WSFS FINANCIAL CORP
For the period ended Jun 30, 2024. Filed Aug 2, 2024.
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Jun 30, 2024 · Filed Aug 2, 2024
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Notes to the Consolidated Financial Statements for the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
(UNAUDITED)
- BASIS OF PRESENTATION
General
These unaudited Consolidated Financial Statements include the accounts of WSFS Financial Corporation (WSFS, and together with its subsidiaries, the Company), and its consolidated subsidiaries. WSFS’ primary subsidiary is Wilmington Savings Fund Society, FSB (WSFS Bank or the Bank). As of June 30, 2024, the other subsidiaries of WSFS include The Bryn Mawr Trust Company of Delaware (BMT-DE), Bryn Mawr Capital Management, LLC (BMCM), WSFS Wealth Management, LLC (Powdermill®), WSFS SPE Services, LLC, and 601 Perkasie, LLC. The Company also hasthree unconsolidated subsidiaries: WSFS Capital Trust III, Royal Bancshares Capital Trust I, and Royal Bancshares Capital Trust II. WSFS Bank hastwo wholly-owned subsidiaries: Beneficial Equipment Finance Corporation (BEFC) and 1832 Holdings, Inc., andone majority-owned subsidiary, NewLane Finance Company (NewLane Finance®).
Overview
Founded in 1832, the Bank is one of the ten oldest bank and trust companies continuously operating under the same name in the United States (U.S.). The Company provides residential and commercial mortgage, commercial and consumer lending services, as well as consumer deposit and treasury management services. The Company's core banking business is commercial lending funded primarily by customer-generated deposits. In addition, the Company offers a variety of wealth management and trust services to individuals, institutions and corporations. The Federal Deposit Insurance Corporation (FDIC) insures the Company's customers’ deposits to their legal maximums. The Company serves its customers primarily from 114 offices located in Pennsylvania(57), Delaware (39), New Jersey(14), Florida (2), Nevada (1) and Virginia(1), its ATM network, website atwww.wsfsbank.com and mobile app. Information on the website is not incorporated by reference into this Quarterly Report on Form 10-Q.
The Company's leasing business is conducted by NewLane Finance®. NewLane Finance® originates small business leases and provides commercial financing to businesses nationwide, targeting various equipment categories including technology, software, office, medical, veterinary and other areas. In addition, NewLane Finance® offers captive insurance through its subsidiary, Prime Protect.
Basis of Presentation
In preparing the unaudited Consolidated Financial Statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Amounts subject to significant estimates include the allowance for credit losses (including loans and leases held for investment, investment securities available-for-sale and held-to-maturity), loans held for sale, lending-related commitments, goodwill, intangible assets, post-retirement benefit obligations, the fair value of financial instruments, and income taxes. Among other effects, changes to these estimates could result in future impairments of investment securities, goodwill and intangible assets, the establishment of additional allowance and lending-related commitment reserves, changes in the fair value of financial instruments, as well as increased post-retirement benefits and income tax expense.
The Company's accounting and reporting policies conform to Generally Accepted Accounting Principles in the U.S. (GAAP), prevailing practices within the banking industry for interim financial information and Rule 10-01 of SEC Regulation S-X (Rule 10-01). Rule 10-01 does not require us to include all information and notes that would be required in audited financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any future quarters or for the year ending December 31, 2024. These unaudited, interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Annual Report on Form 10-K) that was filed with the SEC on February 29, 2024 and is available atwww.sec.gov or on the website atwww.wsfsbank.com. All significant intercompany accounts and transactions were eliminated in consolidation.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES:
The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Company's 2023 Annual Report on Form 10-K. Those significant accounting policies remain unchanged at June 30, 2024.
RECENT ACCOUNTING PRONOUNCEMENTS
The following accounting pronouncements were adopted by the Company during the six months ended June 30, 2024, but did not have a material impact on the unaudited Consolidated Financial Statements.
ASU No. 2023-01, Leases (Topic 842) —Common Control Agreements
ASU No. 2023-02, Investments —Equity Method and Joint Ventures (Topic 323) Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method
There were no other applicable material accounting pronouncements adopted by the Company since December 31, 2023.
Accounting Guidance Pending Adoption as of June 30, 2024
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07): In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Adoption is required retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating this update to determine the impact on the Company’s disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09): In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this update to determine the impact on the Company’s disclosures.
- NONINTEREST INCOME
Credit/debit card and ATM income
The following table presents the components of credit/debit card and ATM income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 |
| Bailment fees | $18,819 | $9,385 | $33,783 | $18,069 |
| Interchange fees | 3,971 | 3,993 | 7,724 | 7,879 |
| Other card and ATM fees | 1,085 | 1,052 | 2,037 | 1,843 |
| Total credit/debit card and ATM income | $23,875 | $14,430 | $43,544 | $27,791 |
Credit/debit card and ATM income is composed of bailment fees, interchange fees, and other card and ATM fees. Bailment fees are earned from bailment arrangements with customers. Bailment arrangements are legal relationships in which property is delivered to another party without a transfer of ownership. The party who transferred the property (the bailor) retains ownership interest of the property. In the event that the bailee files for bankruptcy protection, the property is not included in the bailee's assets. The bailee pays an agreed-upon fee for the use of the bailor's property in exchange for the bailor allowing use of the assets at the bailee's site. Bailment fees are earned from cash that is made available for customers' use at an offsite location, such as cash located in an ATM at a customer's place of business. These fees are typically indexed to a market interest rate. This revenue stream generates fee income through monthly billing for bailment services.
Credit/debit card and ATM income also includes interchange fees. Interchange fees are paid by a merchant's bank to a bank that issued a debit or credit card used in a transaction to compensate the issuing bank for the value and benefit the merchant receives from accepting electronic payments. These revenue streams generate fee income at the time a transaction occurs and are recorded as revenue at the time of the transaction.
Investment management and fiduciary income
The following table presents the components of investment management and fiduciary income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 |
| Trust fees | $26,143 | $21,936 | $48,004 | $42,452 |
| Wealth management and advisory fees | 11,463 | 10,443 | 22,530 | 20,403 |
| Total investment management and fiduciary income | $37,606 | $32,379 | $70,534 | $62,855 |
Investment management and fiduciary income is composed of trust fees and wealth management and advisory fees. Trust fees are based on revenue earned from custody, escrow, trustee and trustee related services on structured finance transactions; indenture trustee, administrative agent and collateral agent services to individuals, institutions and corporations; commercial domicile and independent director services; and investment and trustee services to families and individuals. Most fees are flat fees, except for a portion of personal and corporate trustee fees where the Company earns a percentage on the assets under management or assets held within a trust. This revenue stream primarily generates fee income through monthly, quarterly and annual billings for services provided.
Wealth management and advisory fees consists of fees from Bryn Mawr Trust (excluding BMT-DE), BMCM, Powdermill®, and WSFS Wealth® Investments. Wealth management and advisory fees are based on revenue earned from services including asset management, financial planning, family office, and brokerage. The fees are based on the market value of assets, are assessed as a flat fee, or are brokerage commissions. This revenue stream primarily generates fee income through monthly, quarterly and annual billings for the services.
Deposit service charges
The following table presents the components of deposit service charges:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 |
| Service fees | $4,522 | $4,315 | $8,884 | $8,451 |
| Return and overdraft fees | 1,648 | 1,720 | 3,448 | 3,367 |
| Other deposit service fees | 326 | 242 | 651 | 498 |
| Total deposit service charges | $6,496 | $6,277 | $12,983 | $12,316 |
Deposit service charges includes revenue earned from core deposit products, certificates of deposit, and brokered deposits. The Company generates fee revenues from deposit service charges primarily through service charges and overdraft fees. Service charges consist primarily of monthly account maintenance fees, treasury management fees, foreign ATM fees and other maintenance fees. All of these revenue streams generate fee income through service charges for monthly account maintenance and similar items, transfer fees, late fees, overlimit fees, and stop payment fees. Revenue is recorded at the time of the transaction.
Other income
The following table presents the components of other income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 |
| Managed service fees | $5,861 | $5,216 | $11,447 | $10,015 |
| Currency preparation | 1,924 | 1,342 | 3,599 | 2,624 |
| ATM loss protection | 884 | 647 | 1,743 | 1,295 |
| Capital markets revenue | 3,378 | 1,710 | 6,379 | 4,589 |
| Miscellaneous products and services | 4,728 | 1,616 | 6,010 | 1,259 |
| Total other income | $16,775 | $10,531 | $29,178 | $19,782 |
Other income consists of managed service fees, which are primarily courier fees related to treasury management and are partially offset in noninterest expense, currency preparation, ATM loss protection, capital markets revenue, and other miscellaneous products and services offered by the Bank. These fees are primarily generated through monthly billings or at the time of the transaction. Capital markets revenue consists of fees related to interest rate swaps, risk participation agreements, foreign exchange contracts, letters of credit, and trade finance products and services offered by the Bank.
Arrangements with multiple performance obligations
The Company's contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers.
Practical expedients and exemptions
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.
See Note 14 for further information about the disaggregation of noninterest income by segment.
- EARNINGS PER SHARE
The following table shows the computation of basic and diluted earnings per share:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (Dollars and shares in thousands, except per share data) | 2024 | 2023 | 2024 | 2023 |
| Numerator: | ||||
| Net income attributable to WSFS | $69,273 | $68,678 | $135,034 | $131,082 |
| Denominator: | ||||
| Weighted average basic shares | 59,833 | 61,348 | 60,093 | 61,429 |
| Dilutive potential common shares | 126 | 66 | 144 | 97 |
| Weighted average fully diluted shares | 59,959 | 61,414 | $60,237 | $61,526 |
| Earnings per share: | ||||
| Basic | $1.16 | $1.12 | $2.25 | $2.13 |
| Diluted | $1.16 | $1.12 | $2.24 | $2.13 |
| Outstanding common stock equivalents having no dilutive effect | 3 | 98 | 2 | 22 |
Basic earnings per share is calculated by dividing Net income attributable to WSFS by the weighted-average basic shares outstanding. Diluted earnings per share is calculated by dividing Net income attributable to WSFS by the weighted-average fully diluted shares outstanding, using the treasury stock method. Fully diluted shares include the adjustment for the dilutive effect of common stock awards, which include outstanding stock options and unvested restricted stock units under the 2013 Incentive Plan and the 2018 Incentive Plan and performance stock units under the 2018 Incentive Plan.
- INVESTMENT SECURITIES
Debt Securities
The following tables detail the amortized cost, allowance for credit losses and the estimated fair value of the Company's investments in available-for-sale and held-to-maturity debt securities. None of the Company's investments in debt securities are classified as trading.
| (Dollars in thousands) | Amortized Cost | GrossUnrealized Gain | GrossUnrealized Loss | Allowance for Credit Losses | FairValue |
|---|---|---|---|---|---|
| Available-for-Sale Debt Securities | |||||
| Collateralized mortgage obligation (CMO) | $550,076 | $193 | $100,871 | $— | $449,398 |
| Fannie Mae (FNMA) mortgage-backed securities (MBS) | 3,430,171 | 136 | 558,186 | — | 2,872,121 |
| Freddie Mac (FHLMC) MBS | 122,622 | — | 13,410 | — | 109,212 |
| Ginnie Mae (GNMA) MBS | 47,310 | 1 | 4,062 | — | 43,249 |
| Government-sponsored enterprises (GSE) agency notes | 224,154 | — | 46,221 | — | 177,933 |
| $4,374,333 | $330 | $722,750 | $— | $3,651,913 | |
| Held-to-Maturity Debt Securities(1) | |||||
| FNMA MBS | $853,910 | $— | $106,377 | $— | $747,533 |
| State and political subdivisions | 184,951 | 527 | 3,336 | 7 | 182,135 |
| $1,038,861 | $527 | $109,713 | $7 | $929,668 | |
(1)Held-to-maturity securities transferred from available-for-sale are included in held-to-maturity at fair value basis at the time of transfer. The amortized cost of transferred held-to-maturity securities included net unrealized losses of $110.6 million at June 30, 2024, which are offset in Accumulated other comprehensive loss. At the time of transfer, there was no allowance for credit loss on the available-for-sale securities. Subsequent to transfer, the securities were evaluated for credit loss.
| (Dollars in thousands) | Amortized Cost | GrossUnrealized Gain | GrossUnrealized Loss | Allowance for Credit Losses | FairValue |
|---|---|---|---|---|---|
| Available-for-Sale Debt Securities | |||||
| CMO | $560,952 | $— | $96,333 | $— | $464,619 |
| FNMA MBS | 3,544,762 | 162 | 502,574 | — | 3,042,350 |
| FHLMC MBS | 126,856 | — | 11,324 | — | 115,532 |
| GNMA MBS | 46,333 | 6 | 2,999 | — | 43,340 |
| GSE agency notes | 225,439 | — | 44,743 | — | 180,696 |
| $4,504,342 | $168 | $657,973 | $— | $3,846,537 | |
| Held-to-Maturity Debt Securities(1) | |||||
| FNMA MBS | $872,653 | $— | $74,332 | $— | $798,321 |
| State and political subdivisions | 185,912 | 2,665 | 959 | 8 | 187,610 |
| $1,058,565 | $2,665 | $75,291 | $8 | $985,931 | |
(1)Held-to-maturity securities transferred from available-for-sale are included in held-to-maturity at fair value at the time of transfer. The amortized cost of transferred held-to-maturity securities included net unrealized losses of $120.4 million at December 31, 2023, which are offset in Accumulated other comprehensive loss. At the time of transfer, there was no allowance for credit loss on the available-for-sale securities. Subsequent to transfer, the securities were evaluated for credit loss.
The scheduled maturities of available-for-sale debt securities at June 30, 2024 and December 31, 2023 are presented in the table below:
| Available-for-Sale | ||
|---|---|---|
| Amortized | Fair | |
| (Dollars in thousands) | Cost | Value |
| June 30, 2024 (1) | ||
| Within one year | $17,032 | $16,616 |
| After one year but within five years | 118,845 | 111,923 |
| After five years but within ten years | 520,143 | 435,930 |
| After ten years | 3,718,313 | 3,087,444 |
| $4,374,333 | $3,651,913 | |
| December 31, 2023 (1) | ||
| Within one year | $— | $— |
| After one year but within five years | 86,224 | 82,387 |
| After five years but within ten years | 569,956 | 485,593 |
| After ten years | 3,848,162 | 3,278,557 |
| $4,504,342 | $3,846,537 | |
(1)Actual maturities could differ from contractual maturities.
As of June 30, 2024, the Company’s available-for-sale investment securities consisted of 982 securities,973 of which were in an unrealized loss position.
As of June 30, 2024, substantially all of the Corporation’s available-for-sale investment securities were mortgage-backed securities or collateral mortgage obligations which were issued or guaranteed by U.S. government-sponsored entities and agencies. As of June 30, 2024 and December 31, 2023, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholders’ equity.
The scheduled maturities of held-to-maturity debt securities at June 30, 2024 and December 31, 2023 are presented in the table below:
| Held-to-Maturity | ||
|---|---|---|
| Amortized | Fair | |
| (Dollars in thousands) | Cost | Value |
| June 30, 2024 (1) | ||
| Within one year | $— | $— |
| After one year but within five years | 13,255 | 12,876 |
| After five years but within ten years | 47,748 | 46,336 |
| After ten years | 977,858 | 870,456 |
| $1,038,861 | $929,668 | |
| December 31, 2023 (1) | ||
| Within one year | $— | $— |
| After one year but within five years | 10,932 | 10,856 |
| After five years but within ten years | 46,489 | 46,246 |
| After ten years | 1,001,144 | 928,829 |
| $1,058,565 | $985,931 | |
(1)Actual maturities could differ from contractual maturities.
MBS may have expected maturities that differ from their contractual maturities. These differences arise because issuers may have the right to call securities and borrowers may have the right to prepay obligations with or without prepayment penalty. The estimated weighted average duration of MBS was 5.7 years at June 30, 2024.
The held-to-maturity debt securities are not collateral-dependent securities as these are general obligation bonds issued by cities, states, counties, or other local and foreign governments.
Investment securities with fair market values aggregating $2.9 billion and $3.3 billion were pledged as collateral for investment sweep repurchase agreements, municipal deposits, and other obligations as of June 30, 2024 and December 31, 2023, respectively.
During the six months ended June 30, 2024 and 2023, the Company hadno sales of debt securities categorized as available-for-sale.
As of June 30, 2024 and December 31, 2023, the Company's debt securities portfolio had remaining unamortized premiums of $52.4 million and $56.9 million, respectively, and unaccreted discounts of $19.4 million and $20.9 million, respectively.
For debt securities in an unrealized loss position, the table below shows the gross unrealized losses and fair value by investment category and length of time that individual debt securities were in a continuous unrealized loss position at June 30, 2024.
| Duration of Unrealized Loss Position | ||||||
|---|---|---|---|---|---|---|
| Less than 12 months | 12 months or longer | Total | ||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |
| (Dollars in thousands) | Value | Loss | Value | Loss | Value | Loss |
| Available-for-sale debt securities: | ||||||
| CMO | $— | $— | $439,041 | $100,871 | $439,041 | $100,871 |
| FNMA MBS | 23,249 | 237 | 2,836,351 | 557,949 | 2,859,600 | 558,186 |
| FHLMC MBS | 6 | — | 109,206 | 13,410 | 109,212 | 13,410 |
| GNMA MBS | 2,938 | 96 | 39,086 | 3,966 | 42,024 | 4,062 |
| GSE agency notes | — | — | 177,933 | 46,221 | 177,933 | 46,221 |
| $26,193 | $333 | $3,601,617 | $722,417 | $3,627,810 | $722,750 | |
For debt securities in an unrealized loss position, the table below shows the gross unrealized losses and fair value by investment category and length of time that individual debt securities were in a continuous unrealized loss position at December 31, 2023.
| Duration of Unrealized Loss Position | ||||||
|---|---|---|---|---|---|---|
| Less than 12 months | 12 months or longer | Total | ||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |
| (Dollars in thousands) | Value | Loss | Value | Loss | Value | Loss |
| Available-for-sale debt securities: | ||||||
| CMO | $— | $— | $464,619 | $96,333 | $464,619 | $96,333 |
| FNMA MBS | 9,068 | 125 | 3,026,520 | 502,449 | 3,035,588 | 502,574 |
| FHLMC MBS | — | — | 115,525 | 11,324 | 115,525 | 11,324 |
| GNMA MBS | 10,543 | 217 | 31,681 | 2,782 | 42,224 | 2,999 |
| GSE agency notes | — | — | 180,696 | 44,743 | 180,696 | 44,743 |
| $19,611 | $342 | $3,819,041 | $657,631 | $3,838,652 | $657,973 | |
The Company does not have the intent to sell, nor is it more likely than not it will be required to sell these securities before it is able to recover the amortized cost basis. The unrealized losses are the result of changes in market interest rates subsequent to purchase, not credit loss, as these are highly rated agency securities with no expected credit loss, in the event of a default. As a result, there isno allowance for credit losses recorded for available-for-sale debt securities as of June 30, 2024.
At June 30, 2024 and December 31, 2023, held-to-maturity debt securities had an amortized cost basis of $1.0 billion and $1.1 billion, respectively. The held-to-maturity debt security portfolio primarily consists of mortgage-backed securities which were issued or guaranteed by U.S. government-sponsored entities and agencies and highly rated municipal bonds. The Company monitors credit quality of its non-government and non-agency securities through credit ratings. The following table summarizes the amortized cost of debt securities held-to-maturity as of June 30, 2024, aggregated by credit quality indicator:
| (Dollars in thousands) | FNMA MBS | State and political subdivisions |
|---|---|---|
| A+ rated or higher | $— | $184,951 |
| Not rated | 853,910 | — |
| Ending balance | $853,910 | $184,951 |
The following table summarizes the amortized cost of debt securities held-to-maturity as of December 31, 2023, aggregated by credit quality indicator:
| (Dollars in thousands) | FNMA MBS | State and political subdivisions |
|---|---|---|
| A+ rated or higher | $— | $185,912 |
| Not rated | 872,653 | — |
| Ending balance | $872,653 | $185,912 |
The Company reviewed its held-to-maturity debt securities by major security type for potential credit losses. There was no activity in the allowance for credit losses for FNMA MBS debt securities for the six months ended June 30, 2024 and 2023. The following table presents the activity in the allowance for credit losses for state and political subdivisions debt securities for the three and six months ended June 30, 2024 and 2023:
| Three months ended June 30, | Six months ended June 30, | |||
|---|---|---|---|---|
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 |
| Allowance for credit losses: | ||||
| Beginning balance | $8 | $9 | $8 | $10 |
| Recovery of credit losses | (1) | (1) | (1) | (2) |
| Ending balance | $7 | $8 | $7 | $8 |
Accrued interest receivable of $3.6 million and $3.7 million as of June 30, 2024 and December 31, 2023, respectively, for held-to-maturity debt securities were excluded from the evaluation of allowance for credit losses. There wereno nonaccrual or past due held-to-maturity debt securities as of June 30, 2024 and December 31, 2023.
Equity Investments
The Company had equity investments of $16.8 million and $17.4 million as of June 30, 2024 and December 31, 2023, respectively.
During the three and six months ended June 30, 2024, the Company recognized realized gains of $2.1 million related to our equity investments.
During the three and six months ended June 30, 2023, the Company recognized $0.4 million and $1.7 million, respectively, of net losses related to our equity method investments within Other income on the unaudited Consolidated Statements of Income.
- LOANS AND LEASES
The following table shows the Company's loan and lease portfolio by category:
| (Dollars in thousands) | June 30, 2024 | December 31, 2023 |
|---|---|---|
| Commercial and industrial | $2,639,152 | $2,540,070 |
| Owner-occupied commercial | 1,940,677 | 1,886,087 |
| Commercial mortgages | 4,034,818 | 3,801,180 |
| Construction | 879,217 | 1,035,530 |
| Commercial small business leases | 643,520 | 623,622 |
| Residential(1) | 900,384 | 870,705 |
| Consumer(2) | 2,106,433 | 2,012,134 |
| 13,144,201 | 12,769,328 | |
| Less: | ||
| Allowance for credit losses | 198,253 | 186,126 |
| Net loans and leases | $12,945,948 | $12,583,202 |
(1)Includes reverse mortgages at fair value of $2.8 million at June 30, 2024 and December 31, 2023.
(2) Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.
Accrued interest receivable on loans and leases was $72.7 million and $69.8 million at June 30, 2024 and December 31, 2023, respectively. Accrued interest receivable on loans and leases was excluded from the evaluation of allowance for credit losses.
- ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY INFORMATION
The following tables provide the activity of allowance for credit losses and loan balances for the three and six months ended June 30, 2024 and 2023. The increase was primarily due to the impacts of the economic uncertainty and forecast and net loan growth.
| (Dollars in thousands) | Commercial and Industrial | Owner-occupiedCommercial | CommercialMortgages | Construction | Commercial Small Business Leases | Residential(1) | Consumer(2) | Total |
|---|---|---|---|---|---|---|---|---|
| Allowance for credit losses | ||||||||
| Beginning balance | $55,902 | $10,569 | $36,797 | $10,959 | $15,459 | $5,407 | $57,536 | $192,629 |
| Charge-offs | (1,906) | — | (4,907) | — | (4,888) | (51) | (5,820) | (17,572) |
| Recoveries | 1,736 | 4 | 102 | — | 831 | 43 | 665 | 3,381 |
| Provision | 784 | (905) | 14,839 | (1,761) | 4,816 | (342) | 2,384 | 19,815 |
| Ending balance | $56,516 | $9,668 | $46,831 | $9,198 | $16,218 | $5,057 | $54,765 | $198,253 |
| Allowance for credit losses | ||||||||
| Beginning balance | $49,394 | $10,719 | $36,055 | $10,762 | $15,170 | $5,483 | $58,543 | $186,126 |
| Charge-offs | (2,382) | — | (4,932) | — | (9,740) | (101) | (12,276) | (29,431) |
| Recoveries | 3,502 | 205 | 104 | — | 1,422 | 132 | 1,240 | 6,605 |
| Provision | 6,002 | (1,256) | 15,604 | (1,564) | 9,366 | (457) | 7,258 | 34,953 |
| Ending balance | $56,516 | $9,668 | $46,831 | $9,198 | $16,218 | $5,057 | $54,765 | $198,253 |
| Period-end allowance allocated to: | ||||||||
| Loans evaluated on an individual basis | $8,055 | $— | $— | $— | $— | $— | $— | $8,055 |
| Loans evaluated on a collective basis | 48,461 | 9,668 | 46,831 | 9,198 | 16,218 | 5,057 | 54,765 | 190,198 |
| Ending balance | $56,516 | $9,668 | $46,831 | $9,198 | $16,218 | $5,057 | $54,765 | $198,253 |
| Period-end loan balances: | ||||||||
| Loans evaluated on an individual basis | $39,217 | $4,260 | $8,991 | $3,887 | $— | $8,300 | $2,838 | $67,493 |
| Loans evaluated on a collective basis | 2,599,935 | 1,936,417 | 4,025,827 | 875,330 | 643,520 | 889,273 | 2,103,595 | 13,073,897 |
| Ending balance | $2,639,152 | $1,940,677 | $4,034,818 | $879,217 | $643,520 | $897,573 | $2,106,433 | $13,141,390 |
(1)Period-end loan balance excludes reverse mortgages at fair value of $2.8 million.
(2)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.
| (Dollars in thousands) | Commercial and Industrial | Owner -occupiedCommercial | CommercialMortgages | Construction | Commercial Small Business Leases | Residential(1) | Consumer(2) | Total |
|---|---|---|---|---|---|---|---|---|
| Allowance for credit losses | ||||||||
| Beginning balance | $53,473 | $6,056 | $30,114 | $9,672 | $9,236 | $5,327 | $55,284 | $169,162 |
| Charge-offs | (6,453) | (184) | — | — | (3,906) | (33) | (5,298) | (15,874) |
| Recoveries | 1,814 | 31 | 1 | 1 | 400 | 113 | 390 | 2,750 |
| Provision | 3,566 | 432 | 1,822 | (445) | 4,653 | (364) | 6,167 | 15,831 |
| Ending balance | $52,400 | $6,335 | $31,937 | $9,228 | $10,383 | $5,043 | $56,543 | $171,869 |
| Allowance for loan losses | ||||||||
| Beginning balance | $49,526 | $6,019 | $21,473 | $6,987 | $9,868 | $4,668 | $53,320 | $151,861 |
| Charge-offs | (13,016) | (184) | — | — | (6,805) | (33) | (9,502) | (29,540) |
| Recoveries | 2,515 | 36 | 3 | 531 | 915 | 156 | 549 | 4,705 |
| Provision | 13,375 | 464 | 10,461 | 1,710 | 6,405 | 252 | 12,176 | 44,843 |
| Ending balance | $52,400 | $6,335 | $31,937 | $9,228 | $10,383 | $5,043 | $56,543 | $171,869 |
| Period-end allowance allocated to: | ||||||||
| Loans evaluated on an individual basis | $1,953 | $— | $— | $— | $— | $— | $— | $1,953 |
| Loans evaluated on a collective basis | 50,447 | 6,335 | 31,937 | 9,228 | 10,383 | 5,043 | 56,543 | 169,916 |
| Ending balance | $52,400 | $6,335 | $31,937 | $9,228 | $10,383 | $5,043 | $56,543 | $171,869 |
| Period-end loan balances: | ||||||||
| Loans evaluated on an individual basis | $18,367 | $3,979 | $7,515 | $741 | $— | $6,491 | $2,175 | $39,268 |
| Loans evaluated on a collective basis | 2,605,356 | 1,879,076 | 3,545,285 | 954,483 | 590,063 | 820,259 | 1,903,044 | 12,297,566 |
| Ending balance | $2,623,723 | $1,883,055 | $3,552,800 | $955,224 | $590,063 | $826,750 | $1,905,219 | $12,336,834 |
(1)Period-end loan balance excludes reverse mortgages at fair value of $3.1 million.
(2)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.
The following tables show nonaccrual and past due loans presented at amortized cost at the date indicated:
| (Dollars in thousands) | 30–89 DaysPast Due andStill Accruing | Greater Than90 DaysPast Due andStill Accruing | Total PastDueAnd StillAccruing | AccruingCurrentBalances | Nonaccrual Loans With No Allowance | NonaccrualLoans With An Allowance | TotalLoans |
|---|---|---|---|---|---|---|---|
| Commercial and industrial | $4,456 | $759 | $5,215 | $2,594,707 | $13,411 | $25,819 | $2,639,152 |
| Owner-occupied commercial | 5,196 | — | 5,196 | 1,931,542 | 3,939 | — | 1,940,677 |
| Commercial mortgages | 1,674 | 46 | 1,720 | 4,024,109 | 8,989 | — | 4,034,818 |
| Construction | — | — | — | 875,330 | 3,887 | — | 879,217 |
| Commercial small business leases | 10,206 | 50 | 10,256 | 633,264 | — | — | 643,520 |
| Residential(1) | 4,587 | 8 | 4,595 | 887,892 | 5,086 | — | 897,573 |
| Consumer(2) | 14,040 | 8,935 | 22,975 | 2,080,555 | 2,903 | — | 2,106,433 |
| Total | $40,159 | $9,798 | $49,957 | $13,027,399 | $38,215 | $25,819 | $13,141,390 |
| % of Total Loans | 0.31% | 0.07% | 0.38% | 99.13% | 0.29% | 0.20% | 100% |
(1)Residential accruing current balances excludes reverse mortgages at fair value of $2.8 million.
(2)Includes $11.9 million of delinquent, but still accruing, U.S. government-guaranteed student loans that carry little risk of credit loss.
| (Dollars in thousands) | 30–89 DaysPast Due andStill Accruing | Greater Than90 DaysPast Due andStill Accruing | Total PastDueAnd StillAccruing | AccruingCurrentBalances | Nonaccrual Loans With No Allowance(1) | NonaccrualLoans With An Allowance | TotalLoans |
|---|---|---|---|---|---|---|---|
| Commercial and industrial | $1,630 | $293 | $1,923 | $2,518,934 | $13,645 | $5,568 | $2,540,070 |
| Owner-occupied commercial | 1,786 | 487 | 2,273 | 1,878,952 | 4,862 | — | 1,886,087 |
| Commercial mortgages | 1,190 | — | 1,190 | 3,777,698 | 22,292 | — | 3,801,180 |
| Construction | — | — | — | 1,022,913 | 12,617 | — | 1,035,530 |
| Commercial small business leases | 6,697 | 772 | 7,469 | 616,153 | — | — | 623,622 |
| Residential(2) | 9,261 | — | 9,261 | 856,055 | 2,579 | — | 867,895 |
| Consumer(3) | 15,249 | 10,032 | 25,281 | 1,984,407 | 2,446 | — | 2,012,134 |
| Total | $35,813 | $11,584 | $47,397 | $12,655,112 | $58,441 | $5,568 | $12,766,518 |
| % of Total Loans | 0.28% | 0.09% | 0.37% | 99.13% | 0.46% | 0.04% | 100% |
(1)Excludes nonaccruing loans held-for-sale.
(2)Residential accruing current balances excludes reverse mortgages, at fair value of $2.8 million.
(3)Includes $14.5 million of delinquent, but still accruing, U.S. government-guaranteed student loans that carry little risk of credit loss.
The following table presents the amortized cost basis of nonaccruing collateral-dependent loans by class at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| (Dollars in thousands) | Property | Equipment and other | Property | Equipment and other |
| Commercial and industrial(1) | $30,421 | $8,809 | $17,230 | $1,983 |
| Owner-occupied commercial | 3,939 | — | 4,862 | — |
| Commercial mortgages | 8,989 | — | 22,292 | — |
| Construction | 3,887 | — | 12,617 | — |
| Residential(2) | 5,086 | — | 2,579 | — |
| Consumer(3) | 2,903 | — | 2,446 | — |
| Total | $55,225 | $8,809 | $62,026 | $1,983 |
(1)Excludes nonaccruing loans held-for-sale in 2023.
(3)Includes home equity lines of credit.
As of June 30, 2024, there were 34 residential loans and 14 commercial loans in the process of foreclosure. The total outstanding balance on these loans was $5.4 million and $3.5 million, respectively. As of December 31, 2023, there were 31 residential loans and 9 commercial loans in the process of foreclosure. The total outstanding balance on these loans was $3.2 million and $1.1 million, respectively. Loan workout and other real estate owned (OREO) expenses (recoveries) were $0.3 million and $(0.1) million during the three and six months ended June 30, 2024, respectively, and $0.2 million and $0.3 million during three and six months ended June 30, 2023, respectively. Loan workout and OREO expenses are included in Loan workout and other credit costs on the unaudited Consolidated Statements of Income.
Credit Quality Indicators
Below is a description of each of the risk ratings for all commercial loans:
Pass. These borrowers currently show no indication of deterioration or potential problems and their loans are considered fully collectible.
Special Mention. These borrowers have potential weaknesses that deserve management’s close attention. Borrowers in this category may be experiencing adverse operating trends, for example, declining revenues or margins, high leverage, tight liquidity, or increasing inventory without increasing sales. These adverse trends can have a potential negative effect on the borrower’s repayment capacity. These assets are not adversely classified and do not expose the Bank to significant risk that would warrant a more severe rating. Borrowers in this category may also be experiencing significant management problems, pending litigation, or other structural credit weaknesses.
Substandard or Lower. These borrowers have well-defined weaknesses that require extensive oversight by management. Borrowers in this category may exhibit one or more of the following: inadequate debt service coverage, unprofitable operations, insufficient liquidity, high leverage, and weak or inadequate capitalization. Relationships in this category are not adequately protected by the sound financial worth and paying capacity of the obligor or the collateral pledged on the loan, if any. A distinct possibility exists that the Bank will sustain some loss if the deficiencies are not corrected. In addition, some borrowers in this category could have the added characteristic that the possibility of loss is extremely high. Current circumstances in the credit relationship make collection or liquidation in full highly questionable. Such impending events include: perfecting liens on additional collateral, obtaining collateral valuations, an acquisition or liquidation preceding, proposed merger, or refinancing plan.
Residential and Consumer Loans
The residential and consumer loan portfolios are monitored on an ongoing basis using delinquency information and loan type as credit quality indicators. These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios. Loans that are greater than 90 days past due are generally considered nonperforming and placed on nonaccrual status.
The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses as of June 30, 2024.
| Term Loans Amortized Cost Basis by Origination Year(1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving loans amortized cost basis | Revolving loans converted to term | Total |
| Commercial and industrial: | |||||||||
| Risk Rating | |||||||||
| Pass | $342,046 | $716,383 | $411,996 | $153,043 | $178,489 | $334,222 | $9,499 | $247,094 | $2,392,772 |
| Special mention | 3,088 | 1,519 | 2,857 | — | — | 1,524 | — | 14,892 | 23,880 |
| Substandard or Lower | 52,436 | 47,126 | 54,201 | 6,844 | 5,333 | 42,762 | 29 | 13,769 | 222,500 |
| $397,570 | $765,028 | $469,054 | $159,887 | $183,822 | $378,508 | $9,528 | $275,755 | $2,639,152 | |
| Current-period gross writeoffs | $— | $74 | $134 | $151 | $206 | $1,817 | $— | $— | $2,382 |
| Owner-occupied commercial: | |||||||||
| Risk Rating | |||||||||
| Pass | $148,343 | $327,387 | $217,530 | $238,638 | $177,313 | $454,474 | $— | $210,962 | $1,774,647 |
| Special mention | — | 248 | 20,831 | 1,379 | 25,932 | 21,554 | — | 1,554 | 71,498 |
| Substandard or Lower | 493 | 693 | 20,516 | 10,811 | 5,382 | 44,714 | — | 11,923 | 94,532 |
| $148,836 | $328,328 | $258,877 | $250,828 | $208,627 | $520,742 | $— | $224,439 | $1,940,677 | |
| Current-period gross writeoffs | $— | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial mortgages: | |||||||||
| Risk Rating | |||||||||
| Pass | $276,251 | $779,662 | $568,431 | $446,777 | $415,596 | $969,561 | $— | $434,855 | $3,891,133 |
| Special mention | — | 33,637 | 571 | 4,886 | 1,797 | 2,159 | — | 14,515 | 57,565 |
| Substandard or Lower | 18,306 | 7,249 | 999 | 956 | 25,456 | 32,416 | — | 738 | 86,120 |
| $294,557 | $820,548 | $570,001 | $452,619 | $442,849 | $1,004,136 | $— | $450,108 | $4,034,818 | |
| Current-period gross writeoffs | $— | $25 | $— | $— | $— | $4,907 | $— | $— | $4,932 |
| Construction: | |||||||||
| Risk Rating | |||||||||
| Pass | $191,277 | $322,283 | $193,905 | $25,024 | $89 | $4,438 | $— | $93,264 | $830,280 |
| Special mention | 8,057 | — | 3,313 | — | — | — | — | — | 11,370 |
| Substandard or Lower | 9,128 | 23,706 | — | 4,042 | — | 145 | — | 546 | 37,567 |
| $208,462 | $345,989 | $197,218 | $29,066 | $89 | $4,583 | $— | $93,810 | $879,217 | |
| Current-period gross writeoffs | $— | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial small business leases: | |||||||||
| Risk Rating | |||||||||
| Performing | $137,975 | $225,819 | $156,005 | $78,843 | $26,664 | $18,214 | $— | $— | $643,520 |
| Nonperforming | — | — | — | — | — | — | — | — | — |
| $137,975 | $225,819 | $156,005 | $78,843 | $26,664 | $18,214 | $— | $— | $643,520 | |
| Current-period gross writeoffs | $11 | $2,548 | $3,955 | $2,042 | $846 | $338 | $— | $— | $9,740 |
| Residential(2): | |||||||||
| Risk Rating | |||||||||
| Performing | $67,721 | $185,317 | $65,007 | $95,534 | $56,120 | $419,412 | $— | $— | $889,111 |
| Nonperforming | — | — | 365 | 3,477 | 690 | 3,930 | — | — | 8,462 |
| $67,721 | $185,317 | $65,372 | $99,011 | $56,810 | $423,342 | $— | $— | $897,573 | |
| Current-period gross writeoffs | $— | $— | $— | $— | $— | $101 | $— | $— | $101 |
| Consumer(3): | |||||||||
| Risk Rating | |||||||||
| Performing | $149,512 | $402,536 | $507,860 | $134,878 | $94,424 | $292,334 | $515,249 | $6,802 | $2,103,595 |
| Nonperforming | — | 249 | — | 270 | 352 | 227 | 1,576 | 164 | 2,838 |
| $149,512 | $402,785 | $507,860 | $135,148 | $94,776 | $292,561 | $516,825 | $6,966 | $2,106,433 | |
| Current-period gross writeoffs | $521 | $1,662 | $7,697 | $1,573 | $477 | $346 | $— | $— | $12,276 |
(1)Origination date represents the most recent underwriting of the loan which includes new relationships, renewals and extensions.
(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.
The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses, as of December 31, 2023.
| Term Loans Amortized Cost Basis by Origination Year(1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving loans amortized cost basis | Revolving loans converted to term | Total |
| Commercial and industrial: | |||||||||
| Risk Rating | |||||||||
| Pass | $716,848 | $490,934 | $180,343 | $211,151 | $90,522 | $383,609 | $8,785 | $237,786 | $2,319,978 |
| Special mention | 7,209 | 11,860 | 2,804 | 463 | 735 | 743 | — | 1,649 | 25,463 |
| Substandard or Lower | 72,993 | 54,024 | 5,951 | 10,224 | 22,046 | 17,906 | — | 11,485 | 194,629 |
| $797,050 | $556,818 | $189,098 | $221,838 | $113,303 | $402,258 | $8,785 | $250,920 | $2,540,070 | |
| Current-period gross writeoffs | $— | $568 | $5,214 | $1,747 | $7,567 | $11,557 | $— | $— | $26,653 |
| Owner-occupied commercial: | |||||||||
| Risk Rating | |||||||||
| Pass | $346,908 | $264,895 | $251,262 | $212,365 | $194,153 | $313,801 | $— | $178,150 | $1,761,534 |
| Special mention | 2,885 | 3,115 | 5,419 | 1,105 | 11,002 | 5,559 | — | 1,393 | 30,478 |
| Substandard or Lower | 996 | 18,865 | 11,109 | 6,787 | 8,019 | 35,330 | — | 12,969 | 94,075 |
| $350,789 | $286,875 | $267,790 | $220,257 | $213,174 | $354,690 | $— | $192,512 | $1,886,087 | |
| Current-period gross writeoffs | $— | $— | $— | $— | $184 | $— | $— | $— | $184 |
| Commercial mortgages: | |||||||||
| Risk Rating | |||||||||
| Pass | $847,137 | $464,895 | $526,280 | $465,354 | $486,855 | $619,448 | $— | $290,083 | $3,700,052 |
| Special mention | 20,632 | — | 67 | 1,837 | 10,666 | — | — | — | 33,202 |
| Substandard or Lower | 9,862 | 1,153 | 1,047 | 13,837 | 14,352 | 12,212 | — | 15,463 | 67,926 |
| $877,631 | $466,048 | $527,394 | $481,028 | $511,873 | $631,660 | $— | $305,546 | $3,801,180 | |
| Current-period gross writeoffs | $— | $83 | $— | $217 | $— | $— | $— | $— | $300 |
| Construction: | |||||||||
| Risk Rating | |||||||||
| Pass | $429,055 | $319,958 | $111,333 | $3,030 | $388 | $7,016 | $— | $87,741 | $958,521 |
| Special mention | 28,718 | 19,769 | 8,227 | — | — | — | — | — | 56,714 |
| Substandard or Lower | 5,698 | — | 3,308 | 8,598 | 2,134 | — | — | 557 | 20,295 |
| $463,471 | $339,727 | $122,868 | $11,628 | $2,522 | $7,016 | $— | $88,298 | $1,035,530 | |
| Current-period gross writeoffs | $— | $— | $794 | $— | $— | $— | $— | $— | $794 |
| Commercial small business leases: | |||||||||
| Risk Rating | |||||||||
| Performing | $260,348 | $191,746 | $103,428 | $40,697 | $15,411 | $11,992 | $— | $— | $623,622 |
| Nonperforming | — | — | — | — | — | — | — | — | — |
| $260,348 | $191,746 | $103,428 | $40,697 | $15,411 | $11,992 | $— | $— | $623,622 | |
| Current-period gross writeoffs | $1,528 | $7,250 | $4,447 | $1,454 | $735 | $227 | $— | $— | $15,641 |
| Residential(2): | |||||||||
| Risk Rating | |||||||||
| Performing | $188,644 | $67,358 | $102,982 | $57,273 | $33,499 | $412,099 | $— | $— | $861,855 |
| Nonperforming | — | 170 | 713 | 486 | 1,251 | 3,420 | — | — | 6,040 |
| $188,644 | $67,528 | $103,695 | $57,759 | $34,750 | $415,519 | $— | $— | $867,895 | |
| Current-period gross writeoffs | $33 | $— | $— | $— | $— | $8 | $— | $— | $41 |
| Consumer(3): | |||||||||
| Risk Rating | |||||||||
| Performing | $391,580 | $568,919 | $153,930 | $104,248 | $44,996 | $245,849 | $494,663 | $5,662 | $2,009,847 |
| Nonperforming | — | — | 135 | 352 | 176 | 30 | 1,362 | 232 | 2,287 |
| $391,580 | $568,919 | $154,065 | $104,600 | $45,172 | $245,879 | $496,025 | $5,894 | $2,012,134 | |
| Current-period gross writeoffs | $1,790 | $15,227 | $4,411 | $313 | $198 | $455 | $— | $— | $22,394 |
(1)Origination date represents the most recent underwriting of the loan which includes new relationships, renewals and extensions.
(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.
Troubled Loans
The Company offers loan modifications to commercial and consumer borrowers that may result in a payment delay, interest rate reduction, term extension, principal forgiveness, or combination thereof. Loan modifications are offered on a case-by-case basis and are generally term extension, payment delay, and interest rate reduction modification types. Forbearance (due to hardship) programs result in modification types including payment delay and/or term extension. In addition, certain reorganization bankruptcy judgments may result in interest rate reduction, term extension, or principal forgiveness modification types.
The following tables show the period-end amortized cost basis of troubled loans modified during the three and six months ended June 30, 2024 and 2023, disaggregated by portfolio segment and type of modification granted:
| (Dollars in thousands) | Term Extension | More-Than-Insignificant Payment Delay | Combination- Term Extension and Payment Delay | Total | % of Total Loan Category |
|---|---|---|---|---|---|
| Commercial and industrial | $30,075 | $606 | $92 | $30,773 | 1.17% |
| Owner-occupied commercial | 493 | — | — | 493 | 0.03% |
| Commercial mortgages | 83 | — | — | 83 | —% |
| Construction | 10,620 | — | — | 10,620 | 1.21% |
| Consumer(1) | 256 | 784 | 1,270 | 2,310 | 0.11% |
| Total | $41,527 | $1,390 | $1,362 | $44,279 | 0.34% |
| (Dollars in thousands) | Term Extension | More-Than-Insignificant Payment Delay | Combination- Term Extension and Payment Delay | Total | % of Total Loan Category |
| Commercial and industrial | $61,803 | $955 | $805 | $63,563 | 2.41% |
| Owner-occupied commercial | 493 | — | — | 493 | 0.03% |
| Commercial mortgages | 83 | — | — | 83 | —% |
| Construction | 10,620 | — | — | 10,620 | 1.21% |
| Consumer(1) | 502 | 1,389 | 2,886 | 4,777 | 0.23% |
| Total | $73,501 | $2,344 | $3,691 | $79,536 | 0.61% |
| (Dollars in thousands) | Term Extension | More-Than-Insignificant Payment Delay | Combination- Term Extension and Payment Delay | Combination- Term Extension and Interest Rate Reduction | Combination - Payment Delay and Interest Rate Reduction | Total | % of Total Loan Category |
|---|---|---|---|---|---|---|---|
| Commercial and industrial | $8,819 | $— | $10,164 | $— | $— | $18,983 | 0.72% |
| Owner-occupied commercial | — | — | 1,062 | — | — | 1,062 | 0.06% |
| Commercial mortgages | 9,468 | — | — | — | — | 9,468 | 0.27% |
| Construction | 3,305 | — | — | — | — | 3,305 | 0.35% |
| Consumer(1) | 172 | 720 | 1,967 | — | 75 | 2,934 | 0.15% |
| Total | $21,764 | $720 | $13,193 | $— | $75 | $35,752 | 0.29% |
| (Dollars in thousands) | Term Extension | More-Than-Insignificant Payment Delay | Combination- Term Extension and Payment Delay | Combination- Term Extension and Interest Rate Reduction | Combination - Payment Delay and Interest Rate Reduction | Total | % of Total Loan Category |
| Commercial and industrial(1) | $21,530 | $— | $10,164 | $— | $— | $31,694 | 1.21% |
| Owner-occupied commercial | — | — | 1,062 | 144 | — | 1,206 | 0.06% |
| Commercial mortgages | 9,468 | — | — | — | — | 9,468 | 0.27% |
| Construction | 3,305 | — | — | — | — | 3,305 | 0.35% |
| Consumer(2) | 888 | 871 | 3,344 | 158 | 195 | 5,456 | 0.29% |
| Total | $35,191 | $871 | $14,570 | $302 | $195 | $51,129 | 0.41% |
The following table describes the financial effect of the modifications made to troubled loans during the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||
|---|---|---|---|---|
| Term Extension(1) | More-Than-Insignificant Payment Delay(2) | Term Extension(1) | More-Than-Insignificant Payment Delay(2) | |
| Commercial and industrial | 0.86 | 0.01% | 1.01 | 0.01% |
| Owner-occupied commercial | 0.54 | — | 0.54 | — |
| Commercial mortgages | 0.59 | — | 0.59 | — |
| Construction | 0.60 | — | 0.60 | — |
| Consumer | 0.48 | 0.02 | 0.47 | 0.03 |
| Three Months Ended June 30, 2023 · Six Months Ended June 30, 2023 | |||||
|---|---|---|---|---|---|
| Term Extension(1) | More-Than-Insignificant Payment Delay(2) | Term Extension(1) | Interest Rate Reduction(3) | More-Than-Insignificant Payment Delay(2) | |
| Commercial and industrial | 1.11 | 0.08% | 1.08 | —% | 0.08% |
| Owner-occupied commercial | 1.34 | 0.01 | 1.29 | 2.57 | 0.01 |
| Commercial mortgages | 1.33 | — | 1.33 | — | — |
| Construction | 0.25 | — | 0.25 | — | — |
| Consumer | 0.44 | 0.02 | 4.35 | 2.65 | 0.04 |
(1)Represents the weighted-average increase in the life of modified loans measured in years, which reduces monthly payment amounts for borrowers.
(2)Represents the percentage of loans deferred over the total loan portfolio excluding reverse mortgages at fair value.
(3)Represents the weighted-average decrease in the contractual interest rate on the modified loans.
As of June 30, 2024 and December 31, 2023, the Company had commitments to extend credit of $31.8 million and $18.4 million, respectively, to borrowers experiencing financial difficulty whose terms had been modified.
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
The following table shows the amortized cost of loans that received a modification that had a payment default during the six months ended June 30, 2024 and were modified in the 12 months before default to borrowers experiencing financial difficulty. There wereno loans that received a modification that had a payment default during the three months ended June 30, 2024 and were modified in the 12 months before default to borrowers experiencing financial difficulty. There were $0.9 million of C&I loans that received a term extension modification that had a payment default during the three and six months ended June 30, 2023 and were modified in the 12 months before default to borrowers experiencing financial difficulty.
| Term Extension | More-Than-Insignificant Payment Delay | Total | |
|---|---|---|---|
| Commercial and industrial | $3,870 | $61 | $3,931 |
| Total | $3,870 | $61 | $3,931 |
The Company closely monitors the performance of troubled loans to understand the effectiveness of its modification efforts. The following tables show the performance of loans that have been modified in the last 12 months as of June 30, 2024 and 2023:
| (Dollars in thousands) | 30-89 Days Past Due and Still Accruing | 90+ Days Past Due and Still Accruing | Accruing Current Balances | Nonaccrual Loans | Total |
|---|---|---|---|---|---|
| Commercial and industrial | $— | $— | $83,960 | $13,765 | $97,725 |
| Owner-occupied commercial | — | — | 493 | — | 493 |
| Commercial mortgages | — | — | 15,432 | 83 | 15,515 |
| Construction | — | — | 10,620 | — | 10,620 |
| Residential | — | — | 40 | 165 | 205 |
| Consumer(1) | 1,034 | 339 | 7,054 | 95 | 8,522 |
| Total | $1,034 | $339 | $117,599 | $14,108 | $133,080 |
| 30-89 Days Past Due and Still Accruing | 90+ Days Past Due and Still Accruing | Accruing Current Balances | Nonaccrual Loans | Total | |
|---|---|---|---|---|---|
| Commercial and industrial | $— | $— | $30,301 | $1,393 | $31,694 |
| Owner-occupied commercial | — | — | 1,062 | 144 | 1,206 |
| Commercial mortgages | — | — | 9,468 | — | 9,468 |
| Construction | — | — | 3,305 | — | 3,305 |
| Consumer(1) | 358 | 101 | 4,997 | — | 5,456 |
| Total | $358 | $101 | $49,133 | $1,537 | $51,129 |
- LEASES
As a lessee, the Company enters into leases for its bank branches, corporate offices, and certain equipment. As a lessor, the Company primarily provides financing through its equipment leasing business.
Lessee
The Company's ongoing leases have remaining lease terms of less thanone year to 21 years, which includes renewal options that are exercised at its discretion. The Company's lease terms to calculate the lease liability and right-of-use asset include options to extend the lease when it is reasonably certain that the Company will exercise the option. The lease liability and right-of-use asset is included in Other liabilities and Other assets, respectively, in the unaudited Consolidated Statements of Financial Condition. Leases with an initial term of 12 months or less are not recorded on the unaudited Consolidated Statements of Financial Condition. Lease expense is recognized on a straight-line basis over the lease term. Operating lease expense is included in Occupancy expense in the unaudited Consolidated Statements of Income. The Company accounts for lease components separately from nonlease components. The Company subleases certain real estate to third parties.
The components of operating lease cost were as follows:
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| (Dollars in thousands) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Operating lease cost (1) | $4,452 | $4,723 | $8,424 | $9,516 |
| Sublease income | (29) | (32) | (61) | (81) |
| Net lease cost | $4,423 | $4,691 | $8,363 | $9,435 |
(1)Includes variable lease cost and short-term lease cost.
Supplemental information related to operating leases was as follows:
| (Dollars in thousands) | June 30, 2024 | December 31, 2023 |
|---|---|---|
| Right-of-use assets | $136,669 | $130,601 |
| Lease liabilities | $160,068 | $151,596 |
| Lease term and discount rate | ||
| Weighted average remaining lease term (in years) | 12.91 | 13.01 |
| Weighted average discount rate | 5.25% | 5.20% |
Maturities of operating lease liabilities were as follows:
| (Dollars in thousands) | June 30, 2024 |
|---|---|
| Remaining in 2024 | $9,423 |
| 2025 | 18,690 |
| 2026 | 17,945 |
| 2027 | 16,584 |
| 2028 | 16,601 |
| After 2028 | 145,418 |
| Total lease payments | 224,661 |
| Less: Interest | (64,593) |
| Present value of lease liabilities | $160,068 |
Supplemental cash flow information related to operating leases was as follows:
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| (Dollars in thousands) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | $4,762 | $5,134 | $9,483 | $10,194 |
As of June 30, 2024, the Corporation had not entered into any material leases that have not yet commenced.
Lessor Equipment Leasing
The Company provides equipment and small business lease financing through its leasing subsidiary, NewLane Finance®. Interest income from direct financing leases where the Company is a lessor is recognized in Interest and fees on loans and leases on the unaudited Consolidated Statements of Income. The allowance for credit losses on finance leases is included in Provision for credit losses on the unaudited Consolidated Statements of Income.
The components of direct finance lease income are summarized in the table below:
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| (Dollars in thousands) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 |
| Direct financing leases: | ||||
| Interest income on lease receivable | $15,815 | $13,136 | $30,615 | $25,518 |
| Interest income on deferred fees and costs, net | (1,890) | (1,450) | (3,682) | (2,836) |
| Total direct financing lease net interest income | $13,925 | $11,686 | $26,933 | $22,682 |
Equipment leasing receivables relate to direct financing leases. The composition of the net investment in direct financing leases was as follows:
| (Dollars in thousands) | June 30, 2024 | December 31, 2023 |
|---|---|---|
| Lease receivables | $745,572 | $721,338 |
| Unearned income | (121,401) | (114,341) |
| Deferred fees and costs | 19,349 | 16,625 |
| Net investment in direct financing leases | $643,520 | $623,622 |
- GOODWILL AND INTANGIBLE ASSETS
In accordance with ASC 805, Business Combinations (ASC 805) and ASC 350, Intangibles - Goodwill and Other (ASC 350), all assets acquired and liabilities assumed in purchase acquisitions, including goodwill, indefinite-lived intangibles and other intangibles are recorded at fair value as of acquisition date.
WSFS performs its annual goodwill impairment test on October 1, or more frequently if events and circumstances indicate that the fair value of a reporting unit is less than its carrying value. In between annual tests, management performs a qualitative review of goodwill quarterly as part of the Company's review of the overall business to ensure no events or circumstances have occurred that would impact its goodwill evaluation. During the six months ended June 30, 2024, management determined based on its qualitative assessment that the fair values of our reporting units exceeded their carrying values, andno goodwill impairment existed during the six months ended June 30, 2024.
The following table shows the allocation of goodwill to the reportable operating segments for purposes of goodwill impairment testing:
| (Dollars in thousands) | WSFSBank | WealthManagement | ConsolidatedCompany |
|---|---|---|---|
| December 31, 2023 | $753,586 | $132,312 | $885,898 |
| Goodwill adjustments | — | — | — |
| June 30, 2024 | $753,586 | $132,312 | $885,898 |
ASC 350 requires that an acquired intangible asset be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer’s intent to do so. The following table summarizes the Company's intangible assets:
| (Dollars in thousands) | GrossIntangibleAssets | AccumulatedAmortization | NetIntangibleAssets | Amortization Period |
|---|---|---|---|---|
| Core deposits | $104,751 | $(55,899) | $48,852 | 10 years |
| Customer relationships | 73,880 | (20,871) | 53,009 | 7-15 years |
| Loan servicing rights(1) | 12,905 | (7,383) | 5,522 | 10-25 years |
| Tradename | 2,900 | — | 2,900 | indefinite |
| Total intangible assets | $194,436 | $(84,153) | $110,283 | |
| Core deposits | $104,751 | $(50,754) | $53,997 | 10 years |
| Customer relationships | 73,880 | (18,153) | 55,727 | 7-15 years |
| Loan servicing rights(2) | 12,613 | (6,575) | 6,038 | 10-25 years |
| Tradename | 2,900 | — | 2,900 | indefinite |
| Total intangible assets | $194,144 | $(75,482) | $118,662 |
(1)Includes impairment losses of $0.1 million and $0.2 million for thethree and six months ended June 30, 2024, respectively.
(2)Includes impairment losses of less than $0.1 million for the year ended December 31, 2023.
The Company recognized amortization expense on intangible assets of $3.9 million and $7.9 million for the three and six months ended June 30, 2024, respectively, compared to $3.8 million and $7.7 million for the three and six months ended June 30, 2023, respectively.
The following table presents the estimated future amortization expense on definite life intangible assets:
| (Dollars in thousands) | June 30, 2024 |
|---|---|
| Remaining in 2024 | $8,426 |
| 2025 | 16,583 |
| 2026 | 15,877 |
| 2027 | 15,409 |
| 2028 | 14,582 |
| Thereafter | 36,506 |
| Total | $107,383 |
Servicing Assets
The Company records mortgage servicing rights on its mortgage loan servicing portfolio, which includes mortgages that it acquires or originates as well as mortgages that it services for others, and servicing rights on Small Business Administration (SBA) loans. Mortgage servicing rights and SBA loan servicing rights are included in Goodwill and intangible assets in the accompanying unaudited Consolidated Statements of Financial Condition. Mortgage loans which the Company services for others are not included in Loans and leases, net of allowance in the accompanying unaudited Consolidated Statements of Financial Condition. Servicing rights represent the present value of the future net servicing fees from servicing mortgage loans the Company acquires or originates, or that it services for others.
The value of the Company's mortgage servicing rights was $1.6 million and $1.7 million at June 30, 2024 and December 31, 2023, respectively, and the value of its SBA loan servicing rights was $3.9 million and $4.3 million at June 30, 2024 and December 31, 2023, respectively. Changes in the value of the Company's servicing rights resulted in impairment losses of $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and impairment losses of $0.2 million for the three and six months ended June 30, 2023. Revenues from originating, marketing and servicing mortgage loans as well as valuation adjustments related to capitalized mortgage servicing rights are included in Mortgage banking activities, net in the unaudited Consolidated Statements of Income and revenues from the Company's SBA loan servicing rights are included in Loan and lease fee income in the unaudited Consolidated Statements of Income.
Besides the impairment on loan servicing rights noted above, there wasno impairment of other intangible assets as of June 30, 2024 or December 31, 2023. Changing economic conditions that may adversely affect the Company's performance and could result in impairment, which could adversely affect earnings in the future.
- DEPOSITS
The following table shows deposits by category:
| (Dollars in thousands) · June 30, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Noninterest-bearing: | |||||
| Noninterest demand | $4,782,920 | $4,917,297 | |||
| Total noninterest-bearing | $4,782,920 | $4,917,297 | |||
| Interest-bearing: | |||||
| Interest-bearing demand | $2,811,933 | $2,935,530 | |||
| Savings | 1,537,516 | 1,610,143 | |||
| Money market | 5,174,905 | 5,175,123 | |||
| Customer time deposits | 1,983,807 | 1,784,317 | |||
| Brokered deposits | — | 51,676 | |||
| Total interest-bearing | 11,508,161 | 11,556,789 | |||
| Total deposits | $16,291,081 | $16,474,086 | |||
- INCOME TAXES
There wereno unrecognized tax benefits as of June 30, 2024. The Company records interest and penalties on potential income tax deficiencies as income tax expense. The Company's federal and state tax returns for the 2020 through 2023 tax years are subject to examination as of June 30, 2024. The Company does not expect to record or realize any material unrecognized tax benefits during 2024.
The amortization of the low-income housing credit investments has been reflected as income tax expense of $1.9 million and $1.4 million for the three months ended June 30, 2024 and 2023, respectively, and $3.8 million and $2.7 million for the six months ended June 30, 2024 and 2023, respectively.
The amount of affordable housing tax credits, amortization, and tax benefits recorded as income tax expense for the three months ended were $1.7 million, $1.9 million, and $0.5 million, respectively. The amount of affordable housing tax credits, amortization, and tax benefits recorded as income tax expense for the six months ended June 30, 2024 were $3.4 million, $3.8 million and $1.1 million, respectively. The carrying value of the investment in affordable housing credits is $83.3 million at June 30, 2024, compared to $87.1 million at December 31, 2023 and is included in the Other assets line item on the unaudited Consolidated Statements of Financial Condition.
- FAIR VALUE DISCLOSURES OF FINANCIAL ASSETS AND LIABILITIES
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
ASC 820-10, Fair Value Measurement (ASC 820-10) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.
Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The following tables present financial instruments carried at fair value as of June 30, 2024 and December 31, 2023 by level in the valuation hierarchy (as described above):
| (Dollars in thousands) | QuotedPrices inActiveMarkets forIdenticalAsset(Level 1) | SignificantOtherObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) | Total FairValue |
|---|---|---|---|---|
| Assets measured at fair value on a recurring basis: | ||||
| Available-for-sale securities: | ||||
| CMO | $— | $449,398 | $— | $449,398 |
| FNMA MBS | — | 2,872,121 | — | 2,872,121 |
| FHLMC MBS | — | 109,212 | — | 109,212 |
| GNMA MBS | — | 43,249 | — | 43,249 |
| GSE agency notes | — | 177,933 | — | 177,933 |
| Other assets | — | 175,035 | 43 | 175,078 |
| Total assets measured at fair value on a recurring basis | $— | $3,826,948 | $43 | $3,826,991 |
| Liabilities measured at fair value on a recurring basis: | ||||
| Other liabilities | $— | $160,873 | $8,902 | $169,775 |
| Assets measured at fair value on a nonrecurring basis: | ||||
| Other investments | $— | $— | $14,320 | $14,320 |
| Other real estate owned | — | — | 1,342 | 1,342 |
| Loans held for sale | — | 54,608 | — | 54,608 |
| Total assets measured at fair value on a nonrecurring basis | $— | $54,608 | $15,662 | $70,270 |
| (Dollars in thousands) | QuotedPrices inActiveMarkets forIdenticalAsset(Level 1) | SignificantOtherObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) | Total FairValue |
|---|---|---|---|---|
| Assets measured at fair value on a recurring basis: | ||||
| Available-for-sale securities: | ||||
| CMO | $— | $464,619 | $— | $464,619 |
| FNMA MBS | — | 3,042,350 | — | 3,042,350 |
| FHLMC MBS | — | 115,532 | — | 115,532 |
| GNMA MBS | — | 43,340 | — | 43,340 |
| GSE agency notes | — | 180,696 | — | 180,696 |
| Other assets | — | 153,569 | 78 | 153,647 |
| Total assets measured at fair value on a recurring basis | $— | $4,000,106 | $78 | $4,000,184 |
| Liabilities measured at fair value on a recurring basis: | ||||
| Other liabilities | $— | $137,616 | $14,026 | $151,642 |
| Assets measured at fair value on a nonrecurring basis | ||||
| Other investments | $— | $— | $15,206 | $15,206 |
| Other real estate owned | — | — | 1,569 | 1,569 |
| Loans held for sale | — | 29,268 | — | 29,268 |
| Total assets measured at fair value on a nonrecurring basis | $— | $29,268 | $16,775 | $46,043 |
Fair value is based on quoted market prices, where available. If such quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include unobservable parameters. The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Available-for-sale securities
Securities classified as available-for-sale are reported at fair value using Level 2 inputs. The Company believes that this Level 2 designation is appropriate under ASC 820-10, as these securities are GSEs and GNMA securities with almost all fixed income securities, none are exchange traded, and all are priced by correlation to observed market data. For these securities the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors.
Other investments
Other investments includes equity investments without readily determinable fair values, which are categorized as Level 3. The Company’s equity investments without readily determinable fair values are held at cost, and are adjusted for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer during the reporting period.
Other real estate owned
Other real estate owned consists of loan collateral which has been repossessed through foreclosure or other measures. Initially, foreclosed assets are recorded at the fair value of the collateral less estimated selling costs. Subsequent to foreclosure, valuations are updated periodically and the assets may be marked down further, reflecting a new cost basis. The fair value of other real estate owned was estimated using Level 3 inputs based on appraisals obtained from third parties.
Loans held for sale
The fair value of loans held for sale is based on estimates using Level 2 inputs. These inputs are based on pricing information obtained from wholesale mortgage banks and brokers and applied to loans with similar interest rates and maturities.
Other assets
Other assets include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, foreign exchange forward contracts, and risk participation agreements. Valuation of interest rate products is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in Loans held for sale. Valuation of foreign exchange forward contracts and risk participation agreements are obtained from an independent pricing service.
Other liabilities
Other liabilities include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, foreign exchange forward contracts, risk participation agreements, and derivative related to the sale of certain Visa Class B common shares. Valuation of interest rate products is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in Loans held for sale. Valuation of foreign exchange forward contracts and risk participation agreements are obtained from an independent pricing service. Valuation of the derivative related to the sale of certain Visa Class B common shares is based on: (i) the agreed upon graduated fee structure; (ii) the length of time until the resolution of the Visa covered litigation; and (iii) the estimated impact of dilution in the conversion ratio of Class B shares resulting from changes in the Visa covered litigation.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The reported fair values of financial instruments are based on a variety of factors. In certain cases, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions regarding the amount and timing of estimated future cash flows that are discounted to reflect current market rates and varying degrees of risk. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of period-end or that will be realized in the future.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash, cash equivalents, and restricted cash
For cash and short-term investment securities, including due from banks, federal funds sold or purchased under agreements to resell and interest-bearing deposits with other banks, the carrying amount is a reasonable estimate of fair value.
Investment securities
Investment securities include debt securities classified as held-to-maturity or available-for-sale. Fair value is estimated using quoted prices for similar securities, which the Company obtains from a third party vendor. The Company uses one of the largest providers of securities pricing to the industry and management periodically assesses the inputs used by this vendor to price the various types of securities owned by the Company to validate the vendor’s methodology as described above in available-for-sale securities.
Other investments
Other investments includes equity investments without readily determinable fair values (see discussion in “Fair Value of Financial Assets and Liabilities” section above) as well as equity method investments.
Loans held for sale
Loans held for sale are carried at their fair value (see discussion in “Fair Value of Financial Assets and Liabilities” section above).
Loans and leases
Loans and leases are segregated by portfolio segments with similar financial characteristics. The fair values of loans and leases, with the exception of reverse mortgages, are estimated by discounting expected cash flows using the current rates at which similar loans would be made to borrowers with comparable credit ratings and for similar remaining maturities. The fair values of reverse mortgages are based on the net present value of the expected cash flows using a discount rate specific to the reverse mortgages portfolio. The fair value of nonperforming loans is based on recent external appraisals of the underlying collateral, if the loan is collateral dependent. Estimated cash flows, discounted using a rate commensurate with current rates and the risk associated with the estimated cash flows, are used if appraisals are not available. This technique does contemplate an exit price.
Stock in the Federal Home Loan Bank (FHLB) of Pittsburgh
The fair value of FHLB stock is assumed to be equal to its cost basis, since the stock is non-marketable but redeemable at its par value.
Accrued interest receivable
The carrying amounts of interest receivable approximate fair value.
Other assets
Other assets include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, foreign exchange forward contracts, and risk participation agreements (see discussion in “Fair Value of Financial Assets and Liabilities” section above).
Deposits
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, money market and interest-bearing demand deposits, is assumed to be equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using rates currently offered for deposits with comparable remaining maturities.
Borrowed funds
Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
Off-balance sheet instruments
The fair value of off-balance sheet instruments, including swap guarantees of $6.5 million at June 30, 2024 and $7.3 million at December 31, 2023, respectively, and standby letters of credit, approximates the recorded net deferred fee amounts. Because letters of credit are generally not assignable by either the Company or the borrower, they only have value to the Company and the borrower. In determining the fair value of the swap guarantees, the Company assesses the underlying credit risk exposure for each borrower in a paying position to the third-party financial institution.
Accrued interest payable
The carrying amounts of interest payable approximate fair value.
Other liabilities
Other liabilities include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, foreign exchange forward contracts, risk participation agreements, and derivative related to the sale of certain Visa Class B common shares (see discussion in “Fair Value of Financial Assets and Liabilities” section above).
Financial instruments measured at fair value using significant unobservable inputs (Level 3)
The following tables provide a description of the valuation techniques and significant unobservable inputs for the Company's financial instruments classified as Level 3 as of June 30, 2024 and December 31, 2023:
| (Dollars in thousands) | June 30, 2024 | |||
|---|---|---|---|---|
| Financial Instrument | Fair Value | Valuation Technique(s) | Unobservable Input | Range(Weighted Average) |
| Other investments | $14,320 | Observed market comparable transactions | Period of observed transactions | December 2023 |
| Other real estate owned | 1,342 | Fair market value of collateral | Costs to sell | 10.0%-20.0% (19.3%) |
| Other assets (Risk participation agreements purchased) | 43 | Credit Valuation Adjustment | CDS Spread and Loss Given Default (LGD) | CDS spread: 110 - 360 bps (191 bps)LGD: –% - 30% (30%) |
| Other liabilities (Risk participation agreements sold) | 2 | Credit Valuation Adjustment | CDS Spread and Loss Given Default (LGD) | CDS spread: 1 - 250 bps (82 bps)LGD: –% - 30% (30%) |
| Other liabilities (Financial derivative related to sales of certain Visa Class B shares) | 8,900 | Discounted cash flow | Timing of Visa litigation resolution | 3.00 years or 2Q 2027 |
| (Dollars in thousands) | December 31, 2023 | |||
|---|---|---|---|---|
| Financial Instrument | Fair Value | Valuation Technique(s) | Unobservable Input | Range(Weighted Average) |
| Other investments | $15,206 | Observed market comparable transactions | Period of observed transactions | December 2023 |
| Other real estate owned | 1,569 | Fair market value of collateral | Costs to sell | 10.0% - 20.0% (18.1%) |
| Other assets (Risk participation agreements purchased) | 78 | Credit Valuation Adjustment | CDS Spread and Loss Given Default (LGD) | CDS spread: 110 - 360 bps (195 bps)LGD: –% - 30% (30%) |
| Other liabilities (Risk participation agreements sold) | 3 | Credit Valuation Adjustment | CDS Spread and Loss Given Default (LGD) | CDS spread: 1 - 250 bps (95 bps)LGD: 30% |
| Other liabilities (Financial derivative related to sales of certain Visa Class B shares) | 14,023 | Discounted cash flow | Timing of Visa litigation resolution | 1.00 - 4.75 years (3.06 years or 4Q 2025) |
The book value and estimated fair value of the Company's financial instruments are as follows:
| June 30, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | Fair ValueMeasurement | Book Value | Fair Value | Book Value | Fair Value |
| Financial assets: | |||||
| Cash, cash equivalents, and restricted cash | Level 1 | $1,021,716 | $1,021,716 | $1,092,900 | $1,092,900 |
| Investment securities available-for-sale | Level 2 | 3,651,913 | 3,651,913 | 3,846,537 | 3,846,537 |
| Investment securities held-to-maturity, net | Level 2 | 1,038,854 | 929,668 | 1,058,557 | 985,931 |
| Other investments | Level 3 | 16,778 | 16,778 | 17,434 | 17,434 |
| Loans, held for sale | Level 2 | 54,608 | 54,608 | 29,268 | 29,268 |
| Loans and leases, net(1) | Level 3 | 12,945,948 | 12,887,446 | 12,583,202 | 12,514,431 |
| Stock in FHLB of Pittsburgh | Level 2 | 16,638 | 16,638 | 15,398 | 15,398 |
| Accrued interest receivable | Level 2 | 88,878 | 88,878 | 85,979 | 85,979 |
| Other assets | Levels 2, 3 | 175,078 | 175,078 | 153,647 | 153,647 |
| Financial liabilities: | |||||
| Deposits | Level 2 | $16,291,081 | $16,175,575 | $16,474,086 | $16,449,198 |
| Borrowed funds | Level 2 | 1,142,255 | 1,134,269 | 895,076 | 912,760 |
| Standby letters of credit | Level 3 | 754 | 754 | 814 | 814 |
| Accrued interest payable | Level 2 | 56,684 | 56,684 | 46,684 | 46,684 |
| Other liabilities | Levels 2, 3 | 169,775 | 169,775 | 151,642 | 151,642 |
(1) Includes reverse mortgage loans.
At June 30, 2024 and December 31, 2023 the Company hadno commitments to extend credit measured at fair value.
- DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both economic conditions and its business operations. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions. The Company does not use derivative financial instruments for trading purposes.
Fair Values of Derivative Instruments
The table below presents the fair value of derivative financial instruments as well as their location on the unaudited Consolidated Statements of Financial Condition as of June 30, 2024.
| Fair Values of Derivative Instruments | ||||
|---|---|---|---|---|
| (Dollars in thousands) | Count | Notional | Balance Sheet Location | Derivatives(Fair Value) |
| Derivatives designated as hedging instruments: | ||||
| Interest rate swaps | 15 | $1,200,000 | Other assets | $13,141 |
| Total | $1,200,000 | $13,141 | ||
| Derivatives not designated as hedging instruments: | ||||
| Interest rate swaps | $2,710,817 | Other assets | $159,901 | |
| Interest rate swaps | 2,701,548 | Other liabilities | (159,901) | |
| Interest rate lock commitments with customers | 55,558 | Other assets | 906 | |
| Interest rate lock commitments with customers | 145 | Other liabilities | (2) | |
| Forward sale commitments | 23,750 | Other assets | 80 | |
| Forward sale commitments | 39,898 | Other liabilities | (97) | |
| FX forwards | 30,543 | Other assets | 1,007 | |
| FX forwards | 20,470 | Other liabilities | (873) | |
| Risk participation agreements sold | 102,374 | Other liabilities | (2) | |
| Risk participation agreements purchased | 86,730 | Other assets | 43 | |
| Financial derivatives related tosales of certain Visa Class B shares | 73,811 | Other liabilities | (8,900) | |
| Total derivatives | $7,045,644 | $5,303 | ||
The table below presents the fair value of derivative financial instruments as well as their location on the unaudited Consolidated Statements of Financial Condition as of December 31, 2023.
| Fair Values of Derivative Instruments | ||||
|---|---|---|---|---|
| (Dollars in thousands) | Count | Notional | Balance Sheet Location | Derivatives(Fair Value) |
| Derivatives designated as hedging instruments: | ||||
| Interest rate swaps | 9 | $750,000 | Other assets | $15,578 |
| Total | $750,000 | $15,578 | ||
| Derivatives not designated as hedging instruments: | ||||
| Interest rate swaps | $2,428,306 | Other assets | $136,924 | |
| Interest rate swaps | 2,383,443 | Other liabilities | (136,924) | |
| Interest rate lock commitments with customers | 34,651 | Other assets | 637 | |
| Forward sale commitments | 1,000 | Other assets | 1 | |
| Forward sale commitments | 37,348 | Other liabilities | (283) | |
| FX forwards | 15,812 | Other assets | 429 | |
| FX forwards | 13,064 | Other liabilities | (409) | |
| Risk participation agreements sold | 103,648 | Other liabilities | (3) | |
| Risk participation agreements purchased | 116,804 | Other assets | 78 | |
| Financial derivatives related tosales of certain Visa Class B shares | 113,177 | Other liabilities | (14,023) | |
| Total derivatives | $5,997,253 | $2,005 | ||
Effect of Derivative Instruments on the Income Statement
The table below presents the effect of the derivative financial instruments on the unaudited Consolidated Statements of Income for the three and six months ended June 30, 2024 and June 30, 2023.
| Amount of Loss Recognized in OCI on Derivative (Effective Portion) · Amount of Loss Recognized in OCI on Derivative (Effective Portion) · Location of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · Three Months Ended June 30, · Six Months Ended June 30, | |||||||
| Derivatives in Cash Flow Hedging Relationships · 2024 · 2023 · 2024 · 2023 | |||||||
| Interest rate options | $(587) | $(1,475) | $(7,020) | $(1,143) | Interest income | ||
| Total | $(587) | $(1,475) | $(7,020) | $(1,143) | |||
| Amount of Gain (Loss) Recognized in Income · Amount of Gain (Loss) Recognized in Income · Location of Gain (Loss) Recognized in Income | |||||||
| (Dollars in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||
| Derivatives not designated as hedging instruments | 2024 | 2023 | 2024 | 2023 | |||
| Interest rate swaps and options | $2,719 | $1,531 | $5,154 | $3,971 | Other income | ||
| Interest rate lock commitments with customers | 4 | (134) | 256 | 287 | Mortgage banking activities, net | ||
| Forward sale commitments | 130 | 213 | 244 | $66 | Mortgage banking activities, net | ||
| FX forwards | 121 | 13 | 280 | 28 | Other income | ||
| Risk participation agreements | (1) | (17) | (35) | (14) | Other income | ||
| Total | $2,973 | $1,606 | $5,899 | $4,338 | |||
Derivatives Designated as Hedging Instruments:
Cash Flow Hedges of Interest Rate Risk
The Company's objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate options, including floors, caps, collars, or swaps as part of its interest rate risk management strategy. Interest rate options designated as cash flow hedges involve the receipt of fixed amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount.
The Company has agreements with certain derivative counterparties that contain a provision under which, if it defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where if it fails to maintain its status as a well-capitalized or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.
As of June 30, 2024, the Company had 15 interest rate floors purchased at an aggregate premium of $23.4 million with an aggregate notional amount of $1.2 billion to hedge variable cash flows associated with a variable rate loan pool through the second quarter of 2027. Changes to the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecast transaction affects earnings. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of June 30, 2024, the Company determined the cash flow hedges remain highly effective. During the three and six months ended June 30, 2024, $1.0 million and $1.9 million, respectively, of amortization expense on the premium was reclassified into interest income compared to $0.1 million and $0.2 million during the three and six months ended June 30, 2023, respectively. The Company does not expect any unrealized gains or losses related to cash flow hedges to be reclassified into earnings in the next twelve months.
Derivatives Not Designated as Hedging Instruments:
Customer Derivatives – Interest Rate Swaps
The Company enters into interest rate swaps with commercial loan customers wishing to manage interest rate risk. The Company then enters into corresponding swap agreements with swap dealer counterparties to economically hedge the exposure arising from these contracts. The interest rate swaps with both the customers and third parties are not designated as hedges under ASC 815, Derivatives and Hedging(ASC 815) and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC 820. As of June 30, 2024, there were no fair value adjustments related to credit quality.
Derivative Financial Instruments from Mortgage Banking Activities
Derivative financial instruments related to mortgage banking activities are recorded at fair value and are not designated as accounting hedges. This includes commitments to originate certain fixed-rate residential mortgage loans to customers, also referred to as interest rate lock commitments. The Company may also enter into forward sale commitments to sell loans to investors at a fixed price at a future date and trade asset-backed securities to mitigate interest rate risk.
Foreign Exchange Forward Contracts
The Company enters into foreign exchange forward contracts (FX forwards) with customers to exchange one currency for another on an agreed date in the future at an agreed exchange rate. The Corporation then enters into corresponding FX forwards with swap dealer counterparties to economically hedge its exposure on the exchange rate component of the customer agreements. The FX forwards with both the customers and third parties are not designated as hedges under ASC 815 and are marked to market through earnings. Exposure to gains and losses on these contracts increase or decrease over their respective lives as currency exchange and interest rates fluctuate. As the FX forwards are structured to offset each other, changes to the underlying term structure of currency exchange rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC 820. As of June 30, 2024, there were no fair value adjustments related to credit quality.
Risk Participation Agreements
The Company may enter into a risk participation agreement (RPA) with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as an “RPA sold.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation may purchase an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA purchased.”
Swap Guarantees
The Company entered into agreements withone unrelated financial institution whereby that financial institution entered into interest rate derivative contracts (interest rate swap transactions) directly with customers referred to them by the Company. Under the terms of the agreements, the financial institution has recourse to us for any exposure created under each swap transaction, only in the event that the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. This is a customary arrangement that allows us to provide access to interest rate swap transactions for our customers without creating the swap ourselves. These swap guarantees are accounted for as credit derivatives.
At June 30, 2024 and December 31, 2023, there were 175 and 188 variable-rate to fixed-rate swap transactions between the third-party financial institutions and the Company's customers, respectively. The initial notional aggregate amount was approximately $0.7 billion at June 30, 2024 and December 31, 2023. At June 30, 2024, the swap transactions remaining maturities ranged from under 1 year to 11 years. At June 30, 2024, none of these customer swaps were in a paying position to third parties, with our swap guarantees having a fair value of $6.5 million. At December 31, 2023, none of these customer swaps were in a paying position to third parties, with the Company's swap guarantees having a fair value of $7.3 million. However, for both periods, none of the Company's customers were in default of the swap agreements.
Credit-risk-related Contingent Features
The Company has agreements with certain derivative counterparties that contain a provision under which, if it defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
The Company has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted collateral of $2.3 million in cash against its obligations under these agreements which meets or exceeds the minimum collateral posting requirements. If the Company had breached any of these provisions at June 30, 2024, it could have been required to settle its obligations under the agreements at the termination value.
- SEGMENT INFORMATION
As defined in ASC 280, Segment Reporting (ASC 280), an operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company evaluates performance based on pretax net income relative to resources used, and allocate resources based on these results. The accounting policies applicable to the Company's segments are those that apply to its preparation of the accompanying unaudited Consolidated Financial Statements. Based on these criteria, the Company has identified three segments: WSFS Bank, Cash Connect®, and Wealth Management.
The WSFS Bank segment provides financial products to commercial and consumer customers. Commercial and Consumer Banking, Commercial Real Estate Lending and other banking business units are operating departments of WSFS Bank. These departments share the same regulators, the same market, many of the same customers and provide similar products and services through the general infrastructure of the Bank. Accordingly, these departments are not considered discrete segments and are appropriately aggregated in the WSFS Bank segment.
The Company's Cash Connect® segment provides ATM vault cash, smart safe and other cash logistics services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. Cash Connect® services non-bank and WSFS-branded ATMs and smart safes nationwide. The balance sheet category Cash in non-owned ATMs includes cash from which fee income is earned through bailment arrangements with customers of Cash Connect®.
The Wealth Management segment provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate, and institutional clients. Bryn Mawr Trust® is our predominant Private Wealth Management brand, providing advisory, investment management and trustee services to institutions, affluent and high-net-worth individuals. Private Wealth Management, which includes Private Banking, serves high-net-worth clients and institutions by providing trustee and advisory services, financial planning, customized investment strategies, brokerage products such as annuities and customized banking services including credit and deposit products tailored to its clientele. Private Wealth Management includes businesses that operate under the bank’s charter, through a broker/dealer and as a registered investment advisor (RIA). It generates revenue through fee-only arrangements, net interest income and other fee-only services such as estate administration, trust tax planning and custody. Powdermill® is a multi-family office specializing in providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach.
The Bryn Mawr Trust Company of Delaware provides personal trust and fiduciary services to families and individuals across the U.S. and internationally. WSFS Institutional Services® provides trustee, agency, bankruptcy administration, custodial and commercial domicile services to institutional, corporate clients and special purpose vehicles.
The following tables show segment results for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | WSFS Bank | CashConnect® | WealthManagement | Total | WSFS Bank | CashConnect® | WealthManagement | Total |
| Statements of Income | ||||||||
| External customer revenues: | ||||||||
| Interest income | $259,387 | $— | $5,850 | $265,237 | $236,405 | $— | $5,364 | $241,769 |
| Noninterest income | 22,640 | 31,000 | 37,958 | 91,598 | 14,089 | 19,992 | 32,790 | 66,871 |
| Total external customer revenues | 282,027 | 31,000 | 43,808 | 356,835 | 250,494 | 19,992 | 38,154 | 308,640 |
| Inter-segment revenues: | ||||||||
| Interest income | 7,979 | 386 | 27,321 | 35,686 | 6,725 | 323 | 24,948 | 31,996 |
| Noninterest income | 8,488 | 478 | 264 | 9,230 | 7,261 | 495 | 94 | 7,850 |
| Total inter-segment revenues | 16,467 | 864 | 27,585 | 44,916 | 13,986 | 818 | 25,042 | 39,846 |
| Total revenue | 298,494 | 31,864 | 71,393 | 401,751 | 264,480 | 20,810 | 63,196 | 348,486 |
| External customer expenses: | ||||||||
| Interest expense | 79,681 | — | 11,107 | 90,788 | 53,962 | — | 5,965 | 59,927 |
| Noninterest expenses | 110,637 | 23,942 | 21,189 | 155,768 | 108,147 | 14,538 | 18,568 | 141,253 |
| Provision for credit losses | 19,800 | — | 14 | 19,814 | 16,328 | — | (498) | 15,830 |
| Total external customer expenses | 210,118 | 23,942 | 32,310 | 266,370 | 178,437 | 14,538 | 24,035 | 217,010 |
| Inter-segment expenses: | ||||||||
| Interest expense | 27,707 | 4,294 | 3,685 | 35,686 | 25,271 | 3,851 | 2,874 | 31,996 |
| Noninterest expenses | 742 | 1,650 | 6,838 | 9,230 | 589 | 1,484 | 5,777 | 7,850 |
| Total inter-segment expenses | 28,449 | 5,944 | 10,523 | 44,916 | 25,860 | 5,335 | 8,651 | 39,846 |
| Total expenses | 238,567 | 29,886 | 42,833 | 311,286 | 204,297 | 19,873 | 32,686 | 256,856 |
| Income before taxes | $59,927 | $1,978 | $28,560 | $90,465 | $60,183 | $937 | $30,510 | $91,630 |
| Income tax provision | 21,257 | 23,035 | ||||||
| Consolidated net income | 69,208 | 68,595 | ||||||
| Net (loss) income attributable to noncontrolling interest | (65) | (83) | ||||||
| Net income attributable to WSFS | $69,273 | $68,678 | ||||||
| Supplemental Information | ||||||||
| Capital expenditures for the period ended | $2,173 | $123 | $428 | $2,724 | $956 | $— | $— | $956 |
| Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | WSFS Bank | CashConnect® | WealthManagement | Total | WSFS Bank | CashConnect® | WealthManagement | Total |
| Statements of Income | ||||||||
| External customer revenues: | ||||||||
| Interest income | $515,520 | $— | $11,339 | $526,859 | $457,690 | $— | $10,462 | $468,152 |
| Noninterest income | 38,860 | 57,350 | 71,245 | 167,455 | 28,239 | 38,171 | 63,588 | 129,998 |
| Total external customer revenues | 554,380 | 57,350 | 82,584 | 694,314 | 485,929 | 38,171 | 74,050 | 598,150 |
| Inter-segment revenues: | ||||||||
| Interest income | 14,545 | 826 | 56,192 | 71,563 | 12,824 | 718 | 45,675 | 59,217 |
| Noninterest income | 15,761 | 913 | 471 | 17,145 | 14,161 | 956 | 199 | 15,316 |
| Total inter-segment revenues | 30,306 | 1,739 | 56,663 | 88,708 | 26,985 | 1,674 | 45,874 | 74,533 |
| Total revenue | 584,686 | 59,089 | 139,247 | 783,022 | 512,914 | 39,845 | 119,924 | 672,683 |
| External customer expenses: | ||||||||
| Interest expense | 154,760 | — | 22,372 | 177,132 | 92,449 | — | 11,329 | 103,778 |
| Noninterest expenses | 217,269 | 45,877 | 41,694 | 304,840 | 209,096 | 28,038 | 37,164 | 274,298 |
| Provision for credit losses | 34,620 | — | 332 | 34,952 | 44,045 | — | 796 | 44,841 |
| Total external customer expenses | 406,649 | 45,877 | 64,398 | 516,924 | 345,590 | 28,038 | 49,289 | 422,917 |
| Inter-segment expenses: | ||||||||
| Interest expense | 57,018 | 7,423 | 7,122 | 71,563 | 46,393 | 7,410 | 5,414 | 59,217 |
| Noninterest expenses | 1,384 | 3,059 | 12,702 | 17,145 | 1,155 | 2,830 | 11,331 | 15,316 |
| Total inter-segment expenses | 58,402 | 10,482 | 19,824 | 88,708 | 47,548 | 10,240 | 16,745 | 74,533 |
| Total expenses | 465,051 | 56,359 | 84,222 | 605,632 | 393,138 | 38,278 | 66,034 | 497,450 |
| Income before taxes | $119,635 | $2,730 | $55,025 | $177,390 | $119,776 | $1,567 | $53,890 | $175,233 |
| Income tax provision | 42,459 | 43,976 | ||||||
| Consolidated net income | 134,931 | 131,257 | ||||||
| Net income attributable to noncontrolling interest | (103) | 175 | ||||||
| Net income attributable to WSFS | $135,034 | $131,082 | ||||||
| Supplemental Information | ||||||||
| Capital expenditures for the period ended | $6,393 | $123 | $441 | $6,957 | $1,812 | $— | $— | $1,812 |
The following table shows significant components of segment net assets as of June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | WSFS Bank | CashConnect® | WealthManagement | Total | WSFS Bank | CashConnect® | WealthManagement | Total |
| Statements of Financial Condition | ||||||||
| Cash and cash equivalents | $609,850 | $371,122 | $40,744 | $1,021,716 | $600,483 | $443,431 | $48,986 | $1,092,900 |
| Goodwill | 753,586 | — | 132,312 | 885,898 | 753,586 | — | 132,312 | 885,898 |
| Other segment assets | 18,393,939 | 20,302 | 422,675 | 18,836,916 | 18,191,585 | 15,654 | 408,635 | 18,615,874 |
| Total segment assets | $19,757,375 | $391,424 | $595,731 | $20,744,530 | $19,545,654 | $459,085 | $589,933 | $20,594,672 |
- COMMITMENTS AND CONTINGENCIES
Secondary Market Loan Sales
The Company typically sells newly originated residential mortgage loans in the secondary market to mortgage loan aggregators and to GSEs such as FHLMC, FNMA, and on a more limited basis, the FHLB. Loans held for sale are reflected on the unaudited Consolidated Statements of Financial Condition at fair value with changes in the value reflected in the unaudited Consolidated Statements of Income. Gains and losses are recognized at the time of sale. The Company periodically retains the servicing rights on residential mortgage loans sold which results in monthly service fee income. The mortgage servicing rights are included in Goodwill and intangible assets on the unaudited Consolidated Statements of Financial Condition. Otherwise, the Company sells loans with servicing released on a nonrecourse basis. Rate-locked loan commitments that the Company intends to sell in the secondary market are accounted for as derivatives under ASC 815.
The Company does not sell loans with recourse, except for standard loan sale contract provisions covering violations of representations and warranties and, under certain circumstances, early payment default by the borrower. These are customary repurchase provisions in the secondary market for residential mortgage loan sales. These provisions may include either an indemnification from loss or the repurchase of the loans. Repurchases and losses have been rare andno provision is made for losses at the time of sale. There weretwo repurchases during the six months ended June 30, 2024 for an aggregate of $0.5 million andone repurchase for $0.8 million during the same period in 2023.
Unfunded Lending Commitments
At June 30, 2024 and December 31, 2023, the allowance for credit losses of unfunded lending commitments was $11.5 million and $12.1 million, respectively. A provision release of $0.3 million and $0.6 million was recognized during the three and six months ended June 30, 2024, respectively, compared to a provision expense of $0.4 million and $0.2 million during the three and six months ended June 30, 2023, respectively.
- CHANGE IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss includes unrealized gains and losses on available-for-sale investments, unrealized gains and losses on cash flow hedges, as well as unrecognized prior service costs and actuarial gains and losses on defined benefit pension plans. Changes to accumulated other comprehensive loss are presented, net of tax, as a component of stockholders’ equity. Amounts that are reclassified out of accumulated other comprehensive loss are recorded on the unaudited Consolidated Statements of Income either as a gain or loss. Changes to accumulated other comprehensive loss by component are shown, net of taxes, in the following tables for the period indicated:
| (Dollars in thousands) | Net change ininvestmentsecuritiesavailable-for-sale | Net changein investment securitiesheld-to-maturity | Netchange indefinedbenefitplan | Net change infair value ofderivativesused for cashflow hedges | Net change in equity method investments | Total |
|---|---|---|---|---|---|---|
| Balance, March 31, 2024 | $(539,939) | $(87,854) | $(4,738) | $(4,836) | $460 | $(636,907) |
| Other comprehensive (loss) income | (9,100) | — | (2) | (587) | (40) | (9,729) |
| Less: Amounts reclassified from accumulated other comprehensive loss | — | 3,808 | (50) | — | — | 3,758 |
| Net current-period other comprehensive (loss) income | (9,100) | 3,808 | (52) | (587) | (40) | (5,971) |
| Balance, June 30, 2024 | $(549,039) | $(84,046) | $(4,790) | $(5,423) | $420 | $(642,878) |
| Balance, March 31, 2023 | $(510,523) | $(104,338) | $(4,517) | $400 | $563 | $(618,415) |
| Other comprehensive (loss) income | (40,367) | — | (7) | (1,475) | (101) | (41,950) |
| Less: Amounts reclassified from accumulated other comprehensive loss | — | 4,393 | (47) | (40) | — | 4,306 |
| Net current-period other comprehensive (loss) income | (40,367) | 4,393 | (54) | (1,515) | (101) | (37,644) |
| Balance, June 30, 2023 | $(550,890) | $(99,945) | $(4,571) | $(1,115) | $462 | $(656,059) |
| (Dollars in thousands) | Net change ininvestmentsecuritiesavailable-for-sale | Net changein investment securitiesheld-to-maturity | Netchange indefinedbenefitplan | Net change infair value ofderivativesused for cashflow hedges(1) | Net change in equity method investments | Total |
| Balance, December 31, 2023 | $(499,932) | $(91,523) | $(4,614) | $1,597 | $481 | $(593,991) |
| Other comprehensive (loss) income | (49,107) | — | (77) | (7,020) | (61) | (56,265) |
| Less: Amounts reclassified from accumulated other comprehensive loss | — | 7,477 | (99) | — | — | 7,378 |
| Net current-period other comprehensive (loss) income | (49,107) | 7,477 | (176) | (7,020) | (61) | (48,887) |
| Balance, June 30, 2024 | $(549,039) | $(84,046) | $(4,790) | $(5,423) | $420 | $(642,878) |
| Balance, December 31, 2022 | $(563,533) | $(108,503) | $(4,482) | $108 | $566 | $(675,844) |
| Other comprehensive income (loss) | 12,643 | — | 5 | (1,143) | (104) | 11,401 |
| Less: Amounts reclassified from accumulated other comprehensive loss | — | 8,558 | (94) | (80) | — | 8,384 |
| Net current-period other comprehensive income (loss) | 12,643 | 8,558 | (89) | (1,223) | (104) | 19,785 |
| Balance, June 30, 2023 | $(550,890) | $(99,945) | $(4,571) | $(1,115) | $462 | $(656,059) |
| (1)Includes amortization of net gain for cash flow hedges terminated as of April 1, 2020. | ||||||
The unaudited Consolidated Statements of Income were impacted by components of other comprehensive loss as shown in the tables below:
| Three Months Ended June 30, · Affected line item in unaudited Consolidated Statements of Income | |||
|---|---|---|---|
| (Dollars in thousands) · 2024 · 2023 | |||
| Net unrealized holding losses on securities transferred between available-for-sale and held-to-maturity: | |||
| Amortization of net unrealized losses to income during the period | 5,011 | 5,779 | Net interest income |
| Income taxes | (1,203) | (1,386) | Income tax provision |
| Net of tax | 3,808 | 4,393 | |
| Amortization of defined benefit pension plan-related items: | |||
| Prior service credits | (19) | (19) | |
| Actuarial gains | (47) | (43) | |
| Total before tax | (66) | (62) | Salaries, benefits and other compensation |
| Income taxes | 16 | 15 | Income tax provision |
| Net of tax | (50) | (47) | |
| Net unrealized gains on terminated cash flow hedges: | |||
| Amortization of net unrealized gains to income during the period | — | (53) | Interest and fees on loans and leases |
| Income taxes | — | 13 | Income tax provision |
| Net of tax | — | (40) | |
| Total reclassifications | $3,758 | $4,306 | |
| Six Months Ended June 30, · Affected line item in unaudited Consolidated Statements of Operations | |||
| 2024 · 2023 | |||
| Net unrealized holding losses on securities transferred between available-for-sale and held-to-maturity: | |||
| Amortization of net unrealized losses to income during the period | 9,838 | 11,260 | Net interest income |
| Income taxes | (2,361) | (2,702) | Income tax provision |
| Net of tax | 7,477 | 8,558 | |
| Amortization of defined benefit pension plan-related items: | |||
| Prior service credits | (38) | (38) | |
| Actuarial gains | (92) | (86) | |
| Total before tax | (130) | (124) | Salaries, benefits and other compensation |
| Income taxes | 31 | 30 | Income tax provision |
| Net of tax | (99) | (94) | |
| Net unrealized gains on terminated cash flow hedges: | |||
| Amortization of net unrealized gains to income during the period | — | (105) | Interest and fees on loans and leases |
| Income taxes | — | 25 | Income tax provision |
| Net of tax | — | (80) | |
| Total reclassifications | $7,378 | $8,384 | |
- LEGAL AND OTHER PROCEEDINGS
In accordance with the current accounting standards for loss contingencies, the Company establishes reserves for litigation-related matters that arise in the ordinary course of its business activities when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. In addition, the Company's defense of litigation claims may result in legal fees, which it expenses as incurred.
There wereno material changes or additions to other significant pending legal or other proceedings involving the Company other than those arising out of routine operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.