 million , or 70.9%, when 2020 is compared to 2019, while the yield on other earning assets declined to 0.24% for 2020 compared to 2.23% for 2019. The decline in other interest income and the yield on other earning assets was principally due to the decline in the interest rate paid on excess reserves held at the FRB. Average interest-bearing liabilities for 2020 totaled$9.627 billion compared to$8.741 billion for 2019, an increase of$886.3 million , or 10.1%. The increase in average interest-bearing liabilities was primarily the result of the increase in average interest-bearing deposits. Average interest-bearing deposits for 2020 increased$783.5 million , or 9.2%, when compared to 2019, primarily due to growth in average interest-bearing demand deposits and savings deposits as customers deposited proceeds from line draws, PPP loans and other COVID-19 related stimulus programs, partially offset by a decline in average time deposits. Interest expense for 2020 totaled$41.8 million , a decrease of$42.1 million , or 50.2%, when compared with 2019, while the rate on total interest-bearing liabilities decreased 53 basis points to 0.43%. The decrease in total interest expense for 2020 when compared to 2019 was primarily due to a decline in interest on deposits. Interest on deposits decreased$41.7 million , or 52.7%, while the rate on interest-bearing deposits decreased 53 basis points to 0.40% when 2020 is compared to 2019, primarily due to lower interest rates. 43 -------------------------------------------------------------------------------- The following table provides the tax equivalent basis yield or rate for each component of the tax equivalent net interest margin for the periods presented ($ in thousands): Years Ended December 31, 2020 2019 2018 Average Yield/ Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets
Interest-earning assets: Federal funds sold and securities purchased under reverse repurchase agreements$ 221 $ 1 0.45 %$ 9,529 $ 240 2.52 %$ 716 $ 14 1.96 % Securities available for sale: Taxable 1,776,555 35,375 1.99 % 1,633,496 37,717 2.31 % 1,990,332 45,380 2.28 % Nontaxable 10,737 384 3.58 % 29,948 1,116 3.73 % 47,112 1,636 3.47 % Securities held to maturity: Taxable 626,983 12,875 2.05 % 799,726 16,932 2.12 % 950,836 20,702 2.18 % Nontaxable 25,366 982 3.87 % 26,874 1,050 3.91 % 30,336 1,194 3.94 % PPP loans 646,680 26,643 4.12 % - - - - - - Loans (LHFS and LHFI) 9,996,192 402,539 4.03 % 9,302,037 452,578 4.87 % 8,797,498 408,175 4.64 % Acquired loans - - - 88,903 8,373 9.42 % 179,808 17,115 9.52 % Other earning assets 657,096 1,559
0.24 % 240,622 5,363 2.23 % 197,431 4,196 2.13 % Total interest-earning assets
13,739,830 480,358 3.50 % 12,131,135 523,369 4.31 % 12,194,069 498,412 4.09 % Other assets 1,592,393 1,452,012 1,364,420 Allowance for loan losses (108,567 ) (83,559 ) (85,252 ) Total Assets$ 15,223,656 $ 13,499,588 $ 13,473,237 Liabilities and Shareholders' Equity Interest-bearing liabilities: Interest-bearing demand deposits$ 3,584,249 9,985 0.28 %$ 3,051,170 35,428 1.16 %$ 2,543,463 18,479 0.73 % Savings deposits 4,149,860 13,481 0.32 % 3,650,178 19,462 0.53 % 3,720,987 17,980 0.48 % Time deposits 1,534,673 14,021 0.91 % 1,783,928 24,281 1.36 % 1,823,562 17,477 0.96 % Federal funds purchased and securities sold under repurchase agreements 151,805 755 0.50 % 110,915 1,420 1.28 % 329,649 4,788 1.45 % Other borrowings 133,602 1,389 1.04 % 82,476 697 0.85 % 317,687 5,016 1.58 % Subordinated notes 10,766 474 4.40 % - - - - - - Junior subordinated debt securities 61,856 1,693 2.74 % 61,856 2,615 4.23 % 61,856 2,452 3.96 % Total interest-bearing liabilities 9,626,811 41,798 0.43 % 8,740,523 83,903 0.96 % 8,797,204 66,192 0.75 % Noninterest-bearing demand deposits 3,646,860 2,918,836 2,892,033 Other liabilities 268,398 218,216 197,123 Shareholders' equity 1,681,587 1,622,013 1,586,877 Total Liabilities and Shareholders' Equity$ 15,223,656 $ 13,499,588 $ 13,473,237 Net Interest Margin 438,560 3.19 % 439,466 3.62 % 432,220 3.54 % Less tax equivalent adjustments: Investments 287 455 594 Loans 11,736 12,422 12,206 Net Interest Margin per Consolidated Statements of Income$ 426,537 $ 426,589 $ 419,420 44
-------------------------------------------------------------------------------- The table below shows the change from year to year for each component of the tax equivalent net interest margin in the amount generated by volume changes and the amount generated by changes in the yield or rate (tax equivalent basis) for the periods presented ($ in thousands): 2020 Compared to 2019 2019 Compared to 2018 Increase (Decrease) Due To: Increase (Decrease) Due To: Yield/ Yield/ Volume Rate Net Volume Rate Net Interest earned on: Federal funds sold and securities purchased under
reverse repurchase agreements
$ 221 $ 5 $ 226 Securities available for sale: Taxable 3,142 (5,484 ) (2,342 ) (8,252 ) 589 (7,663 ) Nontaxable (689 ) (43 ) (732 ) (634 ) 114 (520 ) Securities held to maturity: Taxable (3,519 ) (538 ) (4,057 ) (3,213 ) (557 ) (3,770 ) Nontaxable (57 ) (11 ) (68 ) (135 ) (9 ) (144 ) PPP loans 26,643 - 26,643 - - - Loans, net of unearned income (LHFS and LHFI) 32,082 (82,121 ) (50,039 ) 23,818 20,585 44,403 Acquired loans (4,187 ) (4,186 ) (8,373 ) (8,564 ) (178 ) (8,742 ) Other earning assets 3,808 (7,612 ) (3,804 ) 961 206 1,167 Total interest-earning assets 57,093 (100,104 ) (43,011 )
4,202 20,755 24,957
Interest paid on: Interest-bearing demand deposits 5,290 (30,733 ) (25,443 ) 4,290 12,659 16,949 Savings deposits 2,400 (8,381 ) (5,981 ) (346 ) 1,828 1,482 Time deposits (3,046 ) (7,214 ) (10,260 ) (385 ) 7,189 6,804 Federal funds purchased and securities sold under repurchase agreements 401 (1,066 ) (665 ) (2,863 ) (505 ) (3,368 ) Other borrowings 508 184 692 (2,659 ) (1,660 ) (4,319 ) Subordinated notes 474 - 474 - - - Junior subordinated debt securities - (922 ) (922 ) - 163 163 Total interest-bearing liabilities 6,027 (48,132 ) (42,105 ) (1,963 ) 19,674 17,711 Change in net interest income on a tax equivalent basis$ 51,066 $ (51,972 ) $ (906 ) $ 6,165 $ 1,081 $ 7,246 The change in interest due to both volume and yield or rate has been allocated to change due to volume and change due to yield or rate in proportion to the absolute value of the change in each. Tax-exempt income has been adjusted to a tax equivalent basis using the federal statutory corporate tax rate in effect for each of the three years presented. The balances of nonaccrual loans and related income recognized have been included for purposes of these computations.
Provision for Credit Losses
Trustmark adopted FASB ASC Topic 326, in accordance with the amendments of FASB ASU 2016-13, effectiveJanuary 1, 2020 . The guidance in FASB ASC 326 replaces Trustmark's previous incurred loss methodology with a methodology that reflects the current expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit losses. The provision for credit losses is the amount necessary to maintain the allowance for credit losses, LHFI at the amount of expected credit losses inherent within the LHFI portfolio. The amount of provision for credit losses and the related ACL for LHFI are based on Trustmark's ACL methodology. The provision for credit losses totaled$36.1 million for 2020, compared to a provision for loan losses, LHFI of$10.8 million for 2019 and$18.0 million for 2018. The provision for credit losses for the year endedDecember 31, 2020 primarily reflected net changes in the economic forecast due to the current and anticipated negative effects of the COVID-19 pandemic on the overall economy and macroeconomic factors. See the section captioned "Allowance for Credit Losses, LHFI" for information regarding Trustmark's ACL methodology as well as further analysis of the provision for credit losses. 45
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Noninterest Income
Noninterest income represented 39.2%, 30.5% and 30.6% of total revenue, before securities gains (losses), net in 2020, 2019 and 2018, respectively. The following table provides the comparative components of noninterest income for the periods presented ($ in thousands): Years Ended December 31, 2020 2019 2018 Amount % Change Amount
% Change Amount % Change
Service charges on deposit accounts
-2.5 %$ 43,702 -0.7 % Bank card and other fees 31,022 -2.2 % 31,736 9.8 % 28,905 2.2 % Mortgage banking, net 125,822 n/m 29,822 -14.0 % 34,674 16.0 % Insurance commissions 45,176 6.6 % 42,396 4.7 % 40,481 6.1 % Wealth management 31,625 3.1 % 30,679 1.1 % 30,338 - Other, net 8,659 -11.7 % 9,809 45.6 % 6,736 -51.7 % Total Noninterest Income$ 274,593 46.8 %$ 187,045 1.2 %$ 184,836 0.1 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
Changes in various components of noninterest income for the year ended
Service Charges on Deposit Accounts
The decline in service charges on deposit accounts when 2020 is compared to 2019 was principally due to declines in NSF and overdraft fees on consumer and commercial demand deposit accounts and consumer interest checking accounts, primarily due to declines in overdraft occurrences as a result of COVID-19 related business closures, stay-at-home orders and government stimulus programs.
Mortgage Banking, Net
The following table illustrates the components of mortgage banking, net included in noninterest income for the periods presented ($ in thousands):
Years Ended December 31, 2020 2019 2018 Amount % Change Amount % Change Amount % Change Mortgage servicing income, net$ 23,681 3.5 %$ 22,883 2.9 %$ 22,248 2.7 % Change in fair value-MSR from runoff (16,588 ) 40.2 % (11,835 ) 0.5 % (11,774 ) 9.2 % Gain on sales of loans, net 110,903 n/m 30,296 39.0 % 21,800 16.2 % Mortgage banking income before net hedge ineffectiveness 117,996 n/m 41,344 28.1 % 32,274 8.9 % Change in fair value-MSR from market changes (26,147 ) 24.0 % (21,078 ) n/m 7,342 n/m Change in fair value of derivatives 33,973 n/m 9,556 n/m (4,942 ) n/m Net hedge ineffectiveness 7,826 n/m (11,522 ) n/m 2,400 n/m Mortgage banking, net$ 125,822 n/m$ 29,822 -14.0 %$ 34,674 16.0 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
The increase in mortgage banking, net when 2020 is compared to 2019 was principally due to increases in gain on sales of loans, net and a positive net hedge ineffectiveness. The positive net hedge ineffectiveness for the year endedDecember 31, 2020 was primarily due to widening spreads between mortgage and ten-yearTreasury rates. Mortgage loan production totaled$2.985 billion for 2020 an increase of$1.222 billion , or 69.4%, when compared to 2019. Mortgage loan production totaled$1.762 billion for 2019 an increase of$361.1 million , or 25.8%, when compared to 2018. The increase in mortgage loan production during 2020 was primarily due to the increase in refinance activity driven by the low interest rate environment. Loans serviced for others totaled$7.657 billion atDecember 31, 2020 , compared with$7.157 billion atDecember 31, 2019 , and$6.835 billion atDecember 31, 2018 . Representing a significant component of mortgage banking income is gain on sales of loans, net. The increase in the gain on sales of loans, net when 2020 is compared to 2019 was primarily the result of higher profit margins in secondary marketing activities and increases in the volume of loans sold and the mortgage valuation adjustment. Loan sales increased$1.128 billion , or 80.4%, during 46 -------------------------------------------------------------------------------- 2020 to total$2.532 billion compared to an increase of$311.3 million , or 28.5%, during 2019 to total$1.404 billion . The increases in loan sales during 2020 and 2019 were principally due to increases in mortgage lending activity as a result of lower interest rates.
Other Income, Net
The following table illustrates the components of other income, net included in noninterest income for the periods presented ($ in thousands):
Years Ended December 31, 2020 2019 2018 Amount % Change Amount % Change Amount % Change Partnership amortization for tax credit purposes$ (5,700 ) -25.4 %$ (7,644 ) -12.2 %$ (8,707 ) -8.9 % Increase in life insurance cash surrender value 6,881 -4.5 % 7,202 1.1 % 7,121 -0.1 % Other miscellaneous income 7,478 -27.1 % 10,251 23.2 % 8,322 -49.2 % Total other, net$ 8,659 -11.7 %$ 9,809 45.6 %$ 6,736 -51.7 % The decrease in other income, net when 2020 is compared to 2019 was primarily due to a decline in other miscellaneous income, principally due to settlement proceeds received during the fourth quarter of 2019 as well as declines in other partnership investments and net gains on sales of premises and equipment in 2020, partially offset by a decrease in the amortization of tax credit partnerships.
Noninterest Expense
The following table illustrates the comparative components of noninterest expense for the periods presented ($ in thousands):
Years Ended December 31, 2020 2019 2018 Amount % Change Amount % Change Amount % Change Salaries and employee benefits$ 272,257 9.9 %$ 247,717 4.1 %$ 238,033 3.8 % Services and fees 83,816 14.3 % 73,315 10.4 % 66,382 9.0 % Net occupancy-premises 26,489 1.3 % 26,149 -2.1 % 26,703 3.6 % Equipment expense 23,277 -1.9 % 23,733 -4.4 % 24,830 1.5 % Other real estate expense: Write-downs 1,786 -29.8 % 2,544 n/m 873 -73.5 % Net (gain)/loss on sale (897 ) n/m 291 n/m (700 ) -66.5 % Carrying costs 1,067 -0.4 % 1,071 -41.4 % 1,829 -25.9 % Total other real estate expense, net 1,956 -49.9 % 3,906 95.1 % 2,002 -45.5 % Credit loss expense for off-balance sheet credit exposures 8,934 100.0 % - - - - Other expense 58,506 8.0 % 54,182 -5.7 % 57,465 -16.1 % Total noninterest expense$ 475,235 10.8 %$ 429,002 3.3 %$ 415,415 -3.4 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
Changes in the various component of noninterest expense for the year endedDecember 31, 2020 are discussed in further detail below. Management considers disciplined expense management a key area of focus in the support of improving shareholder value.
Salaries and Employee Benefits
During the first quarter of 2020, Trustmark completed a voluntary early retirement program and incurred$4.3 million of non-routine salaries and employee benefits expense related to this program. Excluding these non-routine expenses, salaries and employee benefits increased$20.3 million , or 8.2%, when 2020 is compared to 2019. The increase in salaries and employee benefits expense, excluding the non-routine expenses, for the year endedDecember 31, 2020 was principally due to higher commissions expense resulting from improvements in mortgage production as well as an increase in salary expenses as a result of an increase in performance incentives, general merit increases, an increase in overtime pay and temporary compensation adjustments and one-time payments to front-line associates as a result of the COVID-19 pandemic. 47
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Services and Fees
The increase in services and fees when 2020 is compared to 2019 was primarily due to increases in legal fees related to ongoing litigation matters and data processing charges related to software due to continued investments in technology to enhance growth and efficiency opportunities.
Other Real Estate Expense, Net
The decrease in other real estate expense, net for 2020 compared to 2019 was principally due to an increase in net gains on sales of other real estate properties as well as a decline in write-downs of other real estate. For additional analysis of other real estate and foreclosure expenses, please see the section captioned "Nonperforming Assets, Excluding PPP and Acquired Loans."
Credit Loss Expense Related to Off-Balance Sheet Credit Exposures
Trustmark adopted FASB ASC Topic 326, in accordance with the amendments of FASB ASU 2016-13, effectiveJanuary 1, 2020 . The guidance in FASB ASC 326 replaces Trustmark's previous incurred loss methodology with a methodology that reflects the current expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit losses. FASB ASC Topic 326 also requires Trustmark to estimate expected credit losses for off-balance sheet credit exposures which are not unconditionally cancellable by Trustmark. Trustmark maintains a separate ACL for off-balance sheet credit exposures, including unfunded commitments and letters of credit. Adjustments to the ACL on off-balance sheet credit exposures are recorded as noninterest expense in credit loss expense related to off-balance sheet credit exposures. The increase in the credit loss expense related to off-balance sheet exposures for the year endedDecember 31, 2020 was primarily due to net changes in the economic forecast due to the current and anticipated negative effects of the COVID-19 pandemic on the overall economy and macroeconomic factors.
Other Expense
The following table illustrates the comparative components of other noninterest expense for the periods presented ($ in thousands):
Years Ended December 31, 2020 2019 2018 Amount % Change Amount % Change Amount % Change Loan expense$ 12,934 11.9 %$ 11,554 4.2 %$ 11,086 1.6 % Amortization of intangibles 3,052 -25.9 % 4,116 -21.6 % 5,248 -14.9 % FDIC assessment expense 6,090 -5.5 % 6,444 -31.7 % 9,429 -14.4 % Other miscellaneous expense 36,430 13.6 % 32,068 1.2 % 31,702 -21.5 % Total other expense$ 58,506 8.0 %$ 54,182 -5.7 %$ 57,465 -16.1 % The increase in other miscellaneous expense when 2020 is compared to 2019 was principally due to the settlement proceeds received during the third quarter of 2019 related to the Trust Department and increases in other miscellaneous charges, charitable contributions and sponsorships and property valuation adjustments related to properties transferred to assets held for sale, partially offset by a decline in travel and entertainment expenses as a result of travel restrictions during the COVID-19 pandemic. The increase in loan expense for 2020 when compared to 2019 was primarily due to increases in appraisal fees.
Results of Segment Operations
Trustmark's operations are managed along three operating segments: General Banking, Wealth Management and Insurance. A description of each segment and the methodologies used to measure financial performance and financial information by reportable segment are included in Note 21 - Segment Information located in Part II. Item 8. - Financial Statements and Supplementary Data of this report. During the first quarter of 2020, Trustmark revised the composition of its operating segments by moving theRetail Private Banking Group from the General Banking Segment to the Wealth Management Segment as a result of a change in supervision of this group for segment reporting purposes. Prior periods include reclassifications to conform to current period presentation.
The following table provides the net income by reportable segment for the periods presented ($ in thousands):
Years Ended December 31, 2020 2019 2018 General Banking$ 145,939 $ 136,117 $ 137,800 Wealth Management 5,556 6,388 4,412 Insurance 8,530 7,955 7,372 Consolidated Net Income$ 160,025 $ 150,460 $ 149,584 48
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General Banking
Net interest income for the General Banking Segment for 2020 increased$628 thousand , or 0.1%, when compared with 2019. The slight increase in net interest income was principally due to a decline in interest on deposits and the addition of interest and fees on PPP loans, largely offset by declines in all other sources of interest income. Net interest income for the General Banking Segment for 2019 increased$7.1 million , or 1.7%, when compared with 2018. The increase in net interest income was principally due to increases in interest and fees on LHFS and LHFI and decreases in other interest expense and interest expense on federal funds purchased and repurchase agreements, which were largely offset by an increase in interest on deposits and declines in interest on securities and interest and fees on acquired loans. The provision for credit losses for 2020 totaled$36.1 million compared to a provision for loan losses, net of$10.6 million during 2019 and$17.1 million during 2018. For more information on these net interest income items, please see the sections captioned "Financial Highlights" and "Results of Operations." Noninterest income for the General Banking Segment increased$83.9 million , or 73.8%, during 2020 compared to a decrease of$174 thousand , or 0.2%, during 2019. The increase in noninterest income for the General Banking Segment during 2020 was primarily due to increase in mortgage banking, net, partially offset by a decline in service charges on deposit accounts. The slight decrease in noninterest income for the General Banking Segment during 2019 was primarily due to the declines in mortgage banking, net and service charges on deposit accounts, which were largely offset by increases in bank card and other fees and other noninterest income, net. Noninterest income for the General Banking Segment represented 32.0% of total revenue for 2020, 21.3% for 2019 and 21.6% for 2018. Noninterest income for the General Banking Segment includes service charges on deposit accounts; bank card and other fees; mortgage banking, net; other income, net and securities gains (losses), net. For more information on these noninterest income items, please see the analysis included in the section captioned "Noninterest Income." Noninterest expense for the General Banking Segment increased$42.8 million , or 11.6%, during 2020 compared to an increase of$14.8 million , or 4.2%, during 2019. The increase in noninterest expense for the General Banking Segment for 2020 was principally due to increases in salaries and employee benefits, services and fees and the addition of the credit loss expense related to off-balance sheet credit exposures as a result of the adoption of FASB ASC Topic 326. During the first quarter of 2020, Trustmark completed a voluntary early retirement program which resulted in non-routine transaction expenses of$4.4 million ($4.3 million of salaries and employee benefits expense and$102 thousand of other expense). The increase in noninterest expense for 2019 was principally due to increases in salaries and employee benefits, services and fees, other real estate expense, net and charitable contributions related to the Mississippi Children's Promise Act. For more information on these noninterest expense items, please see the analysis included in the section captioned "Noninterest Expense."
Wealth Management
During 2020, net income for the Wealth Management Segment decreased$832 thousand , or 13.0%, compared to an increase of$2.0 million , or 44.8%, during 2019. The decrease in net income for the Wealth Management Segment during 2020 was principally due to an increase in noninterest expense as well as a decline in net interest income, partially offset by an increase in noninterest income. Net interest income for the Wealth Management Segment decreased$668 thousand , or 9.9%, during 2020 compared to an increase of$11 thousand , or 0.2%, during 2019. Noninterest income for the Wealth Management Segment, which includes income related to investment management, trust and brokerage services, increased$774 thousand , or 2.5%, during 2020, principally due to an increase in fees from brokerage services. Noninterest income for the Wealth Management Segment increased$440 thousand , or 1.5%, during 2019. The slight increase in noninterest income for the Wealth Management Segment during 2019 was primarily attributable to an increase in trust management fees. Noninterest expense increased$1.4 million , or 5.0%, during 2019 compared to a decrease of$2.5 million , or 8.0%, during 2019. The increase in noninterest expense for the Wealth Management Segment for 2020 was principally due to the comparison impact of insurance settlement proceeds received during 2019 related to a legal case settled in 2018, which was partially offset by declines in outside services and fees and salary and employee benefit expense. The decrease in noninterest expense for the Wealth Management Segment during 2019 was principally due to a decrease in professional service fees, as well as insurance settlement proceeds received during 2019 related to a legal case settled in 2018.
At
Insurance
Net income for the Insurance Segment during 2020 increased$575 thousand , or 7.2%, compared to an increase of$583 thousand , or 7.9%, during 2019. Noninterest income for the Insurance Segment, which predominately consists of insurance commissions, increased$2.8 million , or 6.7%, during 2020, compared to an increase of$1.9 million , or 4.8%, during 2019. The increase in noninterest income for the Insurance Segment during 2020 was primarily due to new business commission volume in the property and casualty business and increases in other commission income. The increase in noninterest income for the Insurance Segment during 2019 was primarily due to new insurance commission volume across all lines of business. 49 -------------------------------------------------------------------------------- Noninterest expense for the Insurance Segment increased$2.0 million , or 6.3%, during 2020 and$1.3 million , or 4.2%, during 2019. The increase in noninterest expense for the Insurance Segment for 2020 was principally due to higher salaries expense resulting from modest general merit increases and higher commission expense due to improvements in business volumes and associates added as a result of an insurance agency acquired during the period, as well as increases in outside services and fees and other miscellaneous expense. The increases in noninterest expense for the Insurance Segment during 2019 was primarily due to higher commission expense due to improvements in business volumes and higher salaries expense resulting from modest general merit increases. Trustmark performed an annual impairment test of the book value of goodwill held in the Insurance Segment as ofOctober 1, 2020 , 2019, and 2018. Based on this analysis, Trustmark concluded that no impairment charge was required. A renewed period of falling prices and suppressed demand for the products of the Insurance Segment could result in impairment of goodwill in the future. FBBI's ability to maintain the current income trend is dependent on the success of the subsidiary's continued initiatives to attract new business through cross referrals between practice units and bank relationships and seeking new business in other markets. FBBI acquiredBoyles Moak Insurance Services (Boyles), aMississippi based insurance agency, for$5.0 million onMay 1, 2020 . The acquisition was accounted for in accordance with FASB ASC Topic 805, "Business Combinations." Accordingly, the assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. The excess of the consideration paid over the estimated fair value of the net assets acquired was$3.6 million , which was recorded as goodwill under FASB ASC Topic 805. The identifiable intangible assets acquired represented insurance customer relationships and trade name and totaled$2.1 million , the estimated fair value at the acquisition date. Income Taxes For the year endedDecember 31, 2020 , Trustmark's combined effective tax rate was 15.7% compared to 13.4% in 2019 and 13.0% in 2018. Trustmark's effective tax rate continues to be less than the statutory rate primarily due to various tax-exempt income items and its utilization of income tax credit programs. Trustmark invests in partnerships that provide income tax credits on a Federal and/or State basis (i.e., new market tax credits, low income housing tax credits or historical tax credits). The income tax credits related to these partnerships are utilized as specifically allowed by income tax law and are recorded as a reduction in income tax expense.
Financial Condition
Earning assets serve as the primary revenue streams for Trustmark and are comprised of securities, loans, federal funds sold, securities purchased under reverse repurchase agreements and other earning assets. Average earning assets totaled$13.740 billion , or 90.3% of total average assets, atDecember 31, 2020 , compared with$12.131 billion , or 89.9% of total average assets, atDecember 31, 2019 , an increase of$1.609 billion , or 13.3%.
Securities
The securities portfolio is utilized by Management to manage interest rate risk, generate interest income, provide liquidity and use as collateral for public and wholesale funding. Risk and return can be adjusted by altering duration, composition and/or balance of the portfolio. The weighted-average life of the portfolio atDecember 31, 2020 and 2019 was 2.9 and 3.5 years, respectively. When compared withDecember 31, 2019 , total investment securities increased by$189.4 million , or 8.1%, during 2020. This increase resulted primarily from purchases of available for sale securities partially offset by calls, maturities and pay-downs of the underlying loans of GSE guaranteed securities. Trustmark sold no securities during 2020 or 2019. During 2013, Trustmark reclassified approximately$1.099 billion of securities available for sale as securities held to maturity to mitigate the potential adverse impact of a rising interest rate environment on the fair value of the available for sale securities and the related impact on tangible common equity. The resulting net unrealized holding loss is being amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security. AtDecember 31, 2020 , the net unamortized, unrealized loss on the transferred securities included in accumulated other comprehensive income (loss), net of tax, (AOCI) in the accompanying consolidated balance sheets totaled$8.9 million ($6.7 million net of tax) compared to$12.1 million ($9.1 million net of tax) atDecember 31, 2019 . Available for sale securities are carried at their estimated fair value with unrealized gains or losses recognized, net of taxes, in AOCI, a separate component of shareholders' equity. AtDecember 31, 2020 , available for sale securities totaled$1.992 billion , which represented 78.7% of the securities portfolio, compared to$1.602 billion , or 68.5%, atDecember 31, 2019 . AtDecember 31, 2020 , unrealized gains, net on available for sale securities totaled$32.0 million compared to unrealized gains, net of$1.4 million atDecember 31, 2019 . AtDecember 31, 2020 , available for sale securities consisted of obligations of states and political subdivisions, GSE guaranteed mortgage-related securities and direct obligations of government agencies and GSEs. 50
-------------------------------------------------------------------------------- Held to maturity securities are carried at amortized cost and represent those securities that Trustmark both intends and has the ability to hold to maturity. AtDecember 31, 2020 , held to maturity securities totaled$538.1 million and represented 21.3% of the total securities portfolio, compared with$738.1 million , or 31.5%, atDecember 31, 2019 . The table below indicates the amortized cost of securities available for sale and held to maturity by type atDecember 31, 2020 , 2019 and 2018 ($ in thousands): December 31, 2020 2019 2018 Securities available for sale U.S. Government agency obligations$ 18,378 $ 22,965 $ 31,235 Obligations of states and political subdivisions 5,198 24,952 50,503 Mortgage-backed securities Residential mortgage pass-through securities Guaranteed by GNMA 55,193 69,196 69,648 Issued by FNMA and FHLMC 1,421,861 714,350 685,520 Other residential mortgage-backed securities Issued or guaranteed by FNMA, FHLMC or GNMA 409,883 656,162 830,129 Commercial mortgage-backed securities Issued or guaranteed by FNMA, FHLMC or GNMA 49,260 113,359 187,494 Total securities available for sale$ 1,959,773 $
1,600,984
Securities held to maturity U.S. Government agency obligations $ -$ 3,781 $ 3,736 Obligations of states and political subdivisions 26,584 31,781 35,783 Mortgage-backed securities Residential mortgage pass-through securities Guaranteed by GNMA 7,598 10,820 12,090 Issued by FNMA and FHLMC 67,944 96,631 115,133 Other residential mortgage-backed securities Issued or guaranteed by FNMA, FHLMC or GNMA 360,361 485,324 578,827 Commercial mortgage-backed securities Issued or guaranteed by FNMA, FHLMC or GNMA 75,585 109,762 164,074 Total securities held to maturity$ 538,072 $ 738,099 $ 909,643 51
-------------------------------------------------------------------------------- The following table details the maturities of securities available for sale and held to maturity using the amortized cost atDecember 31, 2020 , and the weighted-average yield for each range of maturities (tax equivalent basis) ($ in thousands): Maturing After One, After Five, Within But Within But Within After One Year Yield Five Years Yield Ten Years Yield Ten Years Yield Total Securities available for sale U.S. Government agency obligations$ 1,570 4.10 %$ 210
3.05 %
subdivisions - - 1,317 2.63 % - - 3,881 4.52 %
5,198
Mortgage-backed securities Residential mortgage pass-through securities Guaranteed by GNMA - - 2,033 1.76 % 2,193 2.48 % 50,967 2.03 % 55,193 Issued by FNMA and FHLMC - - 16,662
2.60 % 275,628 1.82 % 1,129,571 1.28 % 1,421,861 Other residential mortgage-backed
securities
Issued or guaranteed by
FHLMC, or GNMA 120 2.00 % 663
1.19 % 17,800 2.25 % 391,300 2.13 % 409,883 Commercial mortgage-backed
securities
Issued or guaranteed by
FHLMC, or GNMA - - 43,772 2.31 % 1,374 3.41 % 4,114 2.97 %
49,260
Total securities available for sale
2.36 %
Securities held to maturity Obligations of states and political subdivisions$ 19,237 4.05 %$ 7,347 4.16 % $ - - $ - - $
26,584
Mortgage-backed securities Residential mortgage pass-through securities Guaranteed by GNMA - - - - - - 7,598 2.02 % 7,598 Issued by FNMA and FHLMC - - - - 25,782 1.72 % 42,162 1.86 % 67,944
Other residential mortgage-backed
securities Issued or guaranteed byFNMA , FHLMC, or GNMA - - - - - - 360,361 1.88 % 360,361 Commercial mortgage-backed securities Issued or guaranteed byFNMA , FHLMC, or GNMA - - 62,375 2.29 % - - 13,210 2.47 % 75,585
Total securities held to maturity
2.48 %$ 25,782 1.72 %$ 423,331 1.90 %$ 538,072 Mortgage-backed securities and collateralized mortgage obligations are included in maturity categories based on their stated maturity date. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Management continues to focus on asset quality as one of the strategic goals of the securities portfolio, which is evidenced by the investment of approximately 98.7% of the portfolio in GSE-backed obligations and other Aaa-rated securities as determined by Moody's Investors Services (Moody's). None of the securities owned by Trustmark are collateralized by assets which are considered sub-prime. Furthermore, outside of stock ownership in the FHLB ofDallas , FHLB ofAtlanta andFederal Reserve Bank of Atlanta , Trustmark does not hold any other equity investment in a GSE. As ofDecember 31, 2020 , Trustmark did not hold securities of any one issuer with a carrying value exceeding ten percent of total shareholders' equity, other than certain GSEs which are exempt from inclusion. Management continues to closely monitor the credit quality as well as the ratings of the debt and mortgage-backed securities issued by the GSEs and held in Trustmark's securities portfolio. 52
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The following table presents Trustmark's securities portfolio by amortized cost
and estimated fair value and by credit rating, as determined by Moody's, at
Amortized Cost
Estimated Fair Value
Amount % Amount % Securities Available for Sale Aaa$ 1,954,575 99.7 %$ 1,985,980 99.7 % Baa1 to Baa3 1,064 0.1 % 1,105 0.1 % Not Rated (1) 4,134 0.2 % 4,730 0.2 % Total securities available for sale$ 1,959,773 100.0 %$ 1,991,815 100.0 % Securities Held to Maturity Aaa$ 511,488 95.1 %$ 536,276 95.2 % Aa1 to Aa3 22,528 4.1 % 22,650 4.0 % Not Rated (1) 4,056 0.8 %
4,189 0.8 %
Total securities held to maturity
(1) Not rated issues primarily consist of
obligations.
The table above presenting the credit rating of Trustmark's securities is formatted to show the securities according to the credit rating category, and not by category of the underlying security. AtDecember 31, 2020 , approximately 99.7% of the available for sale securities, measured at the estimated fair value, and 95.1% of the held to maturity securities, measured at amortized cost, were rated Aaa. LHFS AtDecember 31, 2020 , LHFS totaled$447.0 million , consisting of$305.8 million of residential real estate mortgage loans in the process of being sold to third parties and$141.2 million ofGovernment National Mortgage Association (GNMA) optional repurchase loans. AtDecember 31, 2019 , LHFS totaled$226.3 million , consisting of$169.3 million of residential real estate mortgage loans in the process of being sold to third parties and$57.1 million of GNMA optional repurchase loans. Please refer to the nonperforming assets table that follows for information on GNMA loans eligible for repurchase which are past due 90 days or more.
Trustmark did not exercise its buy-back option on any delinquent loans serviced for GNMA during 2020 or 2019.
For additional information regarding the GNMA optional repurchase loans, please see the section captioned "Past Due LHFS" included in Note 4 - LHFI and Allowance for Credit Losses, LHFI of Part II. Item 8. - Financial Statements and Supplementary Data of this report.
LHFI
The full impact of the COVID-19 pandemic is unknown and rapidly evolving. It has caused substantial disruption in international andthe United States economies, markets and employment. The outbreak may have a significant adverse impact on certain industries Trustmark serves, including the restaurant and food services, hotel, retail and energy industries. See the section captioned "COVID-19 Update" for further information and discussion regarding the current and anticipated impact of the COVID-19 pandemic. 53 -------------------------------------------------------------------------------- The table below provides the carrying value of the LHFI portfolio by loan class for each year of the five-year period endedDecember 31, 2020 ($ in thousands): December 31, 2020 (1) 2019 2018 2017 2016 Amount % Amount % Amount % Amount % Amount % Loans secured by real estate: Construction, land development and other land (2)$ 514,056 5.2 %$ 1,162,791 12.4 %$ 1,056,601 12.0 %$ 987,624 11.5 %$ 831,437 10.6 % Other secured by 1-4 family residential properties (2) 524,732 5.3 % 1,855,913 19.9 % 1,825,492 20.7 % 1,675,311 19.6 % 1,660,043 21.1 % Secured by nonfarm, nonresidential properties 2,709,026 27.6 % 2,475,245 26.5 % 2,220,914 25.1 % 2,193,823 25.6 % 2,034,176 25.9 % Other real estate secured 1,065,964 10.9 % 724,480 7.8 % 543,820 6.1 % 517,956 6.1 % 318,148 4.0 % Other loans secured by real estate: (2) Other construction 794,983 8.1 % - - - - - - - - Secured by 1-4 family residential properties 1,216,400 12.4 % - - - - - - - - Commercial and industrial loans 1,309,078 13.3 % 1,477,896 15.8 % 1,538,715 17.4 % 1,570,345 18.3 % 1,528,434 19.5 % Consumer loans 164,386 1.7 % 175,738 1.9 % 182,448 2.1 % 171,918 2.0 % 170,562 2.2 % State and other political subdivision loans 1,000,776 10.2 % 967,944 10.4 % 973,818 11.0 % 952,483 11.1 % 917,515 11.7 % Other commercial loans (2) 525,123 5.3 % 495,621 5.3 % 494,060 5.6 % 500,507 5.8 % 390,898 5.0 % LHFI$ 9,824,524 100.0 %$ 9,335,628 100.0 %$ 8,835,868 100.0 %$ 8,569,967 100.0 %$ 7,851,213 100.0 % (1) EffectiveJanuary 1, 2020 , Trustmark adopted FASB ASU 2016-13 using the modified retrospective approach; therefore, prior period balances are
presented under legacy GAAP and may not be comparable to current period
presentation.
(2) In accordance with the guidance in FASB ASC Topic 326, Trustmark redefined
its LHFI portfolio segments and related loan classes based on the level at
which risk is monitored within the ACL methodology. The other loans secured
by real estate portfolio segment and related loan classes were separated
from the loans secured by real estate portfolio segment. The other
construction loans were segregated from the construction, land development
and other land loans. The other loans secured by 1-4 family residential
properties were segregated from the loans secured by 1-4 family residential
properties and the loans secured by 1-4 family residential properties were
redefined in the other loans secured by real estate portfolio segment. Other
loans were redefined as other commercial loans.
LHFI atDecember 31, 2020 increased$488.9 million , or 5.2%, compared toDecember 31, 2019 . OnJanuary 1, 2020 , Trustmark transferred$72.6 million , the remaining balance of the loans acquired in the BancTrust merger, from acquired impaired loans to LHFI as PCD loans as part of its adoption of FASB ASC Topic 326. For additional information regarding the acquired loans transferred to LHFI, see the section captioned "Acquired Loans." Excluding the transferred acquired loans, LHFI increased$416.3 million , or 4.4%, compared toDecember 31, 2019 . The increase in LHFI during 2020, excluding the transferred acquired loans, was primarily due to net growth in LHFI secured by real estate in theTexas ,Alabama ,Mississippi andTennessee market regions, partially offset by declines in commercial and industrial LHFI in theMississippi ,Tennessee andAlabama market regions. The following discussion of changes in LHFI excludes the acquired loans transferred onJanuary 1, 2020 . LHFI secured by real estate increased$542.3 million , or 8.6%, during 2020 primarily due to net growth in other real estate secured loans, NFNR LHFI and other construction loans partially offset by loans secured by 1-4 family residential properties. LHFI secured by other real estate increased$337.5 million , or 46.3%, during 2020, primarily due to other construction loans that moved to LHFI secured by multi-family residential properties in theTexas ,Alabama ,Mississippi andFlorida market regions. NFNR LHFI increased$195.6 million , or 7.8%, during 2020, principally due to movement from the other construction loans category. Excluding other construction loan reclassifications, the NFNR LHFI portfolio decreased$48.0 million , or 1.9%, during 2020 primarily due to declines in nonowner-occupied loans in theTexas ,Mississippi ,Florida andAlabama market regions, which were partially offset by growth in owner-occupied loans in theTexas ,Tennessee ,Florida andAlabama market regions. Other construction loans increased$116.8 million , or 17.2%, during 2020 primarily due to new construction loans across all five market regions, partially offset by other construction loans moved to other loan categories upon the completion of the related construction project. During 2020,$873.7 million loans were moved from other construction to other loan categories, including$629.5 million to multi-family residential loans,$169.6 million to nonowner-occupied loans and$74.3 million to owner-occupied loans. Excluding all reclassifications between loan categories, growth in other construction loans across all five market regions totaled$963.3 million during 2020. LHFI secured by 1-4 family residential properties declined$132.3 million , or 7.1%, during 2020 across all five market regions, primarily due to increases in mortgage loan refinance and secondary marketing activities due to lower interest rates. Commercial and industrial LHFI declined$173.9 million , or 11.7%, during 2020, primarily due to declines in Trustmark'sMississippi ,Tennessee andAlabama market regions. Trustmark's exposure to the energy sector is primarily included in the commercial and industrial loan portfolio in Trustmark'sMississippi andTexas market regions. AtDecember 31, 2020 and 2019, energy-related LHFI had outstanding balances of$102.3 million and$122.9 million , respectively, which represented 1.0% and 1.3% of Trustmark's total LHFI portfolio atDecember 31, 2020 and 2019, respectively. Trustmark has no loan exposure where the source 54
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of repayment, or the underlying security of such exposure, is tied to the realization of value from energy reserves. Should oil prices fall below current levels for a prolonged period of time, there is potential for downgrades to occur. Management will continue to monitor this exposure.
The following table provides information regarding Trustmark's home equity loans and home equity lines of credit which are included in the LHFI secured by 1-4 family residential properties as ofDecember 31, 2020 and 2019 ($ in thousands): December 31, 2020 2019 Home equity loans$ 40,730 $ 52,348 Home equity lines of credit 352,309 388,217 Percentage of loans and lines for which Trustmark holds first lien 59.5 % 59.4 % Percentage of loans and lines for which Trustmark does not hold first lien 40.5 % 40.6 % Due to the increased risk associated with second liens, loan terms and underwriting guidelines differ from those used for products secured by first liens. Loan amounts and loan-to-value ratios are limited and are lower for second liens than first liens. Also, interest rates and maximum amortization periods are adjusted accordingly. In addition, regardless of lien position, the passing credit score for approval of all home equity lines of credit is higher than that of term loans. The allowance for loan losses, LHFI is also reflective of the increased risk related to second liens through application of a greater loss factor to this portion of the portfolio.
In the following tables, LHFI reported by region (along with related
nonperforming assets and net charge-offs) are associated with location of
origination except for loans secured by 1-4 family residential properties
(representing traditional mortgages) and credit cards. These loans are included
in the
55
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The following table presents the LHFI composition by region at
December 31, 2020 Total Alabama Florida Mississippi Tennessee Texas LHFI Composition by Region Loans secured by real estate: Construction, land development and other land$ 514,056 $ 205,348 $ 52,764 $ 158,162 $ 29,543 $ 68,239 Other secured by 1-4 family residential properties 524,732 118,205 37,062 294,012 64,132 11,321 Secured by nonfarm, nonresidential properties 2,709,026 710,266 262,697 984,508 186,405 565,150 Other real estate secured 1,065,964 312,295 6,332 392,986 6,621 347,730 Other loans secured by real estate: Other construction 794,983 289,138 10,199 157,393 1,075 337,178 Secured by 1-4 family residential properties 1,216,400 - - 1,207,493 8,907 - Commercial and industrial loans 1,309,078 199,301 22,774 611,743 271,940 203,320 Consumer loans 164,386 23,263 6,615 110,605 19,961 3,942 State and other political subdivision loans 1,000,776 87,468 35,179 670,883 41,698 165,548 Other commercial loans 525,123 81,770 14,273 345,745 61,810 21,525 LHFI$ 9,824,524 $ 2,027,054 $ 447,895 $ 4,933,530 $ 692,092 $ 1,723,953 Construction,Land Development and Other Land Loans by Region Lots$ 74,177 $ 24,842 $ 12,945 $ 28,546 $ 1,231 $ 6,613 Development 94,443 37,537 315 33,059 12,505 11,027 Unimproved land 99,857 30,260 15,863 24,742 10,746 18,246 1-4 family construction 245,579 112,709 23,641 71,815 5,061 32,353 Construction, land development and other land loans$ 514,056 $ 205,348 $ 52,764 $ 158,162 $ 29,543 $ 68,239 Loans Secured by Nonfarm,Nonresidential (NFNR) Properties by Region Nonowner-occupied: Retail$ 389,905 $ 149,401 $ 31,965 $ 108,724 $ 26,257 $ 73,558 Office 228,094 64,625 26,697 68,056 12,122 56,594 Hotel/motel 341,972 146,542 91,819 52,883 39,728 11,000 Mini-storage 130,995 23,499 2,344 61,359 397 43,396 Industrial 183,795 47,135 15,805 40,308 1,087 79,460 Health care 46,597 23,088 2,462 18,462 389 2,196 Convenience stores 16,148 3,304 - 3,351 383 9,110 Nursing homes/senior living 112,256 35,941 - 31,456 6,923 37,936 Other 71,670 4,505 6,715 24,133 8,450 27,867 Total nonowner-occupied loans 1,521,432 498,040 177,807 408,732 95,736 341,117 Owner-occupied: Office 188,960 42,679 45,651 49,120 8,814 42,696 Churches 105,832 22,604 6,768 51,499 10,231 14,730 Industrial warehouses 161,050 13,732 3,097 50,969 16,362 76,890 Health care 136,246 24,485 4,466 94,695 2,341 10,259 Convenience stores 122,155 18,744 9,516 65,919 556 27,420 Retail 73,832 15,308 6,574 26,447 10,653 14,850 Restaurants 59,856 4,255 4,446 34,681 15,097 1,377 Auto dealerships 54,805 7,542 279 21,009 25,975 - Nursing homes/senior living 175,442 57,846 - 117,596 - - Other 109,416 5,031 4,093 63,841 640 35,811 Total owner-occupied loans 1,187,594 212,226 84,890 575,776 90,669 224,033 Loans secured by NFNR properties$ 2,709,026 $ 710,266 $ 262,697 $ 984,508 $ 186,405 $ 565,150 56
-------------------------------------------------------------------------------- Due to the short-term nature of most commercial real estate lending and the practice of annual renewal of commercial lines of credit, approximately 46.8% of Trustmark's portfolio matures in less than one year. Such a short-term maturity profile is not unusual for a commercial bank and provides Trustmark the opportunity to obtain updated financial information from its borrowers and to actively monitor its borrowers' creditworthiness. This maturity profile is well matched with many of Trustmark's sources of funding, which are also short-term in nature.
The following table provides information regarding Trustmark's LHFI maturities
by loan class at
Maturing One Year Within Through After One Year Five Five or Less Years Years Total Loans secured by real estate: Construction, land development and other land$ 369,640 $ 96,210 $ 48,206 $ 514,056 Other secured by 1-4 family residential properties 402,555 87,811 34,366 524,732 Secured by nonfarm, nonresidential properties 1,316,607 1,042,693 349,726 2,709,026 Other real estate secured 776,957 270,921 18,086 1,065,964 Other loans secured by real estate: Other construction 620,189 139,477 35,317 794,983 Secured by 1-4 family residential properties 66,923 150,275 999,202 1,216,400 Commercial and industrial loans 548,011 661,743 99,324 1,309,078 Consumer loans 48,366 112,279 3,741 164,386 State and other political subdivision loans 149,104 321,234 530,438 1,000,776 Other loans 296,268 154,078 74,777 525,123 LHFI$ 4,594,620 $ 3,036,721 $ 2,193,183 $ 9,824,524
The following table provides information regarding Trustmark's LHFI maturities
by interest rate sensitivity at
Maturing One Year Within Through After One Year Five Five or Less Years Years Total Loan Type Predetermined interest rates$ 931,635 $ 2,380,264 $ 1,629,451 $ 4,941,350 Floating interest rates: Loans which are at contractual floor 373,041 235,650 161,327 770,018 Loans which are free to float 3,289,944 420,807 402,405 4,113,156 Total floating interest rates 3,662,985 656,457 563,732 4,883,174 LHFI$ 4,594,620 $ 3,036,721 $ 2,193,183 $ 9,824,524 57
-------------------------------------------------------------------------------- Trustmark's variable rate LHFI are based primarily on various prime and LIBOR interest rate bases. The following tables provide information regarding the interest rate terms of Trustmark's LHFI as ofDecember 31, 2020 and 2019 ($ in thousands): December 31, 2020 Fixed Variable Total Loans secured by real estate: Construction, land development and other land$ 147,640 $ 366,416 $ 514,056 Other secured by 1- 4 family residential properties 17,751 506,981 524,732 Secured by nonfarm, nonresidential properties 1,506,066 1,202,960 2,709,026 Other real estate secured 292,878 773,086 1,065,964 Other loans secured by real estate: Other construction 134,114 660,869 794,983 Secured by 1- 4 family residential properties 732,050 484,350 1,216,400 Commercial and industrial loans 752,502 556,576 1,309,078 Consumer loans 138,989 25,397 164,386 State and other political subdivision loans 970,500 30,276 1,000,776 Other commercial loans 248,860 276,263 525,123 LHFI$ 4,941,350 $ 4,883,174 $ 9,824,524 December 31, 2019 Fixed Variable Total Loans secured by real estate: Construction, land development and other land$ 201,055 $ 961,736 $ 1,162,791 Secured by 1- 4 family residential properties 1,004,079 851,834
1,855,913
Secured by nonfarm, nonresidential properties 1,430,132 1,045,113
2,475,245
Other real estate secured 189,023 535,457
724,480
Commercial and industrial loans 636,518 841,378
1,477,896
Consumer loans 152,970 22,768
175,738
State and other political subdivision loans 925,990 41,954
967,944 Other loans 310,475 185,146 495,621 LHFI$ 4,850,242 $ 4,485,386 $ 9,335,628 Allowance for Credit Losses LHFI Trustmark adopted FASB ASC Topic 326, in accordance with the amendments of FASB ASU 2016-13, effectiveJanuary 1, 2020 . The guidance in FASB ASC 326 replaces Trustmark's previous incurred loss methodology with a methodology that reflects the current expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit losses. Trustmark's ACL methodology for LHFI is based upon guidance within FASB ASC Subtopic 326-20, "Financial Instruments - Credit Losses - Measured at Amortized Cost," as well as regulatory guidance from its primary regulator. The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Credit quality within the LHFI portfolio is continuously monitored by Management and is reflected within the ACL for loans. The ACL is an estimate of expected losses inherent within Trustmark's existing LHFI portfolio. The ACL on LHFI is adjusted through the provision for credit losses and reduced by the charge off of loan amounts, net of recoveries. The loan loss estimation process involves procedures to appropriately consider the unique characteristics of Trustmark's LHFI portfolio segments. These segments are further disaggregated into loan classes, the level at which credit risk is estimated. When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. The econometric models in production today reflect segment or pool level sensitivities of probability of default (PD) to changes in macroeconomic variables. By measuring the relationship between defaults and changes in the economy, the quantitative reserve incorporates reasonable and supportable forecasts of future conditions that will affect the value of its assets, as required by FASB ASC Topic 326. Under stable forecasts, these linear regressions will reasonably predict a pool's PD. However, due to the COVID-19 58 -------------------------------------------------------------------------------- pandemic, the macroeconomic variables used for reasonable and supportable forecasting have changed rapidly. At the current levels, it is not clear that the models currently in production will produce reasonably representative results since the models were originally estimated using data beginning in 2004 through 2017. During this period, a traditional, albeit severe, economic recession occurred. Thus, econometric models are sensitive to similar future levels of PD. In order to prevent the econometric models from extrapolating beyond reasonable boundaries of their input variables, Trustmark chose to establish an upper and lower limit process when applying the periodic forecasts. In this way, Management will not rely upon unobserved and untested relationships in the setting of the quantitative reserve. This approach applies to all input variables, including: Southern Unemployment, National Unemployment, National GDP, Southern Vacancy Rate and the Prime Rate. The upper and lower limits are based on the distribution of the macroeconomic variable by selecting extreme percentiles at the upper and lower limits of the distribution, the 1st and 99th, respectively. These upper and lower limits are then used to calculate the PD for the forecast time period in which the forecasted values are outside of the upper and lower limit range. For the fourth quarter of 2020, the forecast related to the macroeconomic variables used in the quantitative modeling process were positively impacted due to the updated forecast effects related to the COVID-19 pandemic, causing an overall decrease in quantitative reserve levels. The external factors qualitative factor is Management's best judgement on the loan or pool level impact of all factors that affect the portfolio that are not accounted for using any other part of the ACL methodology, e.g., natural disasters, changes in legislation, impacts due to technology and pandemics. During the third quarter of 2020, Trustmark activated the External Factor - Pandemic to ensure reserve adequacy for collectively evaluated loans most likely to be impacted by the unique economic and behavioral conditions created by the COVID-19 pandemic. Additional qualitative reserves are derived based on two principles. The first is the disconnect of economic factors to Trustmark's modeled PD (the econometric models underpinning the quantitative pooled reserves). During the pandemic, extraordinary measures by the federal government were made available to consumers and businesses, including COVID-19 loan payment concessions, direct transfer payments to households, tax deferrals and reduced interest rates, among others. These government interventions may have extended the lag between economic conditions and default, relative to what was captured in the model development data. Because Trustmark's econometric PD models rely on the observed relationship from the economic downturn from 2007 to 2009 in both timing and severity, Management does not expect the models to reflect these current conditions. For example, while the models would predict contemporaneous unemployment peaks and loan defaults, this may not occur when borrowers can request payment deferrals. Thus, for the affected population, economic conditions are not fully considered as a part of Trustmark's quantitative reserve. The second principle is the change in risk that is identified by rating changes. As a part of Trustmark's credit review process, loans in the affected population have been given more frequent screening to ensure accurate ratings are maintained through this dynamic period. Trustmark's quantitative reserve does not directly address changes in ratings; thus, a migration qualitative factor was designed to work in concert with the quantitative reserve. In a downturn, the qualitative factor is inactive for most pools because changes in ratings are congruent with changes in macroeconomic conditions, which directly influence the PD models in the quantitative reserve. As discussed above, the disconnect of economic factors means that changes in rating caused by deteriorating and weak economic conditions as a result of the pandemic are not being captured in the quantitative reserve. During the fourth quarter of 2020, due to unforeseen pandemic conditions that varied from Management's expectations during the third quarter of 2020, additional reserves were further dimensioned in order to appropriately reflect the risk within the portfolio related to the COVID-19 pandemic. In an effort to ensure the External Factor - Pandemic qualitative factor is reasonable and supportable, historical Trustmark loss data was leveraged to construct a framework that is quantitative in nature. To dimension the additional reserve, Management uses the sensitivity of the quantitative commercial loan reserve to changes in macroeconomic conditions to apply to loans rated acceptable or better (risk rates 1-4). In addition, to account for the known changes in risk, a weighted average of the commercial loan portfolio loss rate, derived from the performance trends qualitative factor, is used to dimension additional reserves for downgraded credits. Loans rated acceptable with risk (risk rate 5) or watch (risk rate 6) received the additional reserves based on the average of the macroeconomic conditions and weighted average of the commercial loan portfolio loss rate while the loans rated special mention (risk rate 7) and substandard (risk rate 8) received additional reserves based on the weighted-average described above.
Determining the appropriateness of the allowance is complex and requires judgement by Management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall LHFI portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense.
For a complete description of Trustmark's ACL methodology and the quantitative and qualitative factors included in the calculation, please see Note 4 - LHFI and Allowance for Credit Losses, LHFI included in Part II. Item 8. - Financial Statements and Supplementary Data of this report. Upon adoption of FASB ASC Topic 326 onJanuary 1, 2020 , Trustmark recorded a decrease to the ACL on LHFI of$3.0 million and an increase of$1.8 million for the ACL calculated on the acquired loans transferred to LHFI as PCD loans. AtDecember 31, 2020 , the ACL on LHFI was$117.3 million , an increase of$34.2 million , or 41.2%, when compared withJanuary 1, 2020 . The increase in the ACL during 2020 was principally due to net changes in the economic forecast due to the current and anticipated negative effects of 59 -------------------------------------------------------------------------------- the COVID-19 pandemic on the overall economy and macroeconomic factors. Allocation of Trustmark's ACL represented 1.20% of commercial LHFI and 1.16% of consumer and home mortgage LHFI, resulting in an ACL to total LHFI of 1.19% as ofDecember 31, 2020 . This compares with an allowance to total LHFI of 0.90% atDecember 31, 2019 , which was allocated to commercial LHFI at 0.98% and to consumer and home mortgage LHFI at 0.61%. The table below illustrates the changes in Trustmark's ACL as well as Trustmark's loan loss experience for the periods presented ($ in thousands): Years Ended December 31, 2020 2019 2018 2017 2016 Balance at beginning of period$ 84,277 $ 79,290 $ 76,733 $ 71,265 $ 67,619 Transfers (1) - - 1,554 - - FASB ASU 2016-03 Adoption Adjustment (1,217 ) - - - - LHFI charged off: Construction, land development and other land loans (12 ) (40 ) (123 ) (79 ) (311 ) Other loans secured by 1-4 family residential properties (117 ) (531 ) (1,629 ) (950 ) (1,319 ) Loans secured by nonfarm, nonresidential properties (3,777 ) (322 ) (1,184 ) (4,231 ) (3,067 ) Other loans secured by real estate (8 ) - - (5 ) (27 ) Other construction loans - - - - - Loans secured by 1-4 family residential properties (43 ) - - - -
Commercial and industrial loans (1,557 ) (5,344 ) (18,823 ) (8,286 ) (6,602 ) Consumer loans
(2,039 ) (2,278 ) (2,089 ) (2,546 ) (1,864 ) State and other political subdivision loans - - - - - Other commercial loans (3,922 ) (5,966 ) (5,641 ) (5,050 ) (5,740 ) Total charge-offs (11,475 ) (14,481 ) (29,489 ) (21,147 ) (18,930 ) Recoveries on LHFI previously charged off: Construction, land development and other land loans 716 894 1,124 1,428 1,380 Other loans secured by 1-4 family residential properties 378 666 646 1,833 1,122 Loans secured by nonfarm, nonresidential properties 546 472 133 396 976 Other loans secured by real estate 68 29 23 69 7 Other construction loans 208 - - - - Loans secured by 1-4 family residential properties 203 - - - - Commercial and industrial loans 1,736 1,257 5,410 2,578 732 Consumer loans 1,824 1,829 2,019 1,938 4,007 State and other political subdivision loans - - - - - Other commercial loans 3,929 3,524 3,144 3,279 3,395 Total recoveries 9,608 8,671 12,499 11,521 11,619 Net (charge-offs) recoveries (1,867 ) (5,810 ) (16,990 ) (9,626 ) (7,311 ) Provision for credit losses 36,113 10,797 17,993 15,094 10,957 Balance at end of period$ 117,306 $ 84,277 $ 79,290 $ 76,733 $ 71,265 Percentage of net charge-offs (recoveries) during period to average loans (LHFS and LHFI) outstanding during the period 0.02 % 0.06 % 0.19 % 0.11 % 0.10 %
(1) The allowance for loan losses balance related to the remaining loans
acquired in the
reclassified from acquired impaired loans to LHFI during 2018.
Charge-offs exceeded recoveries for 2020 resulting in a net charge-off of$1.9 million , or 0.02% of average loans (LHFS and LHFI), compared to a net charge-off of$5.8 million , or 0.06% of average loans (LHFS and LHFI), in 2019, and a net charge-off of$17.0 million , or 0.19% of average loans (LHFS and LHFI), in 2018. The decrease in net charge-offs during 2020 was principally due to declines in charge-offs in theMississippi andTexas market regions as well as an increase in recoveries in theAlabama market region, partially offset by an increase in charge-offs in theAlabama andTennessee market regions. The increases in charge-offs in theAlabama andTennessee market regions were principally due to the charge off of one substandard commercial credit in each of these market regions. 60
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The following table presents the net (charge-offs) recoveries by geographic market region for the periods presented ($ in thousands):
Years Ended December 31, 2020 2019 2018 Alabama$ (1,448 ) $ (754 ) $ (597 ) Florida 390 850 1,906 Mississippi 814 (4,438 ) (4,776 ) Tennessee (1,775 ) (708 ) (7,958 ) Texas 152 (760 ) (5,565 )
Total net (charge-offs) recoveries
The provision for credit losses for 2020 totaled 0.36% of average loans (LHFS and LHFI), compared to 0.12% of average loans (LHFS and LHFI) in 2019 and 0.20% of average loans (LHFS and LHFI) in 2018. The provision for credit losses for 2020 primarily reflected net changes in the economic forecast due to the current and anticipated negative effects of the COVID-19 pandemic on the overall economy and macroeconomic factors. The provision for credit losses for LHFI secured by NFNR properties, LHFI secured by other real estate, other construction loans and consumer LHFI totaled$33.8 million ,$4.1 million ,$2.9 million and$615 thousand , respectively, for the year endedDecember 31, 2020 , primarily due to the negative impact of COVID-19 pandemic on the overall economy and macroeconomic factors. The provision for credit losses for commercial and industrial LHFI totaled a negative$2.4 million for the year endedDecember 31, 2020 , primarily due to loans that had been specifically reserved for being charged down, upgrades on loans from substandard to pass, paydowns as well as a slight decrease in the calculated PD and LGD, which uses Trustmark's historical data. The provision for credit losses for state and other political subdivision loans totaled a negative$1.5 million for 2020, primarily due to a decrease in reserves based on routine updates to the qualitative portion of the ACL calculation.
Off-Balance Sheet Credit Exposures
FASB ASC Topic 326 requires Trustmark to estimate expected credit losses for off-balance sheet credit exposures which are not unconditionally cancellable. Trustmark maintains a separate ACL on off-balance sheet credit exposures, including unfunded loan commitments and letters of credit, which is included on the accompanying consolidated balance sheet as ofDecember 31, 2020 . Upon adoption of FASB ASC Topic 326 onJanuary 1, 2020 , Trustmark recorded an ACL on off-balance sheet credit exposures of$29.6 million . Expected credit losses for off-balance sheet credit exposures are estimated by calculating a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by Trustmark. Trustmark calculates a loan pool level unfunded amount for the period. Trustmark calculates an expected funding rate each period which is applied to each pool's unfunded commitment balances to ensure that reserves will be applied to each pool based upon balances expected to be funded based upon historical levels. Additionally, a reserve rate is applied to the unfunded commitment balance, which incorporates both quantitative and qualitative aspects of the current period's expected credit loss rate. The reserve rate is loan pool specific and is applied to the unfunded amount to ensure loss factors, both quantitative and qualitative, are being considered on the unfunded portion of the loan pool, consistent with the methodology applied to the funded loan pools. See the section captioned "Lending Related" in Note 17 - Commitments and Contingencies included in Part II. Item 8. - Financial Statements and Supplementary Data of this report for complete description of Trustmark's ACL methodology on off-balance sheet credit exposures. Adjustments to the ACL on off-balance sheet credit exposures are recorded to credit loss expense related to off-balance sheet credit exposures in noninterest expense. Trustmark recorded a credit loss expense related to off-balance sheet credit exposures of$8.9 million for 2020, resulting in an ACL on off-balance sheet credit exposures of$38.6 million as ofDecember 31, 2020 . The increase in the ACL on off-balance sheet credit exposures for 2020 was primarily due to net changes in the economic forecast due to the current and anticipated negative effects of the COVID-19 pandemic on the overall economy and macroeconomic factors. 61
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Nonperforming Assets, Excluding PPP and Acquired Loans
The table below provides the components of the nonperforming assets, excluding
PPP and acquired loans, by geographic market region for each year in the
five-year period ended
December 31, 2020 2019 2018 2017 2016 Nonaccrual LHFI Alabama$ 9,221 $ 1,870 $ 3,361 $ 3,083 $ 665 Florida 572 267 1,175 3,034 3,644 Mississippi 35,015 41,493 44,331 49,129 37,771 Tennessee 12,572 8,980 8,696 4,436 6,213 Texas 5,748 616 4,061 7,893 941 Total nonaccrual LHFI 63,128 53,226 61,624 67,575 49,234 Other real estate Alabama 3,271 8,133 6,873 11,714 15,989 Florida - 5,877 8,771 13,937 22,582 Mississippi 8,330 14,919 17,255 14,260 15,646 Tennessee 50 319 1,025 2,535 6,183 Texas - - 744 782 1,651 Total other real estate 11,651 29,248 34,668 43,228 62,051 Total nonperforming assets$ 74,779 $ 82,474 $ 96,292 $ 110,803 $ 111,285 Nonperforming assets/total loans (LHFS and LHFI) and other real estate 0.73 % 0.86 % 1.07 %
1.26 % 1.38 %
Loans Past Due 90 days or more LHFI$ 1,576 $ 642 $ 856 $ 2,171 $ 1,832 LHFS - Guaranteed GNMA services loans (1)$ 119,409 $ 41,648 $ 37,384 $ 35,544 $ 28,345
(1) No obligation to repurchase.
See the previous discussion of LHFS for more information on Trustmark's serviced GNMA loans eligible for repurchase and the impact of Trustmark's repurchases of delinquent mortgage loans under the GNMA optional repurchase program.
Nonaccrual LHFI
AtDecember 31, 2020 , nonaccrual LHFI totaled$63.1 million , or 0.61% of total LHFS and LHFI, reflecting an increase of$9.9 million , or 0.10% of total LHFS and LHFI, relative toDecember 31, 2019 . The increase in nonaccrual LHFI was primarily due to LHFI placed on nonaccrual status in Trustmark'sAlabama ,Tennessee ,Texas andMississippi market regions, partially offset by reductions, pay-offs and charge-offs of nonaccrual LHFI in Trustmark'sMississippi andTennessee market regions. As ofDecember 31, 2020 , nonaccrual energy-related LHFI totaled$10.4 million and represented 10.2% of Trustmark's total energy-related portfolio, compared to$10.6 million , or 8.6% of Trustmark's total energy-related portfolio atDecember 31, 2019 . For additional information regarding nonaccrual LHFI, see the section captioned "Nonaccrual and Past Due LHFI" in Note 4 - LHFI and Allowance for Credit Losses, LHFI included in Part II. Item 8. - Financial Statements and Supplementary Data of this report. 62
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The following table illustrates nonaccrual LHFI by loan class for each year in
the five-year period ended
December 31, 2020 2019 2018 2017 2016 Loans secured by real estate: Construction, land development and other land$ 5,985 $ 897 $ 2,218 $ 2,105 $ 3,323 Other secured by 1- 4 family residential properties 4,487 16,810 14,718 19,022 20,329 Secured by nonfarm, nonresidential properties 15,197 7,700 9,621 12,608 8,482 Other real estate secured 185 1,032 927 212 402 Other loans secured by real estate: Other construction - - - - - Secured by 1- 4 family residential properties 11,807 - - - -
Commercial and industrial loans 15,618 21,775 23,938
33,338 15,824 Consumer loans 86 108 205 135 300 State and other political subdivision loans 3,970 4,079 8,595 - - Other commercial loans 5,793 825 1,402 155 574 Total nonaccrual LHFI$ 63,128 $ 53,226 $ 61,624 $ 67,575 $ 49,234 Other Real Estate
Other real estate at
The following tables illustrate changes in other real estate by geographic market region for the periods presented ($ in thousands):
Year Ended December 31, 2020 Total Alabama Florida Mississippi Tennessee Texas Balance at beginning of period$ 29,248 $ 8,133 $ 5,877 $ 14,919 $ 319 $ - Additions 635 77 - 339 219 - Disposals (16,446 ) (3,887 ) (5,861 ) (6,230 ) (468 ) - Write-downs (1,786 ) (1,052 ) (16 ) (698 ) (20 ) -
Balance at end of period$ 11,651 $ 3,271 $ -$ 8,330 $ 50 $ - Year Ended December 31, 2019 Total Alabama Florida Mississippi Tennessee Texas Balance at beginning of period$ 34,668 $ 6,873 $ 8,771 $ 17,255 $ 1,025 $ 744 Additions 8,598 2,908 - 5,575 115 - Disposals (11,474 ) (1,198 ) (2,783 ) (5,967 ) (800 ) (726 ) Write-downs (2,544 ) (450 ) (111 ) (1,944 ) (21 ) (18 ) Balance at end of period$ 29,248 $ 8,133 $ 5,877 $ 14,919 $ 319 $ - Year Ended December 31, 2018 Total Alabama Florida Mississippi Tennessee Texas Balance at beginning of period$ 43,228 $ 11,714 $ 13,937 $ 14,260 $ 2,535 $ 782 Additions 12,115 1,563 2,637 7,533 382 - Disposals (19,802 ) (5,217 ) (7,747 ) (5,035 ) (1,803 ) - Write-downs (873 ) (133 ) (56 ) (557 ) (89 ) (38 ) Adjustments - (1,054 ) - 1,054 - - Balance at end of period$ 34,668 $ 6,873 $ 8,771 $ 17,255 $ 1,025 $ 744 Write-downs of other real estate decreased$758 thousand , or 29.8%, during 2020 compared to an increase of$1.7 million during 2019. The decrease in write-downs of other real estate during 2020 compared to 2019 was primarily due to a decrease in write-downs of other real estate properties in theMississippi market region and properties sold for which a reserve for write-down was previously recorded, partially offset by write-downs of other real estate properties in theAlabama market region. 63
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The following table illustrates other real estate by type of property for each
year in the five-year period ended
December 31, 2020 2019 2018 2017 2016 Construction, land development and other land properties$ 3,857 $ 11,482 $ 16,206 $ 27,491 $ 36,871 1-4 family residential properties 1,349 3,453 4,983 5,081 7,926 Nonfarm, nonresidential properties 6,445 14,313 13,296 10,468 16,817 Other real estate properties - - 183 188 437 Total other real estate$ 11,651 $ 29,248 $ 34,668 $ 43,228 $ 62,051 Acquired Loans
Trustmark's loss share agreement with the
Upon adoption of FASB ASC Topic 326, which was effective for Trustmark onJanuary 1, 2020 in accordance with the amendments in FASB ASU 2016-13, Trustmark elected to account for its existing acquired loans as PCD loans included within the LHFI portfolio. Trustmark elected to maintain pools of loans that were previously accounted for under FASB ASC Subtopic 310-30, "Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality," and will continue to account for these pools as a unit of account. Loans are only removed from the existing loan pools if they are written off, paid off or sold. Upon adoption of FASB ASC Topic 326, the ACL was determined for each pool and added to the pool's carrying value to establish a new amortized cost basis. The difference between the unpaid principal balance of the pool and the new amortized cost basis is the noncredit premium or discount which will be amortized into interest income over the remaining life of the pool. Changes to the ACL after adoption of FASB ASC Topic 326 are recorded through the provision for credit losses. As a result of adopting FASB ASC Topic 326, Trustmark transferred$72.6 million of acquired loans,$815 thousand of related allowance for loan losses, acquired loans as well as$1.0 million of ACL calculated for these loans to LHFI onJanuary 1, 2020 . The acquired loans and related allowance transferred were acquired in the BancTrust merger. The table below provides the carrying value of the acquired loan portfolio by loan class for each year of the five-year period endedDecember 31, 2020 ($ in thousands): December 31, 2020 2019 2018 2017 2016 Loans secured by real estate: Construction, land development and other land $ -$ 4,771 $ 5,878 $ 23,586 $ 20,850 Secured by 1-4 family residential properties - 17,525 22,556 61,751 69,540 Secured by nonfarm, nonresidential properties - 38,206 47,979 114,694 103,820 Other real estate secured - 3,946 8,253 16,746 19,010 Commercial and industrial loans - 5,035 15,267 31,506 36,896 Consumer loans - 520 1,356 2,600 3,365 Other loans - 2,598 5,643 10,634 18,766 Acquired loans - 72,601 106,932 261,517 272,247 Less allowance for loan losses, acquired loans - 815 1,231 4,079 11,397 Net acquired loans $ -$ 71,786 $ 105,701 $ 257,438 $ 260,850 For additional information regarding acquired loans, including changes in the net carrying value, see Note 5 - Acquired Loans included in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Deposits
Trustmark's deposits are its primary source of funding and consist primarily of core deposits from the communities Trustmark serves. Deposits include interest-bearing and noninterest-bearing demand accounts, savings, money market, certificates of deposit and individual retirement accounts. Total deposits were$14.049 billion atDecember 31, 2020 compared to$11.246 billion atDecember 31, 2019 , an increase of$2.803 billion , or 24.9%, reflecting increases in both noninterest-bearing and interest-bearing deposit accounts as customers deposited proceeds from line draws, PPP loans and other COVID-19 related stimulus programs. During 2020, noninterest-bearing deposits increased$1.458 billion , or 50.4%, primarily due to growth in all categories of noninterest-bearing deposit accounts. Interest-bearing deposits increased$1.345 billion , or 16.1%, during 2020, primarily due to growth in public and 64
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consumer interest checking accounts, commercial and consumer money market deposit accounts and consumer savings accounts, partially offset by declines in consumer time deposits.
Borrowings Trustmark uses short-term borrowings, such as federal funds purchased, securities sold under repurchase agreements and short-term FHLB advances, to fund growth of earning assets in excess of deposit growth. See the section captioned "Liquidity" for further discussion of the components of Trustmark's excess funding capacity. Federal funds purchased and repurchase agreements totaled$164.5 million atDecember 31, 2020 compared to$256.0 million atDecember 31, 2019 , a decrease of$91.5 million , or 35.7%. Of these amounts$164.5 million and$62.5 million , respectively, represented customer related transactions, such as commercial sweep repurchase balances. Excluding customer related transactions, Trustmark had no upstream federal funds purchased atDecember 31, 2020 compared to$193.5 million atDecember 31, 2019 . The decrease in the upstream federal funds purchased during 2020 was due primarily to reduced funding needs caused by the increases in deposit balances as customers deposited proceeds from line draws, PPP loans and other COVID-19 related stimulus programs, as well as the FRB's decision to reduce reserve requirement ratios to zero. Other borrowings totaled$168.3 million atDecember 31, 2020 , an increase of$82.9 million , or 97.0%, when compared with$85.4 million atDecember 31, 2019 , primarily due to an increase in GNMA optional repurchase loans.
The table below presents information concerning qualifying components of Trustmark's borrowings for each of the last three years ($ in thousands):
2020 2019
2018
Federal funds purchased and securities sold under repurchase agreements: Amount outstanding at end of period$ 164,519 $ 256,020 $ 50,471 Weighted average interest rate at end of period 0.13 % 1.31 % 0.37 % Maximum amount outstanding at any month end during each period$ 454,238 $ 376,712 $ 524,208 Average amount outstanding during each period 151,805 110,915
329,649
Weighted average interest rate during each period 0.50 % 1.28 %
1.45 %
Other borrowings: Amount outstanding at end of period$ 168,252 $ 85,396 $ 79,885 Weighted average interest rate at end of period 0.68 % 1.48 % 1.05 % Maximum amount outstanding at any month end during each period$ 178,599 $ 85,396 $ 977,011 Average amount outstanding during each period 133,602 82,476
317,687
Weighted average interest rate during each period 1.04 % 0.85 % 1.58 % Benefit Plans Defined Benefit Plans As disclosed in Note 15 - Defined Benefit and Other Postretirement Benefits included in Part II. Item 8. - Financial Statements and Supplementary Data of this report, Trustmark maintains a noncontributory tax-qualified defined benefit pension plan titled the Trustmark Corporation Pension Plan for Certain Employees of Acquired Financial Institutions (the Continuing Plan) to satisfy commitments made by Trustmark to associates covered through plans obtained in acquisitions.
At
The fair value of plan assets is determined utilizing current market quotes, while the benefit obligation and periodic benefit costs are determined utilizing actuarial methodology with certain weighted-average assumptions. For 2020, 2019 and 2018, the process used to select the discount rate assumption under FASB ASC Topic 715 takes into account the benefit cash flow and the segmented yields on high-quality corporate bonds that would be available to provide for the payment of the benefit cash flow. Assumptions, which have been chosen to represent the estimate of a particular event as required by GAAP, have been reviewed and approved by Management based on recommendations from its actuaries. 65 -------------------------------------------------------------------------------- The range of potential contributions to the Continuing Plan is determined annually by the Continuing Plan's actuary in accordance with applicableIRS rules and regulations. Trustmark's policy is to fund amounts that are sufficient to satisfy the annual minimum funding requirements and do not exceed the maximum that is deductible for federal income tax purposes. The actual amount of the contribution is determined annually based on the Continuing Plan's funded status and return on plan assets as of the measurement date, which isDecember 31 . For the plan year endingDecember 31, 2020 , Trustmark's minimum required contribution to the Continuing Plan was$306 thousand ; however, Trustmark contributed$563 thousand ,$257 thousand in excess of the minimum required. For the plan year endingDecember 31, 2021 , Trustmark's minimum required contribution to the Continuing Plan is expected to be$327 thousand ; however, Management and the Board of Directors of Trustmark will monitor the Continuing Plan throughout 2021 to determine any additional funding requirements by the plan's measurement date. Supplemental Retirement Plans As disclosed in Note 15 - Defined Benefit and Other Postretirement Benefits included in Part II. Item 8. - Financial Statements and Supplementary Data of this report, Trustmark maintains a nonqualified supplemental retirement plan covering key executive officers and senior officers as well as directors who have elected to defer fees. The plan provides for retirement and/or death benefits based on a participant's covered salary or deferred fees. Although plan benefits may be paid from Trustmark's general assets, Trustmark has purchased life insurance contracts on the participants covered under the plan, which may be used to fund future benefit payments under the plan. The measurement date for the plan isDecember 31 . As a result of mergers prior to 2014, Trustmark became the administrator of small nonqualified supplemental retirement plans, for which the plan benefits were frozen prior to the merger dates. AtDecember 31, 2020 , the accrued benefit obligation for the supplemental retirement plans equaled$59.6 million , while the net periodic benefit cost equaled$2.8 million in 2020,$3.0 million in 2019 and$3.1 million in 2018. The net periodic benefit cost and projected benefit obligation are determined using actuarial assumptions as of the plans' measurement date. The process used to select the discount rate assumption under FASB ASC Topic 715 takes into account the benefit cash flow and the segmented yields on high-quality corporate bonds that would be available to provide for the payment of the benefit cash flow. AtDecember 31, 2020 , unrecognized actuarial losses and unrecognized prior service costs continue to be amortized over future service periods.
Legal Environment
Information required in this section is set forth under the heading "Legal Proceedings" of Note 17 - Commitments and Contingencies in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Off-Balance Sheet Arrangements
Information required in this section is set forth under the heading "Lending Related" of Note 17 - Commitments and Contingencies in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Contractual Obligations
Trustmark is obligated to make payments under specific long-term and certain other binding contractual arrangements. The following table provides a schedule of the amount of the payments due under those obligations as ofDecember 31, 2020 ($ in thousands): Three to Less than One to Three Five After One Year Years Years Five Years Total Time deposits$ 1,152,489 $ 223,171 $ 27,068 $ 3,170 $ 1,405,898 Securities sold under repurchase agreements 128,053 - - - 128,053 FHLB advances 625 - - 116 741 Subordinated notes - - - 122,921 122,921 Junior subordinated debt securities - - - 61,856 61,856 Finance lease obligations 1,396 2,075 876 3,458 7,805 Operating lease obligations 3,683 7,095 7,712 13,800 32,290 Total$ 1,286,246 $ 232,341 $ 35,656 $ 205,321 $ 1,759,564 Capital Resources AtDecember 31, 2020 , Trustmark's total shareholders' equity was$1.741 billion , an increase of$80.4 million , or 4.8%, when compared toDecember 31, 2019 . During 2020, shareholders' equity increased primarily as a result of net income of$160.0 million as well as an increase in the fair market value of available for sale securities, net of tax, of$23.0 million , partially offset by common stock dividends of$58.8 million , common stock repurchases of$27.5 million and a$19.9 million , net of tax, adjustment to the 66 -------------------------------------------------------------------------------- beginning balance of retained earnings as a result of the adoption of FASB ASU 2016-13. Trustmark utilizes a capital model in order to provide Management with a monthly tool for analyzing changes in its strategic capital ratios. This allows Management to hold sufficient capital to provide for growth opportunities and protect the balance sheet against sudden adverse market conditions, while maintaining an attractive return on equity to shareholders.
Trustmark and TNB are subject to minimum risk-based capital and leverage capital requirements, as described in the section captioned "Capital Adequacy" included in Part I. Item 1. - Business of this report, which are administered by the federal bank regulatory agencies. These capital requirements, as defined by federal regulations, involve quantitative and qualitative measures of assets, liabilities and certain off-balance sheet instruments. Trustmark's and TNB's minimum risk-based capital requirements include the phased in capital conservation buffer of 2.500% atDecember 31, 2020 and 2019. AOCI is not included in computing regulatory capital. Trustmark has elected the five-year phase-in transition period related to adopting FASB ASU 2016-13 for regulatory capital purposes. 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 financial statements of Trustmark and TNB and limit Trustmark's and TNB's ability to pay dividends. As ofDecember 31, 2020 , Trustmark and TNB exceeded all applicable minimum capital standards. In addition, Trustmark and TNB met applicable regulatory guidelines to be considered well-capitalized atDecember 31, 2020 . To be categorized in this manner, Trustmark and TNB maintained minimum common equity Tier 1 risk-based capital, Tier 1 risk-based capital, total risk-based capital and Tier 1 leverage ratios, and were not subject to any written agreement, order or capital directive, or prompt corrective action directive issued by their primary federal regulators to meet and maintain a specific capital level for any capital measures. There are no significant conditions or events that have occurred sinceDecember 31, 2020 , which Management believes have affected Trustmark's or TNB's present classification. During the fourth quarter of 2020, Trustmark enhanced its capital structure with the issuance of$125.0 million of subordinated notes. The subordinated notes were sold at an underwriting discount of 1.2%, resulting in net proceeds to Trustmark of$123.5 million before deducting offering expenses of$600 thousand . AtDecember 31, 2020 , the carrying amount of the subordinated notes was$122.9 million . The subordinated notes matureDecember 1, 2030 and are redeemable at Trustmark's option under certain circumstances. For regulatory capital purposes, the subordinated notes qualify as Tier 2 capital for Trustmark atDecember 31, 2020 . Trustmark may utilize the full carrying value of the subordinated notes as Tier 2 capital untilDecember 1, 2025 (five years prior to maturity). BeginningDecember 1, 2025 , the subordinated notes will phase out of Tier 2 capital 20.0% each year until maturity. In 2006, Trustmark enhanced its capital structure with the issuance of trust preferred securities. For regulatory capital purposes, the trust preferred securities qualified as Tier 1 capital atDecember 31, 2020 and 2019. Trustmark intends to continue to utilize$60.0 million in trust preferred securities issued by the Trust as Tier 1 capital up to the regulatory limit, as permitted by the grandfather provision in the Dodd-Frank Act and the Basel III Final Rule. Refer to the section captioned "Regulatory Capital " included in Note 18 - Shareholders' Equity in Part II. Item 8. - Financial Statements and Supplementary Data of this report for an illustration of Trustmark's and TNB's actual regulatory capital amounts and ratios under regulatory capital standards in effect atDecember 31, 2020 and 2019.
Dividends on Common Stock
Dividends per common share for each of the years endedDecember 31, 2020 , 2019 and 2018 were$0.92 . Trustmark's dividend payout ratio for 2020, 2019 and 2018 was 36.51%, 39.48%, and 41.44%, respectively. Approval by TNB's regulators is required if the total of all dividends declared in any calendar year exceeds the total of its net income for that year combined with its retained net income of the preceding two years. In 2021, TNB will have available approximately$86.7 million plus its net income for that year to pay as dividends to Trustmark. The actual amount of any dividends declared in 2021 by Trustmark will be determined by Trustmark's Board of Directors.
Liquidity
Liquidity is the ability to ensure that sufficient cash flow and liquid assets are available to satisfy current and future financial obligations, including demand for loans and deposit withdrawals, funding operating costs and other corporate purposes. Consistent cash flows from operations and adequate capital provide internally generated liquidity. Furthermore, Management maintains funding capacity from a variety of external sources to meet daily funding needs, such as those required to meet deposit withdrawals, loan disbursements and security settlements. Liquidity strategy also includes the use of wholesale funding sources to provide for the seasonal fluctuations of deposit and loan demand and the cyclical fluctuations of the economy that impact the availability of funds. Management keeps excess funding capacity available to meet potential demands associated with adverse circumstances. 67 -------------------------------------------------------------------------------- The asset side of the balance sheet provides liquidity primarily through maturities and cash flows from loans and securities as well as the ability to sell certain loans and securities while the liability portion of the balance sheet provides liquidity primarily through noninterest and interest-bearing deposits. Trustmark utilizes federal funds purchased, FHLB advances, repurchase agreements as well as the Discount Window and, on a limited basis as discussed below, brokered deposits to provide additional liquidity. Access to these additional sources represents Trustmark's incremental borrowing capacity. Deposit accounts represent Trustmark's largest funding source. Average deposits totaled to$12.916 billion for 2020 and represented approximately 84.8% of average liabilities and shareholders' equity, compared to average deposits of$11.404 billion , which represented 84.5% of average liabilities and shareholders' equity for 2019. Trustmark utilizes a limited amount of brokered deposits to supplement other wholesale funding sources. AtDecember 31, 2020 , brokered sweep Money Market Deposit Account (MMDA) deposits totaled$28.1 million compared to$26.2 million atDecember 31, 2019 . AtDecember 31, 2020 , Trustmark had no upstream federal funds purchased, compared to$193.5 million atDecember 31, 2019 . The decrease in the upstream federal funds purchased during 2020 was due primarily to the increases in deposit balances as customers deposited proceeds from line draws, PPP loans and other stimulus programs, as well as the FRB's decision to reduce reserve requirement ratios to zero. Trustmark maintains adequate federal funds lines to provide sufficient short-term liquidity. Trustmark maintains a relationship with the FHLB ofDallas , which provided no outstanding short-term or long-term advances atDecember 31, 2020 and 2019. Trustmark had$600.0 million in letters of credit outstanding with the FHLB ofDallas atDecember 31, 2020 , compared to no outstanding letters of credit atDecember 31, 2019 . Under the existing borrowing agreement, Trustmark had sufficient qualifying collateral to increase FHLB advances with the FHLB ofDallas by$2.725 billion atDecember 31, 2020 . In addition, atDecember 31, 2020 , Trustmark had$625 thousand in short-term and$116 thousand in long-term FHLB advances outstanding with the FHLB ofAtlanta , which were acquired in the BancTrust merger, compared to no short-term and$811 thousand in long-term FHLB advances outstanding atDecember 31, 2019 . Trustmark has non-member status and thus no additional borrowing capacity with the FHLB ofAtlanta . Additionally, Trustmark has the ability to leverage its unencumbered investment securities as collateral. AtDecember 31, 2020 , Trustmark had approximately$560.0 million available in unencumbered agency securities compared to$546.0 million atDecember 31, 2019 .
Another borrowing source is the Discount Window. At
Additionally, on
During the fourth quarter of 2020, Trustmark agreed to issue and sell$125.0 million aggregate principal amount of its 3.625% fixed-to-floating rate subordinated notes. The subordinated notes were sold at an underwriting discount of 1.2%, resulting in net proceeds to Trustmark of$123.5 million before deducting offering expenses of$600 thousand . AtDecember 31, 2020 , the carrying amount of the subordinated notes was$122.9 million . The subordinated notes matureDecember 1, 2030 and are redeemable at Trustmark's option under certain circumstances. The subordinated notes are unsecured obligations and are subordinated in right of payment to all of Trustmark's existing and future senior indebtedness, whether secured or unsecured. The subordinated notes are obligations of Trustmark only and are not obligations of, and are not guaranteed by, any of its subsidiaries, including TNB. Trustmark intends to use the net proceeds for general corporate purposes.
During 2006, Trustmark completed a private placement of
The Board of Directors of Trustmark currently has the authority to issue up to 20.0 million preferred shares with no par value. The ability to issue preferred shares in the future will provide Trustmark with additional financial and management flexibility for general corporate and acquisition purposes. AtDecember 31, 2020 , Trustmark had no shares of preferred stock issued and outstanding.
Liquidity position and strategy are reviewed regularly by Management and continuously adjusted in relationship to Trustmark's overall strategy. Management believes that Trustmark has sufficient liquidity and capital resources to meet presently known cash flow requirements arising from ongoing business transactions.
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Asset/Liability Management
Overview
Market risk reflects the potential risk of loss arising from adverse changes in interest rates and market prices. Trustmark has risk management policies to monitor and limit exposure to market risk. Trustmark's primary market risk is interest rate risk created by core banking activities. Interest rate risk is the potential variability of the income generated by Trustmark's financial products or services, which results from changes in various market interest rates. Market rate changes may take the form of absolute shifts, variances in the relationships between different rates and changes in the shape or slope of the interest rate term structure. In 2017, theUnited Kingdom's Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate LIBOR, indicating that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Trustmark has a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. The transition from LIBOR could create considerable costs and additional risk. Trustmark cannot predict what the ultimate impact of the transition from LIBOR will be; however, failure to adequately manage the transition could have a material adverse effect on Trustmark's business, financial condition and results of operations. Trustmark has organized an internalLIBOR Transition Working Group to identify operational and contractual best practices, assess its risk, manage the transition, facilitate communication with its customers and monitor the impacts. For additional information regarding the transition from LIBOR and Trustmark's management of this transition, please see the respective risk factor included in Part I. Item 1A. - Risk Factors of this report. Management continually develops and applies cost-effective strategies to manage these risks. Management's Asset/Liability Committee sets the day-to-day operating guidelines, approves strategies affecting net interest income and coordinates activities within policy limits established by the Board of Directors of Trustmark. A key objective of the asset/liability management program is to quantify, monitor and manage interest rate risk and to assist Management in maintaining stability in the net interest margin under varying interest rate environments. Derivatives Trustmark uses financial derivatives for management of interest rate risk. Management's Asset/Liability Committee, in its oversight role for the management of interest rate risk, approves the use of derivatives in balance sheet hedging strategies. The most common derivatives employed by Trustmark are interest rate lock commitments, forward contracts (both futures contracts and options on futures contracts), interest rate swaps, interest rate caps and interest rate floors. As a general matter, the values of these instruments are designed to be inversely related to the values of the assets that they hedge (i.e., if the value of the hedged asset falls, the value of the related hedge rises). In addition, Trustmark has entered into derivatives contracts as counterparty to one or more customers in connection with loans extended to those customers. These transactions are designed to hedge interest rate, currency or other exposures of the customers and are not entered into by Trustmark for speculative purposes. Increased federal regulation of the derivatives markets may increase the cost to Trustmark to administer derivatives programs.
Derivatives Not Designated as Hedging Instruments
As part of Trustmark's risk management strategy in the mortgage banking business, various derivative instruments such as interest rate lock commitments and forward sales contracts are utilized. Rate lock commitments are residential mortgage loan commitments with customers, which guarantee a specified interest rate for a specified period of time. Trustmark's obligations under forward contracts consist of commitments to deliver mortgage loans, originated and/or purchased, in the secondary market at a future date. The gross notional amount of Trustmark's off-balance sheet obligations under these derivative instruments totaled$706.8 million atDecember 31, 2020 , with a positive valuation adjustment of$6.4 million , compared to$301.1 million , with a positive valuation adjustment of$953 thousand atDecember 31, 2019 . Trustmark utilizes a portfolio of exchange-traded derivative instruments, such asTreasury note futures contracts and option contracts, to achieve a fair value return that economically hedges changes in fair value of the MSR attributable to interest rates. These transactions are considered freestanding derivatives that do not otherwise qualify for hedge accounting under GAAP. The total notional amount of these derivative instruments was$326.5 million atDecember 31, 2020 compared to$564.0 million atDecember 31, 2019 . These exchange-traded derivative instruments are accounted for at fair value with changes in the fair value recorded as noninterest income in mortgage banking, net and are offset by the changes in the fair value of the MSR. The MSR fair value represents the present value of future cash flows, which among other things includes decay and the effect of changes in interest rates. Ineffectiveness of hedging the MSR fair value is measured by comparing the change in value of hedge instruments to the change in the fair value of the MSR asset attributable to changes in interest rates and other market driven changes in valuation inputs and assumptions. The impact of this strategy resulted in a net positive ineffectiveness of$7.8 million for the year endedDecember 31, 2020 , compared to a net negative ineffectiveness of$11.5 million for the year endedDecember 31, 2019 and a net positive ineffectiveness of$2.4 million for the year endedDecember 31, 2018 . 69 -------------------------------------------------------------------------------- Trustmark offers certain interest rate derivatives products directly to qualified commercial lending clients seeking to manage their interest rate risk under loans they have entered into with TNB. Trustmark economically hedges interest rate swap transactions executed with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants. Derivatives transactions executed as part of this program are not designated as qualifying hedging relationships under GAAP and are, therefore, carried on Trustmark's financial statements at fair value with the change in fair value recorded as noninterest income in bank card and other fees. Because these derivatives have mirror-image contractual terms, in addition to collateral provisions which mitigate the impact of non-performance risk, the changes in fair value are expected to substantially offset. TheChicago Mercantile Exchange rules legally characterize variation margin collateral payments made or received for centrally cleared interest rate swaps as settlements rather than collateral. As a result, centrally cleared interest rate swaps included in other assets and other liabilities are presented on a net basis in the accompanying consolidated balance sheets. As ofDecember 31, 2020 , Trustmark had interest rate swaps with an aggregate notional amount of$1.125 billion related to this program, compared to$893.1 million as ofDecember 31, 2019 .
Credit-Risk-Related Contingent Features
Trustmark has agreements with its financial institution counterparties that contain provisions where if Trustmark defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Trustmark could also be deemed to be in default on its derivatives obligations.
As ofDecember 31, 2020 and 2019, the termination value of interest rate swaps in a liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was$1.3 million and$1.0 million , respectively. As ofDecember 31, 2020 , Trustmark had posted collateral of$1.6 million against its obligations because of negotiated thresholds and minimum transfer amounts under these agreements. If Trustmark had breached any of these triggering provisions atDecember 31, 2020 , it could have been required to settle its obligations under the agreements at the termination value (which is expected to approximate fair market value). Credit risk participation agreements arise when Trustmark contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third-party default on the underlying swap. At bothDecember 31, 2020 and 2019, Trustmark had entered into three risk participation agreements as a beneficiary with aggregate notional amounts of$41.1 million and$37.6 million , respectively. As ofDecember 31, 2020 , Trustmark had entered into twenty-four risk participation agreements as a guarantor with an aggregate notional amount of$172.0 million compared to ten risk participation agreements as a guarantor with an aggregate notional amount of$79.3 million atDecember 31, 2019 . The aggregate fair values of these risk participation agreements were immaterial atDecember 31, 2020 and 2019. Trustmark's participation in the derivatives markets is subject to increased federal regulation of these markets. Trustmark believes that it may continue to use financial derivatives to manage interest rate risk and also to offer derivatives products to certain qualified commercial lending clients in compliance with the Volcker Rule. However, the increased federal regulation of the derivatives markets has increased the cost to Trustmark of administering its derivatives programs. Some of these costs (particularly compliance costs related to the Volcker Rule and other federal regulations) are expected to recur in the future.
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