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WAFD INC

For the period ended Sep 30, 2024. Filed Nov 20, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Nov 20, 2024

WAFD$29.68+0.8%Stored close · as of Nov 9, 2026

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Contents

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NOTE B -BUSINESS COMBINATION

At the Effective Time on March 1, 2024 ("the Merger Date"), WaFd, Inc. acquired Luther Burbank, headquartered in Santa Rosa, California. The Merger was effectively an all-stock transaction and has been accounted for as a business combination. Pursuant to the Merger Agreement, on the Merger Date, each holder of LBC common stock received 0.3353 of a share of WaFd common stock for each share of LBC common stock held. As of the Merger Date, WaFd had 64,311,764 shares of common stock outstanding and issued 17,088,886 shares of WaFd common stock to the LBC shareholders which represents approximately 21% of the voting interests in WaFd, Inc. upon completion of the Merger.

The purchase price for purposes of the transaction accounting adjustments is calculated based on the number of shares of WaFd stock issued to LBC shareholders and the closing share price on the Merger Date as shown in the following table (amounts in thousands except share and per share data).

Number of WaFd shares issued to LBC shareholders17,089
WaFd market price per share on February 29, 2024$27.24
Purchase price of shares issued to LBC shareholders$465,501
Cash in lieu of fractional shares$3
Purchase price consideration$465,504

The Merger was accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed in the Merger were recorded at their respective acquisition date estimated fair values and have been adjusted subsequent to the Merger Date based on new information. These estimates were recorded based on initial valuations available at the Merger Date, and these estimates, including initial accounting for deferred taxes, are considered preliminary as of September 30, 2024. In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. While the Company believes that the information available on the Merger Date provided a reasonable basis for estimating fair value, additional information may be obtained during the measurement period that would result in changes to the estimated fair value amounts. The measurement period ends on the earlier of one year after the Merger Date or the date the Company concludes that all necessary information about the facts and circumstances that existed as of the Merger Date have been obtained. Management anticipates that facts obtained during the measurement period could result in adjustments to the Merger Date valuation amounts presented herein.

The table below displays the amounts recognized as of the Merger Date for each major class of assets acquired and liabilities assumed:

March 1, 2024
(in thousands)
Total merger consideration$465,504
Fair value of assets acquired
Cash and cash equivalents$627,403
Investment securities518,878
Loans receivable3,189,887
Loans held for sale3,017,506
Interest receivable25,697
Premises and equipment6,436
FHLB stock35,831
Bank owned life insurance17,781
Intangible assets37,022
Deferred tax asset, net125,151
Other assets75,585
Total assets acquired$7,677,177
Fair value of liabilities assumed
Customer accounts$5,640,440
Borrowings1,432,138
Junior subordinated deferrable interest debentures50,175
Senior Debt93,514
Accrued expenses and other liabilities100,113
Total liabilities assumed$7,316,380
Net Assets Acquired$360,797
Goodwill$104,707

In connection with the Merger, the Company recorded approximately $104,707,000 of goodwill. Goodwill represents the excess of the purchase price over the fair value of the assets acquired net of fair value of liabilities assumed. Information regarding goodwill and the carrying amount and amortization of intangible assets are provided in Note A.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value based on the short-term nature of these assets.

Investment securities – Fair values for investment securities are based on quoted market prices. The actual sales prices of securities were used for those securities sold in March 2024, shortly after the Merger, rather than the quoted market price as sales prices were determined to be the best indicator of fair value.

Loans receivable – A valuation of the loans held for investment portfolio was performed by a third party as of the Merger Date to assess the fair value. The loans held for investment portfolio was segmented into three groups, including performing purchased credit deteriorated ("PCD") loans, non-performing PCD loans and non-PCD loans. The loans were further pooled based on loan type and interest rate terms. The loans were valued at the pool level using a discounted cash flow methodology. The methodology included projecting cash flows based on the contractual terms of the loans and the cash flows were adjusted to reflect credit loss expectations along with prepayments. Discount rates were developed based on the relative risk of the cash flows, taking into consideration the loan type, market rates as of the valuation date, recent originations in the portfolio, credit loss expectations, and liquidity expectations. Lastly, cash flows adjusted for credit loss expectations were discounted to present value and summed to arrive at the fair value of the loans.

The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized in subsequent periods as provision for credit losses (or recapture of credit losses) arises. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration is allocated to each individual asset. At the Merger Date, the initial allowance for credit losses, determined on a collective basis, is allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, is accreted to interest income using the interest method based on the effective interest rate determined at the Merger Date.

Of the $3.2 billion net loans held for investment acquired, $293 million were identified as PCD loans on the Merger Date. The following table provides a summary of these PCD loans at acquisition:

March 1, 2024
(In thousands)
Principal of PCD loans acquired$293,204
PCD ACL at acquisition(7,403)
Non-credit discount on PCD loans(45,869)
Fair value of PCD loans$239,932

Loans held for sale – The loans held for sale portfolio was recorded at fair value based on quotes or bids from third parties.

Premises and equipment- The fair values of premises are based on a market approach by obtaining third-party appraisals and broker opinions of value for land, office and branch space.

Core deposit intangible – The core deposit intangible represents the low cost of funding acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated based on a cost savings methodology that gave consideration to expected customer attrition rates, net maintenance cost of the deposit base, interest costs associated with customer deposits, and the alternative cost of funds. The estimated fair value was grossed-up for the expected tax amortization benefit. The intangible asset is being amortized over 6 years using an accelerated method, based upon the period over which estimated economic benefits are estimated to be received.

Customer Accounts – The fair values used for the demand and savings deposits equal the amount payable on demand at the Merger Date. The fair value of time deposits is estimated by discounting the estimated future cash flows using current rates offered for deposits with similar remaining maturities.

Borrowings – The fair value of Federal Home Loan Bank ("FHLB") advances and Federal Reserve Bank ("FRB") borrowings is estimated by discounting the estimated future cash flows using rates currently available to the Company for debt with similar remaining maturities.

The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities in the Merger for the period March 1, 2024 to September 30, 2024.

The following table shows the impact of merger-related expenses for the years ended September 30, 2024 and September 30, 2023.

Year Ended

Merger-Related ExpensesSeptember 30, 2024September 30, 2023
(in thousands)
Severance and employee-related$18,846$—
Legal and Professional5,5732,773
Charitable contributions1,000—
System conversion and integration900242
$26,319$3,015

The following table presents unaudited pro forma information as if the Merger had occurred on October 1, 2022. The pro forma adjustments give effect to any change in interest income due to the accretion of the discount (premium) associated with the fair value adjustments to acquired loans, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits, borrowings and long-term debt and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of October 1, 2022. The pro forma information is not indicative of what would have occurred had the Merger occurred as of the beginning of the year prior to the Merger Date. The pro forma amounts below do not reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the Merger. As a result, actual amounts differed from the unaudited pro forma information presented.

Unaudited Pro Forma for theYear Ended
September 30, 2024September 30, 2023
(in thousands)
Net-interest income$710,644$833,957
Non-interest income63,37156,331
Net income207,689291,832

NOTE C -INVESTMENT SECURITIES

The tables below provide detail regarding the amortized cost and fair value of available-for-sale and held-to-maturity investment securities.

September 30, 2024 · AmortizedCost · Gross Unrealized · FairValue · Yield
GainsLosses
($ in thousands)
Available-for-sale securities
U.S. government and agency securities due
Within 1 year$4,360$4$—$4,3645.58%
1 to 5 years4,6402(124)4,5182.82
5 to 10 years166,0701,230—167,3005.97
Over 10 years137,799394(171)138,0226.29
Asset-backed securities due
1 to 5 years11,466—(284)11,1826.04
5 to 10 years9,631—(3)9,6286.20
Over 10 years520,756600(2,041)519,3156.15
Corporate debt securities due
Within 1 year45,024—(367)44,6574.61
1 to 5 years99,244977—100,2215.39
5 to 10 years112,029—(10,625)101,4043.87
Over 10 years50,000——50,0006.85
Municipal bonds due
5 to 10 years5,689—(243)5,4463.00
Over 10 years29,793—(166)29,6275.85
Mortgage-backed securities
Agency pass-through certificates1,420,3767,324(40,675)1,387,0254.09
2,616,87710,531(54,699)2,572,7094.87
Held-to-maturity securities
Mortgage-backed securities
Agency pass-through certificates436,972913(36,839)401,0463.18
436,972913(36,839)401,0463.18
$3,053,849$11,444$(91,538)$2,973,7554.63%
September 30, 2023 · AmortizedCost · Gross Unrealized · FairValue · Yield
GainsLosses
($ in thousands)
Available-for-sale securities
U.S. government and agency securities due
Within 1 year$3,501$—$(36)$3,4656.06%
1 to 5 years18,894—(563)18,3314.70
5 to 10 years87,922177—88,0995.76
Over 10 years106,340831(13)107,1585.84
Asset-backed securities due
1 to 5 years18,579—(715)17,8646.06
5 to 10 years36,8752(99)36,7786.11
Over 10 years539,911578(7,115)533,3746.35
Corporate debt securities due
Within 1 year—————
1 to 5 years151,893895(1,787)151,0015.14
5 to 10 years113,221—(21,700)91,5213.87
Municipal bonds due
5 to 10 years5,720—(701)5,0193.00
Over 10 years29,832361(550)29,6435.85
Mortgage-backed securities
Agency pass-through certificates1,005,92866(93,150)912,8443.39
2,118,6162,910(126,429)1,995,0974.64
Held-to-maturity securities
Mortgage-backed securities
Agency pass-through certificates423,586—(68,398)355,1882.88
423,586—(68,398)355,1882.88
$2,542,202$2,910$(194,827)$2,350,2854.35%

The Company purchased $549,159,000 of available-for-sale investment securities and $47,092,000 held-to-maturity investment securities during 2024. Sales of available-for-sale securities totaled $182,682,000 and there wereno sales of held-to-maturity investment securities in 2024. Substantially all mortgage-backed securities have contractual due dates that exceed 25 years.

The Company elected to exclude AIR from the amortized cost basis of debt securities disclosed throughout this footnote. For AFS securities, AIR totaled $9,311,000 and $8,641,000 as of September 30, 2024 and September 30, 2023, respectively. For HTM debt securities, AIR totaled $1,154,000 and $1,013,000 as of September 30, 2024 and September 30, 2023, respectively. AIR is included in the “interest receivable” line item on the Company’s consolidated statements of financial condition.

The following tables show the gross unrealized losses and fair value of securities as of September 30, 2024 and September 30, 2023, by length of time that individual securities in each category have been in a continuous loss position. There were 209 and 232 securities with an unrealized loss as of September 30, 2024 and September 30, 2023, respectively. The decline in fair value since purchase is attributable to changes in interest rates. Because the Company does not intend to sell these securities and does not consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be impaired.

September 30, 2024Less than 12 months12 months or moreTotal
UnrealizedGross LossesFairValueUnrealizedGross LossesFairValueUnrealizedGross LossesFairValue
(In thousands)
Available-for-sale securities
Corporate debt securities$—$—$(10,993)$146,060$(10,993)$146,060
Municipal bonds(15)19,985(394)15,088(409)35,073
U.S. government and agency securities——————
Asset-backed securities(249)116,173(2,373)235,846(2,622)352,019
Mortgage-backed securities(165)103,283(40,510)728,968(40,675)832,251
(429)239,441(54,270)1,125,962(54,699)1,365,403
Held-to-maturity securities
Mortgage-backed securities——(36,839)348,573(36,839)348,573
$(429)$239,441$(91,109)$1,474,535$(91,538)$1,713,976
September 30, 2023Less than 12 months12 months or moreTotal
UnrealizedGross LossesFairValueUnrealizedGross LossesFairValueUnrealizedGross LossesFairValue
(In thousands)
Available-for-sale securities
Corporate debt securities$—$—$(23,487)$167,452$(23,487)$167,452
Municipal bonds due——(1,250)14,302(1,250)14,302
U.S. government and agency securities(13)14,917(599)21,795(612)36,712
Asset-backed securities(2,142)86,800(5,788)445,454(7,930)532,254
Mortgage-backed securities(2,030)142,235(91,120)744,010(93,150)886,245
(4,185)243,952(122,244)1,393,013(126,429)1,636,965
Held-to-maturity securities
Mortgage-backed securities(15)1,424(68,383)353,764(68,398)355,188
$(4,200)$245,376$(190,627)$1,746,777$(194,827)$1,992,153

Substantially all of the Company’s held-to-maturity debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Therefore, the Company did not record an allowance for credit losses for these securities as of September 30, 2024 or September 30, 2023. The Company does not consider HTM investments to have any credit impairment.

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position have any credit loss impairment as of September 30, 2024 or September 30, 2023. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity. Available-for-sale debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Corporate debt securities and municipal bonds are considered to have an issuer of high credit quality and the decline in fair value is due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

NOTE D -LOANS RECEIVABLE

For a detailed discussion of loans and credit quality, including accounting policies and the CECL methodology used to estimate the allowance for credit losses, see Note A "Summary of Significant Accounting Policies" above.

The Company's loans held for investment are divided intotwo portfolio segments, commercial loans and consumer loans, with each of those segments further split into loan classes for purposes of estimating the allowance for credit losses.

The following table is a summary of loans receivable by loan portfolio segment and class.

September 30, 2024 · September 30, 2023
($ in thousands) · ($ in thousands)
Gross loans by category
Commercial loans
Multi-family$4,658,11920.8%$2,907,08614.8%
Commercial real estate3,757,04016.83,344,95917.0
Commercial & industrial2,337,13910.42,321,71711.8
Construction2,174,2549.73,318,99416.9
Land - acquisition & development200,7131.0201,5381.0
Total commercial loans13,127,26558.712,094,29461.6
Consumer loans
Single-family residential8,399,03037.66,451,27032.8
Construction - custom384,1611.7672,6433.4
Land - consumer lot loans108,7910.5125,7230.6
HELOC266,1511.2234,4101.2
Consumer73,9980.370,1640.4
Total consumer loans9,232,13141.37,554,21038.4
Total gross loans22,359,396100%19,648,504100%
Less:
Allowance for loan losses203,753177,207
Loans in process1,009,7981,895,940
Net deferred fees, costs and discounts229,49198,807
Total loan contra accounts1,443,0422,171,954
Net loans$20,916,354$17,476,550

The Company elected to exclude AIR from the amortized cost basis of loans for disclosure purposes and from the calculations of estimated credit losses. As of September 30, 2024 and September 30, 2023, AIR for loans totaled $92,362,000 and $77,349,000, respectively, and is included in the “accrued interest receivable” line item on the Company’s consolidated statements of financial condition.

Loans in the amount of $16,957,014,000 and $8,941,201,000 at September 30, 2024 and September 30, 2023, respectively, were pledged to secure borrowings and available lines of credit. None of the agencies to which we have pledged loans have the right to sell or re-pledge them.

The following summary breaks down the Company's fixed rate and adjustable rate loans by time to maturity or to rate adjustment. The table below does not account for fixed rate loans that are swapped to floating using derivatives. See Note Gfor details regarding fair value hedges of individual fixed rate commercial loans and also hedges of a specified portion of pools of prepayable fixed rate mortgage loans under the "last of layer" method.

September 30, 2024
Fixed-RateAdjustable-Rate
Term To MaturityLoans% of LoansTerm To Rate AdjustmentLoans% of Loans
(In thousands) · (In thousands)
Within 1 year$179,2670.8%Less than 1 year$6,218,63029.4%
1 to 3 years1,215,1705.81 to 3 years2,101,73210.0
3 to 5 years764,0563.63 to 5 years1,148,9695.4
5 to 10 years2,582,52212.25 to 10 years306,4851.5
10 to 20 years503,6772.410 to 20 years311—
Over 20 years6,096,16828.9Over 20 years3,120—
$11,340,86053.7%$9,779,24746.3%

The Company has granted loans to officers and directors of the Company and related interests. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of these loans, including unfunded commitments to lend, was $98,271,000 and $134,860,000 at September 30, 2024 and 2023, respectively. As of September 30, 2024, all of these loans were performing in accordance with contractual terms.

The following table sets forth the amortized cost basis of loans receivable for non-accrual loans and loans 90 days or more past due and still accruing.

September 30, 2024 · September 30, 2023
(In thousands, except ratio data)
Non-accrualNon-accrual with no ACL90 days or more past due and accruingNon-accrualNon-accrual with no ACL90 days or more past due and accruing
Commercial loans
Multi-family$18,743$—$—$5,127$—$—
Commercial real estate26,362——23,435——
Commercial & industrial——1,0836,082——
Construction1,120—————
Land - acquisition & development74—————
Total commercial loans46,299—1,08334,644——
Consumer loans
Single-family residential21,488——14,918——
Construction - custom848——88——
Land - consumer lot loans———9——
HELOC596——736——
Consumer310——27——
Total consumer loans23,242——15,778——
Total loans$69,541$—$1,083$50,422$—$—
% of total loans0.33%0.29%

The following tables break down loan delinquencies by loan portfolio segment and class.

September 30, 2024 · Days Delinquent Based on $ Amount of Loans · % basedon $
Loan typeLoans Receivable (Amortized Cost)Current306090Total Past Due
($ in thousands)
Commercial loans
Multi-Family$4,556,200$4,541,527$—$4,890$9,783$14,6730.32%
Commercial Real Estate3,732,1553,731,49489—5726610.02
Commercial & Industrial2,332,7322,330,686—1,0231,0232,0460.09
Construction1,424,0161,421,966930—1,1202,0500.14
Land - Acquisition & Development160,317160,243——74740.05
Total commercial loans12,205,42012,185,9161,0195,91312,57219,5040.16
Consumer loans
Single-Family Residential8,280,3008,250,5893,9277,54018,24429,7110.36
Construction - Custom182,415181,567——8488480.46
Land - Consumer Lot Loans108,060108,060—————
HELOC269,857267,3471,3875775462,5100.93
Consumer74,05573,2903111443107651.03
Total consumer loans8,914,6878,880,8535,6258,26119,94833,8340.38
Total Loans$21,120,107$21,066,769$6,644$14,174$32,520$53,3380.25%
Delinquency %99.75%0.03%0.07%0.15%0.25%
September 30, 2023 · Days Delinquent Based on $ Amount of Loans · % basedon $
Loan typeLoans Receivable (Amortized Cost)Current306090Total Past Due
($ in thousands)
Commercial loans
Multi-Family$2,886,594$2,886,462$—$—$132$132—%
Commercial Real Estate3,310,1013,285,67384814523,43524,4280.74
Commercial & Industrial2,315,3182,307,020302,1866,0828,2980.36
Construction1,838,9361,838,936—————
Land - Acquisition & Development156,661156,661—————
Total commercial loans10,507,61010,474,7528782,33129,64932,8580.31
Consumer loans
Single-Family Residential6,388,9906,365,0656,4416,06811,41623,9250.37
Construction - Custom324,451320,9877602,617873,4641.07
Land - Consumer Lot Loans124,842124,23135824586110.49
HELOC237,754235,7081,0503146822,0460.86
Consumer70,11069,699228107764110.59
Total consumer loans7,146,1477,115,6908,8379,35112,26930,4570.43
Total Loans$17,653,757$17,590,442$9,715$11,682$41,918$63,3150.36%
Delinquency %99.64%0.06%0.07%0.24%0.36%

Loans are considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. The following table presents the amortized basis of collateral-dependent loans by loan class and collateral type as of September 30, 2024.

Loan typeResidential Real EstateCommercial Real Estate
($ in thousands)
Commercial loans
Multi-Family$—$18,641
Commercial Real Estate—32,790
Commercial & Industrial——
Construction1,120—
Land - Acquisition & Development74—
Total commercial loans1,19451,431
Consumer loans
Single-Family Residential5,678—
Construction - Custom88—
Land - Consumer Lot Loans——
HELOC197—
Consumer——
Total consumer loans5,963—
Total Loans$7,157$51,431

On October 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminated the accounting guidance on troubled debt restructurings ("TDRs") and requires enhanced disclosures for loan modifications to borrowers experiencing financial difficulty. This guidance was applied on a prospective basis. These modified balances are included in their segment cohort based on loan type for the purpose of calculating historical loss rates as described in Note A.

The following table presents the amortized basis of loans that were modified to borrowers experiencing financial difficulty during the period by loan class and modification type. All such modifications during the year were term extensions.

Twelve Months Ended September 30, 2024
Term Extension% of Total Loan Class BalanceWtd. Avg.Term Extension
Commercial loans · ( in thousands) · (in months)
Commercial real estate$23,4490.63%36
Commercial & industrial61,0742.624
Construction19,0871.3412
Total commercial loans103,6100.85
Consumer loans
Single-family residential8820.016
Total consumer loans8820.01
Total Loans$104,4920.49%13

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of modification efforts. The following table presents the performance of such loans that have been modified for the twelve months ended September 30, 2024.

September 30, 2024Days Delinquent
Loan typeCurrent306090Total
Commercial loans
Commercial real estate$23,449$—$—$—$23,449
Commercial & industrial58,999—9921,08361,074
Construction19,087———19,087
Total commercial loans101,535—9921,083103,610
Consumer loans
Single-family residential882———882
Total consumer loans882———882
Total Loans$102,417$—$992$1,083$104,492

None of the loans modified in the twelve months ended September 30, 2024 defaulted after modification.

We evaluate the credit quality of our commercial loans based on regulatory risk ratings and also consider other factors. It is important to note, just because a loan is risk-rated below a "pass" rating, it does not necessarily indicate there will be future charge-offs on that loan. Loans are downgraded because of either borrower specific or industry-wide financial or operating stresses. Based on this evaluation, the loans are assigned a grade and classified as follows:

Pass – the credit does not meet one of the definitions below.

Special mention – A special mention credit is considered to be currently protected from loss but is potentially weak. No loss of principal or interest is foreseen; however, proper supervision and management attention is required to deter further deterioration in the credit. Assets in this category constitute some undue and unwarranted credit risk but not to the point of justifying a risk rating of substandard. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific asset.

Substandard – A substandard credit is an unacceptable credit. Additionally, repayment in the normal course is in jeopardy due to the existence of one or more well defined weaknesses. In these situations, loss of principal is likely if the weakness is not corrected. A substandard asset is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Assets so classified will have a well-defined weakness or weaknesses that jeopardize the collection or liquidation of the debt. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets risk rated substandard.

Doubtful– A credit classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weakness makes collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The probability of loss is high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans.

Loss – Credits classified loss are considered uncollectible and of such little value that their continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be affected in the future. Losses should be taken in the period in which they are identified as uncollectible. Partial charge-off versus full charge-off may be taken if the collateral offers some identifiable protection.

The following tables present by credit quality indicator, loan class, and year of origination, the amortized cost basis of loans receivable as of September 30, 2024 and September 30, 2023.

September 30, 2024Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020Prior to 2020Revolving LoansRevolving to Term LoansTotal Loans
Commercial loans
Multi-family
Pass$62,038$198,790$1,645,460$1,203,005$577,037$716,573$56,627$16,753$4,476,283
Special Mention——1,6982,6552,5725,452——12,377
Substandard——13,5665,8507,05941,065——67,540
Total$62,038$198,790$1,660,724$1,211,510$586,668$763,090$56,627$16,753$4,556,200
Commercial real estate
Pass$216,520$252,923$1,086,200$723,600$475,313$797,877$35,249$—$3,587,682
Special Mention———22,2168,6829,399——40,297
Substandard——8,6862,26025,31967,911——104,176
Total$216,520$252,923$1,094,886$748,076$509,314$875,187$35,249$—$3,732,155
Gross Charge-offs—————203——203
Commercial & industrial
Pass$42,232$148,059$231,215$282,148$89,219$156,666$1,116,283$41,957$2,107,779
Special Mention——————21,264—21,264
Substandard2,14219,81835,7172,28413,22744,87085,6274203,689
Total$44,374$167,877$266,932$284,432$102,446$201,536$1,223,174$41,961$2,332,732
Gross Charge-offs175421015—72,331312,611
Construction
Pass$146,154$421,334$532,310$233,200$—$—$59,334$—$1,392,332
Special Mention———3,221————3,221
Substandard828,6226,06013,699————28,463
Total$146,236$429,956$538,370$250,120$—$—$59,334$—$1,424,016
Land - acquisition & development
Pass$23,475$12,976$56,292$46,635$2,774$17,768$—$—$159,920
Substandard————74323——397
Total$23,475$12,976$56,292$46,635$2,848$18,091$—$—$160,317
Gross Charge-offs—————149——149
Total commercial loans
Pass$490,419$1,034,082$3,551,477$2,488,588$1,144,343$1,688,884$1,267,493$58,710$11,723,996
Special Mention——1,69828,09211,25414,85121,264—77,159
Substandard2,22428,44064,02924,09345,679154,16985,6274404,265
Total$492,643$1,062,522$3,617,204$2,540,773$1,201,276$1,857,904$1,374,384$58,714$12,205,420
Gross Charge-offs$175$42$10$15$—$359$2,331$31$2,963
September 30, 2024Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020Prior to 2020Revolving LoansRevolving to Term LoansTotal Loans
Consumer loans
Single-family residential
Current$384,516$765,673$2,285,996$2,061,359$797,586$1,955,459$—$—$8,250,589
30 days past due——375—1,0632,489——3,927
60 days past due—3,237—1,1996622,442——7,540
90+ days past due—8203,4541,3391,02711,604——18,244
Total$384,516$769,730$2,289,825$2,063,897$800,338$1,971,994$—$—$8,280,300
Gross Charge-offs——13——131——144
Construction - custom
Current$54,649$108,941$17,082$537$—$358$—$—$181,567
90+ days past due——848—————848
Total$54,649$108,941$17,930$537$—$358$—$—$182,415
Land - consumer lot loans
Current$19,672$14,809$26,839$23,804$9,223$13,713$—$—$108,060
Total$19,672$14,809$26,839$23,804$9,223$13,713$—$—$108,060
HELOC
Current$—$—$—$—$—$4,176$262,055$1,116$267,347
30 days past due—————2161,171—1,387
60 days past due—————392185—577
90+ days past due—————8538—546
Total$—$—$—$—$—$4,792$263,949$1,116$269,857
Consumer
Current$1,515$33$(19)$9,440$8,000$18,329$35,992$—$73,290
30 days past due—————92219—311
60 days past due——————144—144
90+ days past due—————91219—310
Total$1,515$33$(19)$9,440$8,000$18,512$36,574$—$74,055
Gross Charge-offs—————139379—518
Total consumer loans
Current$460,352$889,456$2,329,898$2,095,140$814,809$1,992,035$298,047$1,116$8,880,853
30 days past due——375—1,0632,7971,390—5,625
60 days past due—3,237—1,1996622,834329—8,261
90+ days past due—8204,3021,3391,02711,703757—19,948
Total$460,352$893,513$2,334,575$2,097,678$817,561$2,009,369$300,523$1,116$8,914,687
Gross Charge-offs$—$—$13$—$—$270$379$—$662
September 30, 2023Term Loans Amortized Cost Basis by Origination Year
(In thousands)20232022202120202019Prior to 2019Revolving LoansRevolving to Term LoansTotal Loans
Commercial loans
Multi-family
Pass$135,859$658,126$850,998$541,655$135,965$400,412$49,523$—$2,772,538
Special Mention—90,428——————90,428
Substandard—5,7112,3092,4227,5835,603——23,628
Total$135,859$754,265$853,307$544,077$143,548$406,015$49,523$—$2,886,594
Commercial real estate
Pass$221,057$912,776$735,069$476,941$262,945$596,459$2,349$—$3,207,596
Special Mention——788—4,059———4,847
Substandard4995,3613,81024,53827,91635,534——97,658
Total$221,556$918,137$739,667$501,479$294,920$631,993$2,349$—$3,310,101
Commercial & industrial
Pass$155,411$258,798$316,713$117,089$24,246$175,042$1,089,896$27,681$2,164,876
Special Mention————2,940—3,707—6,647
Substandard—5,5328,5372,7833,81946,29769,9486,879143,795
Total$155,411$264,330$325,250$119,872$31,005$221,339$1,163,551$34,560$2,315,318
Construction
Pass$235,150$833,577$559,850$68,105$46,390$373$74,821$—$1,818,266
Substandard2,9015,11912,650—————20,670
Total$238,051$838,696$572,500$68,105$46,390$373$74,821$—$1,838,936
Land - acquisition & development
Pass$20,593$69,414$39,276$6,280$351$17,876$2,600$—$156,390
Substandard—271——————271
Total$20,593$69,685$39,276$6,280$351$17,876$2,600$—$156,661
Total commercial loans
Pass$768,070$2,732,691$2,501,906$1,210,070$469,897$1,190,162$1,219,189$27,681$10,119,666
Special Mention—90,428788—6,999—3,707—101,922
Substandard3,40021,99427,30629,74339,31887,43469,9486,879286,022
Total$771,470$2,845,113$2,530,000$1,239,813$516,214$1,277,596$1,292,844$34,560$10,507,610
September 30, 2023Term Loans Amortized Cost Basis by Origination Year
(In thousands)20232022202120202019Prior to 2019Revolving LoansRevolving to Term LoansTotal Loans
Consumer loans
Single-family residential
Current$513,007$1,478,479$1,719,163$718,250$295,836$1,640,330$—$—$6,365,065
30 days past due8221158593922214,032——6,441
60 days past due—1,5261,4201,325—1,797——6,068
90+ days past due—1,4706661,408—7,872——11,416
Total$513,829$1,481,590$1,722,108$721,375$296,057$1,654,031$—$—$6,388,990
Construction - custom
Current$92,081$218,988$8,838$243$358$479$—$—$320,987
30 days past due—760——————760
60 days past due———2,617————2,617
90+ days past due—87——————87
Total$92,081$219,835$8,838$2,860$358$479$—$—$324,451
Land - consumer lot loans
Current$19,128$41,658$35,048$11,517$4,166$12,714$—$—$124,231
30 days past due——358—————358
60 days past due——245—————245
90+ days past due—————8——8
Total$19,128$41,658$35,651$11,517$4,166$12,722$—$—$124,842
HELOC
Current$—$—$—$—$—$3,733$230,338$1,637$235,708
30 days past due—————441,006—1,050
60 days past due—————314——314
90+ days past due——————682—682
Total$—$—$—$—$—$4,091$232,026$1,637$237,754
Consumer
Current$662$121$9,748$8,006$16$23,201$27,945$—$69,699
30 days past due—————2253—228
60 days past due—————1061—107
90+ days past due————2946—176
Total$662$121$9,748$8,006$45$23,578$27,949$1$70,110
Total consumer loans
Current$624,878$1,739,246$1,772,797$738,016$300,376$1,680,457$258,283$1,637$7,115,690
30 days past due8228751,2173922214,3011,009—8,837
60 days past due—1,5261,6653,942—2,2171—9,351
90+ days past due—1,5576661,408297,926682112,269
Total$625,700$1,743,204$1,776,345$743,758$300,626$1,694,901$259,975$1,638$7,146,147

NOTE E -ALLOWANCE FOR LOAN LOSSES

For a detailed discussion of loans and credit quality, including accounting policies and the CECL methodology used to estimate the allowance for credit losses, see Note A, "Summary of Significant Accounting Policies."

The following tables summarize the activity in the allowance for loan losses by loan portfolio segment and class.

Twelve Months Ended September 30, 2024BeginningAllowanceCharge-offsRecoveriesProvision &Transfers1Ending Allowance
(In thousands)
Commercial loans
Multi-family$13,155$—$—$12,093$25,248
Commercial real estate28,842(203)410,56739,210
Commercial & industrial58,773(2,611)1,0691,51758,748
Construction29,408——(7,141)22,267
Land - acquisition & development7,016(149)1059287,900
Total commercial loans137,194(2,963)1,17817,964153,373
Consumer loans
Single-family residential28,029(144)38112,25740,523
Construction - custom2,781—1(1,355)1,427
Land - consumer lot loans3,512—58(1,006)2,564
HELOC2,859—41863,049
Consumer2,832(518)647(144)2,817
Total consumer loans40,013(662)1,0919,93850,380
$177,207$(3,625)$2,269$27,902$203,753
1Provision & transfer amounts within the table include the $16,000,000 initial provision related to non-PCD loans acquired during the year and the $7,403,000 PCD ACL amount included in the Merger purchase price allocation but do not reflect a provision recapture from unfunded commitments of $3,000,000.
Twelve Months Ended September 30, 2023Beginning AllowanceCharge-offsRecoveriesProvision &TransfersEnding Allowance
(In thousands)
Commercial loans
Multi-family$12,013$—$—$1,142$13,155
Commercial real estate25,814—1032,925$28,842
Commercial & industrial57,210(45,856)9347,326$58,773
Construction26,161——3,247$29,408
Land - acquisition & development12,278—78(5,340)$7,016
Total commercial loans133,476(45,856)27449,300137,194
Consumer loans
Single-family residential25,518(34)5681,97728,029
Construction - custom3,410——(629)2,781
Land - consumer lot loans5,047—23(1,558)3,512
HELOC2,482—23752,859
Consumer2,875(580)502352,832
Total consumer loans39,332(614)1,09520040,013
$172,808$(46,470)$1,369$49,500$177,207
1Provision & transfer amounts within the table do not reflect a provision recapture from unfunded commitments of $8,000,000.

The Company recorded a provision for credit losses of $17,500,000 in 2024, compared to a provision of $41,500,000 for 2023. In 2024, the provision included the initial reserves for acquired non-PCD loans. The increase in the overall ACL in 2024 was a combination of the provision recorded and the reserve for LBC PCD loans booked in purchase accounting. For the year ended September 30, 2024, net charge-offs were $1,356,000, compared to $45,101,000 in the prior year. A loan is charged-off when the loss is estimable and it is confirmed that the borrower is not expected to be able to meet its contractual obligations.

Non-accrual loans increased to $69,541,000 as of September 30, 2024, from $50,422,000 as of September 30, 2023. Non-performing assets totaled $77,418,000, or 0.28% of total assets, at September 30, 2024, compared to $57,924,000, or 0.26% of total assets, as of September 30, 2023.

As of September 30, 2024, the allowance for loan losses of $203,753,000 is for loans that are evaluated on a pooled basis, which was comprised of $144,848,000 related to the quantitative component and $58,905,000 related to management's qualitative overlays (including the forecast component of the reserve).

The Company has an asset quality review function that analyzes its loan portfolio and reports the results of the review to its Board of Directors on a quarterly basis. The single-family residential, HELOC and consumer portfolios are evaluated based on their performance as a pool of loans, since no single loan is individually significant or judged by its risk rating, size or potential risk of loss. The construction, land, multi-family, commercial real estate and commercial and industrial loans are risk rated on a loan by loan basis to determine the relative risk inherent in specific borrowers or loans. Based on that risk rating, the loans are assigned a grade and classified as described in Note D "Loans Receivable." It is important to note, just because a loan is risk-rated below a "pass" rating, it does not necessarily indicate there will be future charge-offs on that loan. Loans are downgraded because of either borrower specific or industry-wide financial or operating stresses.

The following tables provide the amortized cost of loans receivable based on risk rating categories (as previously defined).

September 30, 2024Internally Assigned Grade
PassSpecial mentionSubstandardDoubtfulLossTotal
(In thousands)
Loan type
Commercial loans
Multi-family$4,476,283$12,377$67,540$—$—$4,556,200
Commercial real estate3,587,68240,297104,176——3,732,155
Commercial & industrial2,107,78021,264203,688——2,332,732
Construction1,392,3323,22128,463——1,424,016
Land - acquisition & development159,919—398——160,317
Total commercial loans11,723,99677,159404,265——12,205,420
Consumer loans
Single-family residential8,258,812—21,488——8,280,300
Construction - custom181,567—848——182,415
Land - consumer lot loans108,060————108,060
HELOC269,261—596——269,857
Consumer73,824—231——74,055
Total consumer loans8,891,524—23,163——8,914,687
Total loans$20,615,520$77,159$427,428$—$—$21,120,107
Total grade as a % of total loans97.6%0.4%2.0%—%—%
September 30, 2023Internally Assigned Grade
PassSpecial mentionSubstandardDoubtfulLossTotal Gross Loans
(In thousands)
Loan type
Commercial loans
Multi-family$2,772,538$90,428$23,628$—$—$2,886,594
Commercial real estate3,207,5964,84797,658——3,310,101
Commercial & industrial2,164,8766,647143,795——2,315,318
Construction1,818,266—20,670——1,838,936
Land - acquisition & development156,390—271——156,661
Total commercial loans10,119,666101,922286,022——10,507,610
Consumer loans
Single-family residential6,370,936—18,054——6,388,990
Construction - custom324,363—88——324,451
Land - consumer lot loans124,588—254——124,842
HELOC237,018—736——237,754
Consumer70,098—12——70,110
Total consumer loans7,127,003—19,144——7,146,147
Total gross loans$17,246,669$101,922$305,166$—$—$17,653,757
Total grade as a % of total gross loans97.7%0.6%1.7%—%—%

The following tables provide information on amortized cost of loans receivable based on borrower payment activity.

September 30, 2024Performing LoansNon-Performing Loans
Amount% of Total LoansAmount% of Total Loans
(In thousands) · (In thousands)
Commercial loans
Multi-family$4,537,45799.6%$18,7430.4%
Commercial real estate3,705,79399.326,3620.7
Commercial & industrial2,332,732100.0——
Construction1,422,89699.91,1200.1
Land - acquisition & development160,243100.074—
Total commercial loans12,159,12199.646,2990.4
Consumer loans
Single-family residential8,258,81299.721,4880.3
Construction - custom181,56799.58480.5
Land - consumer lot loans108,060100.0——
HELOC269,26199.85960.2
Consumer73,74599.63100.4
Total consumer loans8,891,44599.723,2420.3
Total$21,050,56699.7%$69,5410.3%
September 30, 2023Performing LoansNon-Performing Loans
Amount% of Total LoansAmount% of Total Loans
(In thousands) · (In thousands)
Commercial loans
Multi-family$2,881,46799.8%$5,1270.2%
Commercial real estate3,286,66699.323,4350.7
Commercial & industrial2,309,23699.76,0820.3
Construction1,838,936100.0——
Land - acquisition & development156,661100.0——
Total commercial loans10,472,96699.734,6440.3
Consumer loans
Single-family residential6,374,07299.814,9180.2
Construction - custom324,363100.088—
Land - consumer lot loans124,833100.09—
HELOC237,01899.77360.3
Consumer70,083100.027—
Total consumer loans7,130,36999.815,7780.2
Total gross loans$17,603,33599.7%$50,4220.3%

NOTE F -FAIR VALUE MEASUREMENTS

FASB ASC 820, Fair Value Measurement ("ASC 820") defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active exchange markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company has established and documented the process for determining the fair values of its assets and liabilities, where applicable. Fair value is based on quoted market prices, when available, for identical or similar assets or liabilities. In the absence of quoted market prices, fair value is determined using valuation models or third-party appraisals. The following is a description of the valuation methodologies used to measure and report the fair value of financial assets and liabilities on a recurring or nonrecurring basis.

Measured on a Recurring Basis

Available-for-sale investment securities and derivative contracts

Securities available for sale are recorded at fair value on a recurring basis. The fair value of debt securities are priced using model pricing based on the securities' relationship to other benchmark quoted prices as provided by an independent third party, and under GAAP are considered a Level 2 input method. Securities that are traded on active exchanges, including the Company's equity securities, are measured using the closing price in an active market and are considered a Level 1 input method.

Certain loans acquired in the Merger which were designated as held for sale were recorded at fair value to be remeasured on a recurring basis until sold. The fair value of these loans was based on observable market data including dealer quotes and bids from third parties. These were considered a Level 2 input method.

The Company offers interest rate swaps to its variable rate borrowers who want to manage their interest rate risk. At the same time, the Company enters into the opposite trade with a counterparty to offset its interest rate risk. The Company has also entered various forms of fair value hedges and cash flow hedges using interest rate swaps. The fair value of these interest rate swaps are estimated by a third party pricing service using a discounted cash flow technique. These are considered a Level 2 input method.

The following tables present the balance and level in the fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis (with the exception of those measured using the NAV practical expedient).

September 30, 2024
Level 1 · Level 2 · Level 3 · Total
(In thousands)
Available-for-sale securities
U.S. government and agency securities$—$314,204$—$314,204
Asset-backed securities—540,125540,125
Municipal bonds—35,073—35,073
Corporate debt securities—296,282—296,282
Mortgage-backed securities
Agency pass-through certificates—1,387,025—1,387,025
Total Available-for-sale securities—2,572,709—2,572,709
Client swap program hedges—46,758—46,758
Commercial loan hedges—1,595—1,595
Borrowings cash flow hedges—117,271—117,271
Total Financial Assets$—$2,738,333$—$2,738,333
Financial Liabilities
Client swap program hedges$—$47,388$—$47,388
Mortgage loan fair value hedges—667—667
Total Financial Liabilities$—$48,055$—$48,055
September 30, 2023
Level 1Level 2Level 3Total
(In thousands)
Available-for-sale securities
U.S. government and agency securities$—$217,053$—$217,053
Asset-backed securities—588,016—588,016
Municipal bonds—34,662—34,662
Corporate debt securities—242,522—242,522
Mortgage-backed securities
Agency pass-through certificates—912,844—912,844
Total Available-for-sale securities—1,995,097—1,995,097
Client swap program hedges—78,797—78,797
Commercial loan fair value hedges—3,405—3,405
Mortgage loan fair value hedge—46,396—46,396
Borrowings cash flow hedges—184,373—184,373
Total Financial Assets$—$2,308,068$—$2,308,068
Financial Liabilities
Client swap program hedges$—$79,668$—$79,668
Total Financial Liabilities$—$79,668$—$79,668

There were no transfers between, into and/or out of Level 1, 2 or 3 during the year ended September 30, 2024 or September 30, 2023.

Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as collateral dependent loans and real estate owned ("REO"). REO consists principally of properties acquired through foreclosure. From time to time, and on a nonrecurring basis, adjustments using fair value measurements are recorded to reflect increases or decreases based on the discounted cash flows, the current appraisal or estimated value of the collateral or REO property.

When management determines that the fair value of the collateral or the REO requires additional adjustments, either as a result of an updated appraised value or when there is no observable market price, the Company classifies the collateral dependent loan or real estate owned as Level 3. Level 3 assets recorded at fair value on a nonrecurring basis includes loans for which an allowance was established or a partial charge-off was recorded based on the fair value of collateral, as well as real estate owned where the fair value of the property was less than the cost basis.

The following tables present the aggregated balance of assets that were measured at fair value on a nonrecurring basis for the periods presented, and the total gains (losses) resulting from those fair value adjustments during the respective periods. The estimated fair value measurements are shown gross of estimated selling costs.

September 30, 2024 · Twelve Months Ended September 30, 2024
Level 1Level 2Level 3TotalTotal Gains (Losses)
(In thousands)
Loans receivable (1)$—$—$4,345$4,345$(3,225)
Real estate owned (2)——1,4601,460(1,910)
Balance at end of period$—$—$5,805$5,805$(5,135)

(1)The gains (losses) represent re-measurements of collateral-dependent impaired loans.

(2)The gains (losses) represent aggregate write-downs and charge-offs on real estate owned.

September 30, 2023 · Twelve Months Ended September 30, 2023
Level 1Level 2Level 3TotalTotal Gains (Losses)
(In thousands)
Loans receivable (1)$—$—$35,627$35,627$(46,079)
Real estate owned (2)——3,8573,857(181)
Balance at end of period$—$—$39,484$39,484$(46,260)

(1)The gains (losses) represent re-measurements of collateral-dependent impaired loans.

(2)The gains (losses) represent aggregate write-downs and charge-offs on real estate owned.

At September 30, 2024, there was $681,000 in foreclosed residential real estate properties held as REO. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $6,184,000.

Fair Values of Financial Instruments

U. S. GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the statement of financial condition, for which it is practicable to estimate those values. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value estimates presented do not reflect the underlying fair value of the Company. Although management is not aware of any factors that would materially affect the estimated fair value amounts presented below, such amounts have not been comprehensively revalued for purposes of these financial statements since the dates shown, and therefore, estimates of fair value subsequent to those dates may differ significantly from the amounts presented below.

September 30, 2024 · September 30, 2023
LevelCarryingAmountEstimatedFair ValueCarryingAmountEstimatedFair Value
(In thousands)
Financial assets
Cash and cash equivalents1$2,381,102$2,381,102$980,649$980,649
Available-for-sale securities:
U.S. government and agency securities2314,204314,204217,053217,053
Asset-backed securities2540,125540,125588,016588,016
Municipal bonds235,07335,07334,66234,662
Corporate debt securities2296,282296,282242,522242,522
Mortgage-backed securities
Agency pass-through certificates21,387,0251,387,025912,844912,844
Total available-for-sale securities2,572,7092,572,7091,995,0971,995,097
Held-to-maturity securities:
Mortgage-backed securities
Agency pass-through certificates2436,972401,046423,586355,188
Total held-to-maturity securities436,972401,046423,586355,188
Loans receivable320,916,35420,269,05917,476,55016,559,758
FHLB stock295,61795,617126,820126,820
Other assets - client swap program hedges246,75846,75878,79778,797
Other assets - commercial loan fair value hedges21,5951,5953,4053,405
Other assets - mortgage loan fair value hedges2——46,39646,396
Other assets - borrowings cash flow hedges2117,271117,271184,373184,373
Financial liabilities
Time deposits29,556,7859,787,1875,305,0165,232,689
Borrowings23,267,5893,276,1223,650,0003,653,229
Junior subordinated deferrable interest debentures350,71850,240——
Other liabilities - client swap program hedges247,38847,38879,66879,668
Other liabilities - mortgage loan fair value hedges2667667——

The following methods and assumptions were used to estimate the fair value of financial instruments:

Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value.

Available-for-sale securities and held-to-maturity securities – Securities at fair value are primarily priced using model pricing based on the securities' relationship to other benchmark quoted prices as provided by an independent third party and are considered a Level 2 input method. Equity securities which are exchange traded are considered a Level 1 input method.

Loans receivable – Fair values are estimated first by stratifying the portfolios of loans with similar financial characteristics. Loans are segregated by type such as multi-family real estate, residential mortgage, construction, commercial, consumer and land loans. Each loan category is further segmented into fixed- and adjustable-rate interest terms. For residential mortgages and multi-family loans, the bank determined that its best exit price was by securitization. MBS benchmark prices are used as a base price, with further loan level pricing adjustments made based on individual loan characteristics such as FICO score, LTV, Property Type and occupancy. For all other loan categories an estimate of fair value is then calculated based on discounted cash flows using a discount rate offered and observed in the market on similar products, plus an adjustment for liquidity to reflect the non-homogeneous nature of the loans, as well as, an annual loss rate based on historical losses to arrive at an estimated exit price fair value. Fair value for impaired loans is also based on recent appraisals or estimated cash flows discounted using rates commensurate with risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market information and specific borrower information.

FHLB stock – The fair value is based upon the par value of the stock which equates to its carrying value.

Time deposits – The fair value of fixed-maturity time deposits is estimated by discounting the estimated future cash flows using the rates currently offered for deposits with similar remaining maturities.

Borrowings – The fair value of FHLB advances and FRB borrowings is estimated by discounting the estimated future cash flows using rates currently available to the Company for debt with similar remaining maturities.

Junior subordinated deferrable interest debentures - The fair value of junior subordinated debentures is estimated using an income approach valuation technique. The significant unobservable input utilized in the estimation of fair value of these instruments is the credit risk adjusted spread. The credit risk adjusted spread represents the nonperformance risk of the liability, contemplating the inherent risk of the obligation. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants. Due to credit concerns in the capital markets and inactivity in the trust preferred markets that have limited the observability of market spreads, the Company has classified this as a Level 3 fair value measurement.

Interest rate swaps – The Company offers interest rate swaps to its variable rate borrowers who want to manage their interest rate risk. At the same time, the Bank enters into the opposite trade with a counterparty to offset its interest rate risk. The Company also uses interest rate swaps for various fair value hedges and cash flow hedges. The fair value of interest rate swaps are estimated by a third-party pricing service using a discounted cash flow technique.

NOTE G -DERIVATIVES AND HEDGING ACTIVITIES

The following tables present the fair value, notional amount and balance sheet classification of derivative assets and liabilities at September 30, 2024 and September 30, 2023.

September 30, 2024Derivative AssetsDerivative Liabilities
Interest rate contract purposeBalance Sheet LocationNotionalFair ValueBalance Sheet LocationNotionalFair Value
(In thousands) · (In thousands)
Client swap program hedgesOther assets$1,044,512$46,758Other liabilities$1,044,512$47,388
Commercial loan fair value hedgesOther assets37,0421,595Other liabilities——
Mortgage loan fair value hedgesOther assets——Other liabilities2,570,000667
Borrowings cash flow hedgesOther assets900,000117,271Other liabilities——
$1,981,554$165,624$3,614,512$48,055
September 30, 2023Derivative AssetsDerivative Liabilities
Interest rate contract purposeBalance Sheet LocationNotionalFair ValueBalance Sheet LocationNotionalFair Value
(In thousands) · (In thousands)
Client swap program hedgesOther assets$806,744$78,797Other liabilities$806,744$79,668
Commercial loan fair value hedgesOther assets39,6613,405Other liabilities——
Mortgage loan fair value hedgesOther assets670,00046,396Other liabilities——
Borrowings cash flow hedgesOther assets1,000,000184,373Other liabilities——
$2,516,405$312,971$806,744$79,668

The Company enters into interest rate swaps to hedge interest rate risk. These arrangements include hedges of individual fixed rate commercial loans and also hedges of a specified portion of pools of prepayable fixed rate mortgage loans under the "last of layer" method. These relationships qualify as fair value hedges under FASB ASC 815, Derivatives and Hedging("ASC 815"), which provides for offsetting of the recognition of gains and losses of the respective interest rate swap and the hedged items. Gains and losses on interest rate swaps designated in these hedge relationships, along with the offsetting gains and losses on the hedged items attributable to the hedged risk, are recognized in current earnings within the same income statement line item.

Upon electing to apply ASC 815 fair value hedge accounting, the carrying value of the hedged items are adjusted to reflect the cumulative impact of changes in fair value attributable to the hedged risk. The hedge basis adjustment remains with each hedged item until the hedged item is de-recognized from the balance sheet. The following tables presents the impact of fair value hedge accounting on the carrying value of the hedged items at September 30, 2024 and September 30, 2023.

(In thousands)September 30, 2024
Balance sheet line item in which hedged item is recordedCarrying value of hedged itemsCumulative gain (loss) fair value hedge adjustment included in carrying amount of hedged items
Loans receivable (1) (2)$7,287,540$20,005
$7,287,540$20,005

(1) Includes the amortized cost basis of the closed mortgage loan portfolios used to designate the hedging relationships in which the hedged items are the last layer expected to be remaining at the end of the hedging relationships. At September 30, 2024, the amortized cost basis of the closed loan portfolios used in the hedging relationships was $7,252,017,000, the cumulative basis adjustment associated with the hedging relationships was $21,476,000, and the amount of the designated hedged items was $2,570,000,000. During the year, hedge accounting was discontinued on a $300,000,000 last of layer hedge. A basis adjustment of $1,232,211 associated with the terminated portion of the hedge was deferred and is being accreted over the remaining life of the associated pool of loans.

(2) Includes the amortized cost basis of commercial loans designated in fair value hedging relationships. At September 30, 2024, the amortized cost basis of the hedged commercial loans was $35,523,000 and the cumulative basis adjustment associated with the hedging relationships was $(1,471,000).

(In thousands)September 30, 2023
Balance sheet line item in which hedged item is recordedCarrying value of hedged itemsCumulative gain (loss) fair value hedge adjustment included in carrying amount of hedged items
Loans receivable (1) (2)$1,816,870$(48,865)
$1,816,870$(48,865)

(1) Includes the amortized cost basis of the closed mortgage loan portfolios used to designate the hedging relationships in which the hedged items are the last layer expected to be remaining at the end of the hedging relationships. At September 30, 2023, the amortized cost basis of the closed loan portfolios used in the hedging relationships was $1,780,503,000, the cumulative basis adjustment associated with the hedging relationships was $(45,622,000), and the amount of the designated hedged items was $670,000,000.

(2) Includes the amortized cost basis of commercial loans designated in fair value hedging relationships. At September 30, 2023, the amortized cost basis of the hedged commercial loans was $36,367,000 and the cumulative basis adjustment associated with the hedging relationships was $(3,243,000).

The Company has entered into interest rate swaps to convert certain short-term borrowings to fixed rate payments. The primary purpose of these hedges is to mitigate the risk of changes in future cash flows resulting from increasing interest rates. For qualifying cash flow hedges under ASC 815, gains and losses on the interest rate swaps are recorded in accumulated other comprehensive income ("AOCI") and then reclassified into earnings in the same period the hedged cash flows affect earnings and within the same income statement line item as the hedged cash flows. As of September 30, 2024, the maturities for hedges of adjustable rate borrowings ranged from less thanone year tofive years, with the weighted average being 5.1 years.

The following table presents the impact of derivative instruments (cash flow hedges on borrowings) on AOCI for the periods presented.

(In thousands)Twelve Months Ended September 30,
Amount of gain/(loss) recognized in AOCI on derivatives in cash flow hedging relationships20242023
Interest rate contracts:
Pay fixed/receive floating swaps on cash flow hedges of borrowings$(67,102)$4,428
Total pre-tax gain/(loss) recognized in AOCI$(67,102)$4,428

The following table presents the gains/(losses) on derivative instruments in fair value and cash flow accounting hedging relationships under ASC 815 for the period presented.

Twelve Months Ended September 30, 2024 · Twelve Months Ended September 30, 2023
Interest income on loans receivable · Interest expense on FHLB advances · Interest income on loans receivable · Interest expense on FHLB advances
(In thousands) · (In thousands)
Interest income/(expense), including the effects of fair value and cash flow hedges$1,165,849$(178,444)$900,068$(115,488)
Gain/(loss) on fair value hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives$39,223$16,975
Recognized on derivatives(67,785)10,519
Recognized on hedged items67,639(9,775)
Net income/(expense) recognized on fair value hedges$39,077$17,719
Gain/(loss) on cash flow hedging relationships:
Interest rate contracts
Amounts related to interest settlements on derivatives$46,645$38,709
Amount of derivative gain/(loss) reclassified from AOCI into interest income/expense——
Net income/(expense) recognized on cash flow hedges$46,645$38,709

The Company periodically enters into certain interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rate payments, while the Company retains a variable rate loan. Under these agreements, the Company enters into a variable rate loan agreement and a swap agreement with the client. The swap agreement effectively converts the client’s variable rate loan into a fixed rate. The Company enters into a corresponding swap agreement with a third party in order to offset its exposure on the variable and fixed components of the client's swap agreement. The interest rate swaps are derivatives under ASC 815, with changes in fair value recorded in earnings. The net impact to the statement of operations for the year ended September 30, 2024 was an increase in other income of $241,000. The net impact for the year ended September 30, 2023 was a decrease in other income of $870,000. As of September 30, 2024, none of the outstanding notional balance is associated with related party loans.

The following table presents the impact of derivative instruments (client swap program) that are not designated in accounting hedges under ASC 815 for the periods presented.

(In thousands)Twelve Months Ended September 30,
Derivative instrumentsClassification of gain/(loss) recognized in income on derivative instrument20242023
Interest rate contracts:
Pay fixed/receive floating swapOther noninterest income$(45,960)$11,544
Receive fixed/pay floating swapOther noninterest income46,201(12,414)
$241$(870)

NOTE H –REVENUE FROM CONTRACTS WITH CUSTOMERS

Net interest income on financial assets and liabilities is excluded from the scope of ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606")thus a significant majority of our revenues are not subject to the referenced guidance.

Revenue streams that are within the scope of the guidance are presented within noninterest income and are, in general, recognized as revenue at the same time the Company's obligation to the customer is satisfied. Most of the Company's customer contracts that are within the scope of the guidance are cancelable by either party without penalty and are short-term in nature. These sources of revenue include depositor and other consumer and business banking fees, commission income, as well as debit and credit card interchange fees. For fiscal years ended 2024 and 2023, in scope revenue streams represented approximately 3.2% and 3.9% of our total revenues, respectively. As this standard is immaterial to our consolidated financial statements, the Company has omitted certain disclosures in ASC 606, including the disaggregation of revenue table. Sources of noninterest income within the scope of the guidance include the following:

Deposit related and other service charges (recognized in Deposit Fee Income): The Company's deposit accounts are governed by standardized contracts customary in the industry. Revenues are earned at a point in time or over time (monthly) from account maintenance fees and charges for specific transactions such as wire transfers, stop payment orders, overdrafts, debit card replacements, check orders and cashiers' checks. The Company’s performance obligation related to each of these fees is generally satisfied, and the related revenue recognized, at the time the service is provided (point in time or monthly). The Company is principal in each of these contracts.

Debit and credit card interchange fees (recognized in Deposit Fee Income): The Company receives interchange fees from the debit card and credit card payment networks based on transactions involving debit or credit cards issued by the Company, generally measured as a percentage of the underlying transaction. Interchange fees from debit and credit card transactions are recognized as the transaction processing services are provided by the network. The Company acts as an agent in the card payment network arrangement so the interchange fees are recorded net of any expenses paid to the principal (the card payment networks in this case).

Insurance agency commissions (recognized in Other Income): WAFD Insurance Group, Inc. is a wholly-owned subsidiary of the Bank that operates as an insurance agency, selling and marketing property and casualty insurance policies for a small number of high-quality insurance carriers. WAFD Insurance Group, Inc. earns revenue in the form of commissions paid by the insurance carriers for policies that have been sold. In addition to the origination commission, WAFD Insurance Group, Inc. may also receive contingent incentive fees based on the volume of business generated for the insurance carrier and based on policy renewal rates.

NOTE I -INTEREST RECEIVABLE

The following table provides a summary of interest receivable by interest-earning asset type.

September 30, 2024September 30, 2023
(In thousands)
Loans receivable$92,362$77,349
Mortgage-backed securities4,8823,431
Investment securities5,5836,223
$102,827$87,003
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.