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FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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x
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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WSFS
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Nasdaq Global Select Market
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PART I. Financial Information
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Page
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Item 1.
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Financial Statements (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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PART II. Other Information
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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•
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those related to difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the markets in which the Company operates and in which its loans are concentrated, including the effects of declines in housing markets, an increase in unemployment levels and slowdowns in economic growth;
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•
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the Company’s level of nonperforming assets and the costs associated with resolving problem loans including litigation and other costs;
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•
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possible additional loan losses and impairment in the collectability of loans;
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•
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changes in market interest rates, which may increase funding costs and reduce earning asset yields and thus reduce margin;
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•
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the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of the Company’s investment securities portfolio;
|
•
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the credit risk associated with the substantial amount of commercial real estate, construction and land development and commercial and industrial loans in our loan portfolio;
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•
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the extensive federal and state regulation, supervision and examination governing almost every aspect of the Company’s operations including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the Economic Growth, Regulatory Relief and Consumer Protection Act (which amended the Dodd-Frank Act) (the Economic Growth Act) and the rules and regulations issued in accordance therewith and potential expenses associated with complying with such regulations;
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•
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the Company’s ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate liquidity internally or raise capital on favorable terms;
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•
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possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations;
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•
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conditions in the financial markets that may limit the Company’s access to additional funding to meet its liquidity needs;
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•
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impairment of the Company’s goodwill or other intangible assets;
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•
|
failure of the financial and operational controls of the Company’s Cash Connect
®
division;
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•
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the success of the Company's growth plans, including the successful integration of past and future acquisitions;
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•
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the Company’s ability to fully realize the cost savings and other benefits of its acquisitions, manage risks related to business disruption following those acquisitions, and post-acquisition customer acceptance of the Company’s products and services and related customer disintermediation;
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•
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negative perceptions or publicity with respect to the Company’s trust and wealth management business;
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•
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adverse judgments or other resolution of pending and future legal proceedings, and cost incurred in defending such proceedings;
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•
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system failures or cybersecurity incidents or other breaches of the Company’s network security;
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•
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the Company’s ability to recruit and retain key employees;
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•
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the effects of problems encountered by other financial institutions that adversely affect the Company or the banking industry generally;
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•
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the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes as well as effects from geopolitical instability and man-made disasters including terrorist attacks;
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•
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possible changes in the speed of loan prepayments by the Company’s customers and loan origination or sales volumes;
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•
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possible changes in the speed of prepayments of mortgage-backed securities due to changes in the interest rate environment, and the related acceleration of premium amortization on prepayments in the event that prepayments accelerate;
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•
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regulatory limits on the Company’s ability to receive dividends from its subsidiaries and pay dividends to its stockholders;
|
•
|
the effects of any reputation, credit, interest rate, market, operational, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above; and
|
•
|
the costs associated with resolving any problem loans, litigation and the effects of other risks and uncertainties, including those discussed in the Company’s Form 10-K for the year ended
December 31, 2018
and other documents filed by the Company with the Securities and Exchange Commission from time to time.
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|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
(Dollars in thousands, except per share data)
|
|
(Unaudited)
|
||||||
Interest income:
|
|
|
|
|
||||
Interest and fees on loans and leases
|
|
$
|
87,117
|
|
|
$
|
60,465
|
|
Interest on mortgage-backed securities
|
|
10,466
|
|
|
5,399
|
|
||
Interest and dividends on investment securities:
|
|
|
|
|
||||
Taxable
|
|
19
|
|
|
17
|
|
||
Tax-exempt
|
|
1,025
|
|
|
1,103
|
|
||
Other interest income
|
|
950
|
|
|
629
|
|
||
|
|
99,577
|
|
|
67,613
|
|
||
Interest expense:
|
|
|
|
|
||||
Interest on deposits
|
|
10,942
|
|
|
5,240
|
|
||
Interest on Federal Home Loan Bank advances
|
|
2,590
|
|
|
2,463
|
|
||
Interest on senior debt
|
|
1,179
|
|
|
1,179
|
|
||
Interest on federal funds purchased
|
|
787
|
|
|
446
|
|
||
Interest on trust preferred borrowings
|
|
726
|
|
|
557
|
|
||
Interest on other borrowings
|
|
39
|
|
|
14
|
|
||
|
|
16,263
|
|
|
9,899
|
|
||
Net interest income
|
|
83,314
|
|
|
57,714
|
|
||
Provision for loan losses
|
|
7,654
|
|
|
3,650
|
|
||
Net interest income after provision for loan losses
|
|
75,660
|
|
|
54,064
|
|
||
Noninterest income:
|
|
|
|
|
||||
Credit/debit card and ATM income
|
|
11,515
|
|
|
9,805
|
|
||
Investment management and fiduciary income
|
|
10,147
|
|
|
9,189
|
|
||
Deposit service charges
|
|
4,746
|
|
|
4,630
|
|
||
Mortgage banking activities, net
|
|
2,092
|
|
|
1,737
|
|
||
Loan fee income
|
|
885
|
|
|
599
|
|
||
Securities gains, net
|
|
15
|
|
|
21
|
|
||
Unrealized gains on equity investments
|
|
3,798
|
|
|
15,346
|
|
||
Bank owned life insurance income
|
|
217
|
|
|
232
|
|
||
Other income
|
|
7,707
|
|
|
5,908
|
|
||
|
|
41,122
|
|
|
47,467
|
|
||
Noninterest expense:
|
|
|
|
|
||||
Salaries, benefits and other compensation
|
|
36,205
|
|
|
29,853
|
|
||
Occupancy expense
|
|
6,367
|
|
|
5,248
|
|
||
Equipment expense
|
|
3,989
|
|
|
3,089
|
|
||
Data processing and operations expenses
|
|
2,588
|
|
|
1,907
|
|
||
Professional fees
|
|
1,872
|
|
|
1,725
|
|
||
Marketing expense
|
|
1,590
|
|
|
758
|
|
||
FDIC expenses
|
|
620
|
|
|
599
|
|
||
Loan workout and OREO expenses
|
|
108
|
|
|
426
|
|
||
Corporate development expense
|
|
26,627
|
|
|
—
|
|
||
Restructuring expense
|
|
4,362
|
|
|
—
|
|
||
(Recovery of) provision for fraud loss
|
|
—
|
|
|
(1,665
|
)
|
||
Other operating expense
|
|
13,264
|
|
|
11,472
|
|
||
|
|
97,592
|
|
|
53,412
|
|
||
Income before taxes
|
|
19,190
|
|
|
48,119
|
|
||
Income tax provision
|
|
6,260
|
|
|
10,769
|
|
||
Net income
|
|
$
|
12,930
|
|
|
$
|
37,350
|
|
Less: Net loss attributable to noncontrolling interest
|
|
(93
|
)
|
|
—
|
|
||
Net income attributable to WSFS
|
|
$
|
13,023
|
|
|
$
|
37,350
|
|
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.34
|
|
|
$
|
1.19
|
|
Diluted
|
|
$
|
0.33
|
|
|
$
|
1.16
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
(Dollars in thousands)
|
|
(Unaudited)
|
||||||
Net income
|
|
$
|
12,930
|
|
|
$
|
37,350
|
|
Less: Net loss attributable to noncontrolling interest
|
|
(93
|
)
|
|
—
|
|
||
Net income attributable to WSFS
|
|
13,023
|
|
|
37,350
|
|
||
Other comprehensive income (loss):
|
|
|
|
|
||||
Net change in unrealized gains (loss) on investment securities available for sale
|
|
|
|
|
||||
Net unrealized gains (loss) arising during the period, net of tax (benefit) expense of $5,452 and $3,714, respectively
|
|
17,265
|
|
|
(11,827
|
)
|
||
Less: reclassification adjustment f
or net gains on sales realized in net income, net of tax expense of $4 and $5
, respectively
|
|
(11
|
)
|
|
(16
|
)
|
||
|
|
17,254
|
|
|
(11,843
|
)
|
||
Net change in securities held to maturity
|
|
|
|
|
||||
Amortization of unrealized gain on securities reclassified to held-to-maturity, net of tax expense of $29 and $37, respectively
|
|
(93
|
)
|
|
(119
|
)
|
||
Net change in unfunded pension liability
|
|
|
|
|
||||
Change in unfunded pension liability related to unrealized (loss) gain, prior service cost and transition obligation, net of tax (benefit) expense of $(8) and ($11), respectively
|
|
(141
|
)
|
|
59
|
|
||
Net change in cash flow hedge
|
|
|
|
|
||||
Net unrealized gain (loss) arising during the period, net of tax expense (benefit) of $199 and ($240) respectively
|
|
630
|
|
|
(765
|
)
|
||
Total other comprehensive income (loss)
|
|
17,650
|
|
|
(12,668
|
)
|
||
Total comprehensive income
|
|
$
|
30,673
|
|
|
$
|
24,682
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
(Dollars in thousands, except per share and share data)
|
|
(Unaudited)
|
|
|
||||
Assets:
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
190,611
|
|
|
$
|
134,939
|
|
Cash in non-owned ATMs
|
|
457,046
|
|
|
484,648
|
|
||
Interest-bearing deposits in other banks including collateral of $0 at March 31, 2019 and $1,000 at December 31, 2018
|
|
155
|
|
|
1,170
|
|
||
Total cash and cash equivalents
|
|
647,812
|
|
|
620,757
|
|
||
Investment securities, available for sale (amortized cost of
$1,519,643
at March 31, 2019 and $1,224,227 at December 31, 2018)
|
|
1,523,196
|
|
|
1,205,079
|
|
||
Investment securities, held to maturity, at cost (fair value $1
49,732
at March 31, 2019 and $149,431 at December 31, 2018)
|
|
148,190
|
|
|
149,950
|
|
||
Other investments
|
|
48,450
|
|
|
37,233
|
|
||
Loans, held for sale at fair value
|
|
33,893
|
|
|
25,318
|
|
||
Loans and leases, net of allowance of $46,3
21 at M
arch 31, 2019 and $39,539 at December 31, 2018
|
|
8,655,604
|
|
|
4,863,919
|
|
||
Bank owned life insurance
|
|
89,449
|
|
|
6,687
|
|
||
Stock in Federal Home Loan Bank of Pittsburgh at cost
|
|
12,429
|
|
|
19,259
|
|
||
Other real estate owned
|
|
2,233
|
|
|
2,668
|
|
||
Accrued interest receivable
|
|
40,441
|
|
|
22,001
|
|
||
Premises and equipment
|
|
106,103
|
|
|
44,956
|
|
||
Goodwill
|
|
475,493
|
|
|
166,007
|
|
||
Intangible assets
|
|
104,770
|
|
|
20,016
|
|
||
Other assets
|
|
296,354
|
|
|
65,020
|
|
||
Total assets
|
|
$
|
12,184,417
|
|
|
$
|
7,248,870
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
2,191,321
|
|
|
$
|
1,626,252
|
|
Interest-bearing
|
|
7,482,383
|
|
|
4,014,179
|
|
||
Total deposits
|
|
9,673,704
|
|
|
5,640,431
|
|
||
Federal funds purchased
|
|
104,275
|
|
|
157,975
|
|
||
Federal Home Loan Bank advances
|
|
81,240
|
|
|
328,465
|
|
||
Trust preferred borrowings
|
|
67,011
|
|
|
67,011
|
|
||
Senior debt
|
|
98,442
|
|
|
98,388
|
|
||
Other borrowed funds
|
|
55,400
|
|
|
47,949
|
|
||
Accrued interest payable
|
|
6,331
|
|
|
1,900
|
|
||
Other liabilities
|
|
308,337
|
|
|
85,831
|
|
||
Total liabilities
|
|
10,394,740
|
|
|
6,427,950
|
|
||
Stockholders’ Equity:
|
|
|
|
|
||||
Common stock $0.01 par value, 65,000,000 shares authorized; issued 56,941,493 at March 31, 2019 and 56,926,978 at December 31, 2018
|
|
569
|
|
|
569
|
|
||
Capital in excess of par value
|
|
1,038,494
|
|
|
349,810
|
|
||
Accumulated other comprehensive income (loss)
|
|
2,256
|
|
|
(15,394
|
)
|
||
Retained earnings
|
|
800,511
|
|
|
791,031
|
|
||
Treasury stock at cost,
3,813,984
shares at March 31, 2019 and 25,552,887 shares at December 31, 2018
|
|
(52,078
|
)
|
|
(305,096
|
)
|
||
Total stockholders’ equity of WSFS
|
|
1,789,752
|
|
|
820,920
|
|
||
Noncontrolling interest
|
|
(75
|
)
|
|
—
|
|
||
Total stockholders' equity
|
|
1,789,677
|
|
|
820,920
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
12,184,417
|
|
|
$
|
7,248,870
|
|
(Dollars in thousands, except per share and share amounts)
|
|
Shares
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Total Stockholders' Equity of WSFS
|
|
Non-controlling Interest
|
|
Total Stockholders' Equity
|
|||||||||||||||||
Balance, December 31, 2017
|
|
56,279,527
|
|
|
$
|
563
|
|
|
$
|
336,271
|
|
|
$
|
(8,152
|
)
|
|
$
|
669,557
|
|
|
$
|
(273,894
|
)
|
|
$
|
724,345
|
|
|
$
|
—
|
|
|
$
|
724,345
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,350
|
|
|
—
|
|
|
37,350
|
|
|
—
|
|
|
37,350
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,668
|
)
|
|
—
|
|
|
—
|
|
|
(12,668
|
)
|
|
—
|
|
|
(12,668
|
)
|
||||||||
Cash dividend, $0.09 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,826
|
)
|
|
—
|
|
|
(2,826
|
)
|
|
—
|
|
|
(2,826
|
)
|
||||||||
Issuance of common stock including proceeds from exercise of common stock options
|
|
115,032
|
|
|
1
|
|
|
2,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|
—
|
|
|
2,613
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
946
|
|
|
—
|
|
|
946
|
|
||||||||
Repurchase of common stock, 70,000 shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,481
|
)
|
|
(3,481
|
)
|
|
—
|
|
|
(3,481
|
)
|
||||||||
Balance, March 31, 2018
|
|
56,394,559
|
|
|
$
|
564
|
|
|
$
|
339,829
|
|
|
$
|
(20,820
|
)
|
|
$
|
704,081
|
|
|
$
|
(277,375
|
)
|
|
$
|
746,279
|
|
|
$
|
—
|
|
|
$
|
746,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2018
|
|
56,926,978
|
|
|
$
|
569
|
|
|
$
|
349,810
|
|
|
$
|
(15,394
|
)
|
|
$
|
791,031
|
|
|
$
|
(305,096
|
)
|
|
$
|
820,920
|
|
|
$
|
—
|
|
|
$
|
820,920
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,023
|
|
|
—
|
|
|
13,023
|
|
|
(93
|
)
|
|
12,930
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,650
|
|
|
—
|
|
|
—
|
|
|
17,650
|
|
|
—
|
|
|
17,650
|
|
||||||||
Cash dividend, $0.11 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,451
|
)
|
|
—
|
|
|
(3,451
|
)
|
|
—
|
|
|
(3,451
|
)
|
||||||||
Issuance of common stock including proceeds from exercise of common stock options
|
|
14,515
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
||||||||
Re-issuance of treasury stock in connection with Beneficial merger and related items
|
|
—
|
|
|
—
|
|
|
687,898
|
|
|
—
|
|
|
(92
|
)
|
|
262,071
|
|
|
949,877
|
|
|
18
|
|
|
949,895
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550
|
|
|
—
|
|
|
550
|
|
||||||||
Repurchase of common stock
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,053
|
)
|
|
(9,053
|
)
|
|
—
|
|
|
(9,053
|
)
|
||||||||
Balance, March 31, 2019
|
|
56,941,493
|
|
|
$
|
569
|
|
|
$
|
1,038,494
|
|
|
$
|
2,256
|
|
|
$
|
800,511
|
|
|
$
|
(52,078
|
)
|
|
$
|
1,789,752
|
|
|
$
|
(75
|
)
|
|
$
|
1,789,677
|
|
(1)
|
Repurchase of common stock includes
77,452
shares repurchased in connection with the Company's share buyback program approved by the Board of Directors, and
132,993
shares repurchased to cover taxes due on the consideration transferred in the Beneficial acquisition related to the vesting of unrestricted Beneficial stock awards.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
(Dollars in thousands)
|
|
(Unaudited)
|
||||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
12,930
|
|
|
$
|
37,350
|
|
Less: Net loss attributable to noncontrolling interest
|
|
(93
|
)
|
|
—
|
|
||
Net income attributable to WSFS
|
|
$
|
13,023
|
|
|
$
|
37,350
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision for loan losses
|
|
7,654
|
|
|
3,650
|
|
||
Depreciation of premises and equipment, net
|
|
2,847
|
|
|
2,083
|
|
||
Amortization of fees and discounts, net
|
|
7,087
|
|
|
3,298
|
|
||
Amortization of intangible assets
|
|
2,764
|
|
|
633
|
|
||
Amortization of right of use lease asset
|
|
4,343
|
|
|
—
|
|
||
(Decrease) increase in operating lease liability
|
|
(1,820
|
)
|
|
—
|
|
||
Income from mortgage banking activities, net
|
|
(2,092
|
)
|
|
(1,737
|
)
|
||
Gain on sale of securities, net
|
|
(15
|
)
|
|
(21
|
)
|
||
Loss on sale of other real estate owned and valuation adjustments, net
|
|
4
|
|
|
4
|
|
||
Stock-based compensation expense
|
|
550
|
|
|
946
|
|
||
Unrealized gain on equity investments
|
|
(3,798
|
)
|
|
(15,346
|
)
|
||
Deferred income tax expense
|
|
6,662
|
|
|
2,269
|
|
||
Increase in accrued interest receivable
|
|
(941
|
)
|
|
(564
|
)
|
||
(Increase) decrease in other assets
|
|
(6,797
|
)
|
|
530
|
|
||
Origination of loans held for sale
|
|
(76,409
|
)
|
|
(76,962
|
)
|
||
Proceeds from sales of loans held for sale
|
|
70,257
|
|
|
90,433
|
|
||
Increase in accrued interest payable
|
|
4,431
|
|
|
2,413
|
|
||
(Decrease) increase in other liabilities
|
|
(3,964
|
)
|
|
13,799
|
|
||
(Increase) decrease in value of bank owned life insurance
|
|
(252
|
)
|
|
783
|
|
||
Increase in capitalized interest, net
|
|
(944
|
)
|
|
(1,087
|
)
|
||
Net cash provided by operating activities
|
|
$
|
22,590
|
|
|
$
|
62,474
|
|
Investing activities:
|
|
|
|
|
||||
Repayments, maturities and calls of investment securities held to maturity
|
|
3,750
|
|
|
1,035
|
|
||
Sale of investment securities available for sale
|
|
583,852
|
|
|
7,012
|
|
||
Purchases of investment securities available for sale
|
|
(302,817
|
)
|
|
(113,451
|
)
|
||
Repayments of investment securities available for sale
|
|
37,233
|
|
|
19,989
|
|
||
Proceeds of bank-owned life insurance death benefit
|
|
—
|
|
|
96,429
|
|
||
Net increase in loans
|
|
(93,437
|
)
|
|
(34,046
|
)
|
||
Net cash for business combinations
|
|
76,318
|
|
|
—
|
|
||
Purchases of stock of Federal Home Loan Bank of Pittsburgh
|
|
(54,126
|
)
|
|
(49,391
|
)
|
||
Redemptions of stock of Federal Home Loan Bank of Pittsburgh
|
|
84,138
|
|
|
51,821
|
|
||
Sales of other real estate owned
|
|
1,454
|
|
|
2,098
|
|
||
Investment in premises and equipment
|
|
(3,694
|
)
|
|
(2,267
|
)
|
||
Sales of premises and equipment
|
|
71
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
$
|
332,742
|
|
|
$
|
(20,771
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
(Dollars in thousands)
|
|
(Unaudited)
|
||||||
Financing activities:
|
|
|
|
|
||||
Net increase (decrease) in demand and saving deposits
|
|
$
|
9,706
|
|
|
$
|
(62,086
|
)
|
Increase in time deposits
|
|
63,802
|
|
|
13,045
|
|
||
(Decrease) increase in brokered deposits
|
|
(88,517
|
)
|
|
24,094
|
|
||
Receipts from FHLB advances
|
|
20,554,826
|
|
|
41,376,732
|
|
||
Repayments of FHLB advances
|
|
(20,802,051
|
)
|
|
(41,499,571
|
)
|
||
Receipts from federal funds purchased
|
|
7,085,575
|
|
|
8,197,250
|
|
||
Repayments of federal funds purchased
|
|
(7,139,275
|
)
|
|
(8,100,250
|
)
|
||
Dividends paid
|
|
(3,451
|
)
|
|
(2,826
|
)
|
||
Issuance of common stock and exercise of common stock options
|
|
236
|
|
|
2,613
|
|
||
Change in noncontrolling interest
|
|
(75
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
|
(9,053
|
)
|
|
(3,481
|
)
|
||
Net cash used in financing activities
|
|
$
|
(328,277
|
)
|
|
$
|
(54,480
|
)
|
Increase (decrease) in cash and cash equivalents
|
|
27,055
|
|
|
(12,777
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
620,757
|
|
|
723,866
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
647,812
|
|
|
$
|
711,089
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
6,131
|
|
|
$
|
7,486
|
|
Income taxes
|
|
3,431
|
|
|
2,267
|
|
||
Non-cash information:
|
|
|
|
|
||||
Loans transferred to other real estate owned
|
|
413
|
|
|
2,166
|
|
||
Loans transferred to portfolio from held-for-sale at fair value
|
|
344
|
|
|
(1,750
|
)
|
||
Fair value of assets acquired, net of cash received
|
|
5,032,452
|
|
|
—
|
|
||
Fair value of liabilities assumed
|
|
5,108,770
|
|
|
—
|
|
||
Impact of ASC 842 Adoption:
|
|
|
|
|
||||
Right of use asset
|
|
121,228
|
|
|
—
|
|
||
Lease liability
|
|
(132,346
|
)
|
|
—
|
|
(Dollars in thousands)
|
Fair Value
|
||
Consideration Transferred:
|
|
||
Common shares issued (21,816,355)
|
$
|
949,968
|
|
Cash paid to Beneficial stock and option holders
|
228,239
|
|
|
Value of consideration
|
1,178,207
|
|
|
Assets acquired:
|
|
||
Cash and due from banks
|
304,557
|
|
|
Investment securities
|
616,703
|
|
|
Loans and leases, net
|
3,712,157
|
|
|
Premises and equipment
|
69,132
|
|
|
Deferred income taxes
|
19,470
|
|
|
Bank owned life insurance
|
82,510
|
|
|
Core deposit intangible
|
85,053
|
|
|
Servicing rights intangible
|
2,466
|
|
|
Other assets
|
135,474
|
|
|
Total assets
|
5,027,522
|
|
|
Liabilities assumed:
|
|
||
Deposits
|
4,055,716
|
|
|
Other liabilities
|
103,085
|
|
|
Total liabilities
|
4,158,801
|
|
|
Net assets acquired:
|
868,721
|
|
|
Goodwill resulting from acquisition of Beneficial
|
$
|
309,486
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Bailment fees
|
$
|
6,900
|
|
|
$
|
6,093
|
|
Interchange fees
|
4,387
|
|
|
3,460
|
|
||
Other card and ATM fees
|
228
|
|
|
252
|
|
||
Total credit/debit card and ATM income
|
$
|
11,515
|
|
|
$
|
9,805
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Trust fees
|
$
|
6,567
|
|
|
$
|
5,248
|
|
Wealth management and advisory fees
|
3,580
|
|
|
3,941
|
|
||
Total investment management and fiduciary income
|
$
|
10,147
|
|
|
$
|
9,189
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Service fees
|
$
|
2,716
|
|
|
$
|
2,580
|
|
Return and overdraft fees
|
1,848
|
|
|
1,884
|
|
||
Other deposit service fees
|
182
|
|
|
166
|
|
||
Total deposit service charges
|
$
|
4,746
|
|
|
$
|
4,630
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
2019
|
|
2018
|
||||
Managed service fees
|
$
|
2,943
|
|
|
$
|
2,826
|
|
Currency preparation
|
739
|
|
|
725
|
|
||
ATM insurance
|
627
|
|
|
590
|
|
||
Miscellaneous products and services
|
3,398
|
|
|
1,767
|
|
||
Total other income
|
$
|
7,707
|
|
|
$
|
5,908
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars and shares in thousands, except per share data)
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to WSFS
|
$
|
13,023
|
|
|
$
|
37,350
|
|
Denominator:
|
|
|
|
||||
Weighted average basic shares
|
38,874
|
|
|
31,426
|
|
||
Dilutive potential common shares
|
410
|
|
|
834
|
|
||
Weighted average fully diluted shares
|
$
|
39,284
|
|
|
$
|
32,260
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.34
|
|
|
$
|
1.19
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
1.16
|
|
Outstanding common stock equivalents having no dilutive effect
|
39
|
|
|
88
|
|
|
|
March 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
|
Amortized Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||
Available-for-Sale Debt Securities
|
|
|
|
|
|
|
|
|
||||||||
CMO
|
|
$
|
395,818
|
|
|
$
|
2,807
|
|
|
$
|
3,445
|
|
|
$
|
395,180
|
|
FNMA MBS
|
|
875,017
|
|
|
7,490
|
|
|
4,734
|
|
|
877,773
|
|
||||
FHLMC MBS
|
|
213,248
|
|
|
2,431
|
|
|
747
|
|
|
214,932
|
|
||||
GNMA MBS
|
|
35,560
|
|
|
199
|
|
|
448
|
|
|
35,311
|
|
||||
|
|
$
|
1,519,643
|
|
|
$
|
12,927
|
|
|
$
|
9,374
|
|
|
$
|
1,523,196
|
|
Held-to-Maturity Debt Securities
(1)
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
|
$
|
146,188
|
|
|
$
|
1,592
|
|
|
$
|
51
|
|
|
$
|
147,729
|
|
Foreign bonds
|
|
$
|
2,002
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2,003
|
|
|
|
$
|
148,190
|
|
|
$
|
1,593
|
|
|
$
|
51
|
|
|
$
|
149,732
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Equity Investments
(2)
|
|
|
|
|
|
|
|
|
||||||||
Visa Class B shares
|
|
$
|
15,716
|
|
|
$
|
23,812
|
|
|
$
|
—
|
|
|
$
|
39,528
|
|
Other equity investments
|
|
8,922
|
|
|
—
|
|
|
—
|
|
|
8,922
|
|
||||
|
|
$
|
24,638
|
|
|
$
|
23,812
|
|
|
$
|
—
|
|
|
$
|
48,450
|
|
(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 held-to-maturity securities included net unrealized gains of
$1.0 million
at
March 31, 2019
, related to securities transferred, which are offset in Accumulated other comprehensive loss, net of tax.
|
(2)
|
Equity investments are included in
Other investments
in the unaudited Consolidated Statements of Financial Condition.
|
|
|
December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
|
Amortized Cost
|
|
Gross
Unrealized Gain |
|
Gross
Unrealized Loss |
|
Fair
Value |
||||||||
Available-for-Sale Debt Securities
|
|
|
|
|
|
|
|
|
||||||||
CMO
|
|
$
|
376,867
|
|
|
$
|
1,721
|
|
|
$
|
6,838
|
|
|
$
|
371,750
|
|
FNMA MBS
|
|
655,485
|
|
|
1,526
|
|
|
12,938
|
|
|
644,073
|
|
||||
FHLMC MBS
|
|
155,758
|
|
|
558
|
|
|
2,394
|
|
|
153,922
|
|
||||
GNMA MBS
|
|
36,117
|
|
|
97
|
|
|
880
|
|
|
35,334
|
|
||||
|
|
$
|
1,224,227
|
|
|
$
|
3,902
|
|
|
$
|
23,050
|
|
|
$
|
1,205,079
|
|
Held-to-Maturity Debt Securities
(1)
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
|
$
|
149,950
|
|
|
$
|
275
|
|
|
$
|
794
|
|
|
$
|
149,431
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Investments
(2)
|
|
|
|
|
|
|
|
|
||||||||
Visa Class B shares
|
|
$
|
13,918
|
|
|
$
|
20,015
|
|
|
$
|
—
|
|
|
$
|
33,933
|
|
Other equity investments
|
|
3,300
|
|
|
—
|
|
|
—
|
|
|
3,300
|
|
||||
|
|
$
|
17,218
|
|
|
$
|
20,015
|
|
|
$
|
—
|
|
|
$
|
37,233
|
|
(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 held-to-maturity securities included net unrealized gains of
$1.0 million
at
December 31, 2018
, related to securities transferred, which are offset in Accumulated other comprehensive loss, net of tax.
|
(2)
|
Equity investments are included in
Other investments
in the unaudited Consolidated Statements of Financial Condition.
|
|
|
Available for Sale
|
||||||
|
|
Amortized
|
|
Fair
|
||||
(Dollars in thousands)
|
|
Cost
|
|
Value
|
||||
March 31, 2019
(1)
|
|
|
|
|
||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year but within five years
|
|
19,634
|
|
|
19,545
|
|
||
After five years but within ten years
|
|
165,299
|
|
|
162,596
|
|
||
After ten years
|
|
1,334,710
|
|
|
1,341,055
|
|
||
|
|
$
|
1,519,643
|
|
|
$
|
1,523,196
|
|
December 31, 2018
(1)
|
|
|
|
|
||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year but within five years
|
|
19,714
|
|
|
19,423
|
|
||
After five years but within ten years
|
|
170,118
|
|
|
163,731
|
|
||
After ten years
|
|
1,034,395
|
|
|
1,021,925
|
|
||
|
|
$
|
1,224,227
|
|
|
$
|
1,205,079
|
|
(1)
|
Actual maturities could differ from contractual maturities.
|
|
|
Held to Maturity
|
||||||
|
|
Amortized
|
|
Fair
|
||||
(Dollars in thousands)
|
|
Cost
|
|
Value
|
||||
March 31, 2019
(1)
|
|
|
|
|
||||
Within one year
|
|
$
|
1,135
|
|
|
$
|
1,135
|
|
After one year but within five years
|
|
8,950
|
|
|
8,971
|
|
||
After five years but within ten years
|
|
29,992
|
|
|
30,240
|
|
||
After ten years
|
|
108,113
|
|
|
109,386
|
|
||
|
|
$
|
148,190
|
|
|
$
|
149,732
|
|
December 31, 2018
(1)
|
|
|
|
|
||||
Within one year
|
|
$
|
1,018
|
|
|
$
|
1,016
|
|
After one year but within five years
|
|
6,703
|
|
|
6,701
|
|
||
After five years but within ten years
|
|
29,613
|
|
|
29,547
|
|
||
After ten years
|
|
112,616
|
|
|
112,167
|
|
||
|
|
$
|
149,950
|
|
|
$
|
149,431
|
|
(1)
|
Actual maturities could differ from contractual maturities.
|
|
|
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
|
|
$
|
3,896
|
|
|
$
|
21
|
|
|
$
|
196,623
|
|
|
$
|
3,424
|
|
|
$
|
200,519
|
|
|
$
|
3,445
|
|
FNMA MBS
|
|
—
|
|
|
—
|
|
|
330,219
|
|
|
4,734
|
|
|
330,219
|
|
|
4,734
|
|
||||||
FHLMC MBS
|
|
—
|
|
|
—
|
|
|
63,285
|
|
|
747
|
|
|
63,285
|
|
|
747
|
|
||||||
GNMA MBS
|
|
2,979
|
|
|
5
|
|
|
17,485
|
|
|
443
|
|
|
20,464
|
|
|
448
|
|
||||||
Total temporarily impaired investments
|
|
$
|
6,875
|
|
|
$
|
26
|
|
|
$
|
607,612
|
|
|
$
|
9,348
|
|
|
$
|
614,487
|
|
|
$
|
9,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and political subdivisions
|
|
$
|
134,732
|
|
|
$
|
9
|
|
|
$
|
14,500
|
|
|
$
|
42
|
|
|
$
|
149,232
|
|
|
$
|
51
|
|
Foreign Bonds
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
Total temporarily impaired investments
|
|
$
|
135,232
|
|
|
$
|
9
|
|
|
$
|
14,500
|
|
|
$
|
42
|
|
|
$
|
149,732
|
|
|
$
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
17,143
|
|
|
$
|
40
|
|
|
$
|
212,208
|
|
|
$
|
6,798
|
|
|
$
|
229,351
|
|
|
$
|
6,838
|
|
FNMA MBS
|
|
34,214
|
|
|
162
|
|
|
407,638
|
|
|
12,776
|
|
|
441,852
|
|
|
12,938
|
|
||||||
FHLMC MBS
|
|
16,025
|
|
|
21
|
|
|
76,469
|
|
|
2,373
|
|
|
92,494
|
|
|
2,394
|
|
||||||
GNMA MBS
|
|
5,837
|
|
|
79
|
|
|
21,805
|
|
|
801
|
|
|
27,642
|
|
|
880
|
|
||||||
Total temporarily impaired investments
|
|
$
|
73,219
|
|
|
$
|
302
|
|
|
$
|
718,120
|
|
|
$
|
22,748
|
|
|
$
|
791,339
|
|
|
$
|
23,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and political subdivisions
|
|
$
|
91,228
|
|
|
$
|
155
|
|
|
$
|
58,203
|
|
|
$
|
639
|
|
|
$
|
149,431
|
|
|
$
|
794
|
|
(Dollars in thousands)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commercial and industrial
|
|
$
|
2,075,430
|
|
|
$
|
1,472,489
|
|
Owner-occupied commercial
|
|
1,312,945
|
|
|
1,059,974
|
|
||
Commercial mortgages
|
|
2,353,152
|
|
|
1,162,739
|
|
||
Construction
|
|
575,697
|
|
|
316,566
|
|
||
Commercial small business leases
|
|
144,658
|
|
|
—
|
|
||
Residential
(1)
|
|
1,115,550
|
|
|
218,099
|
|
||
Consumer
|
|
1,131,759
|
|
|
680,939
|
|
||
|
|
8,709,191
|
|
|
4,910,806
|
|
||
Less:
|
|
|
|
|
||||
Deferred fees, net
|
|
7,266
|
|
|
7,348
|
|
||
Allowance for loan and lease losses
|
|
46,321
|
|
|
39,539
|
|
||
Net loans and leases
|
|
$
|
8,655,604
|
|
|
$
|
4,863,919
|
|
(Dollars in thousands)
|
|
March 1, 2019
|
||
Contractual required principal and interest at acquisition
|
|
$
|
53,647
|
|
Contractual cash flows not expected to be collected (nonaccretable difference)
|
|
20,118
|
|
|
Expected cash flows at acquisition
|
|
33,529
|
|
|
Interest component of expected cash flows (accretable yield)
|
|
3,068
|
|
|
Fair value of acquired loans accounted for under ASC 310-30
|
|
30,461
|
|
(Dollars in thousands)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Outstanding principal balance
|
|
$
|
56,597
|
|
|
$
|
18,642
|
|
Carrying amount
|
|
42,490
|
|
|
14,718
|
|
||
Allowance for loan losses
|
|
227
|
|
|
227
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
|
$
|
2,463
|
|
|
$
|
3,035
|
|
Addition from Beneficial
|
|
3,068
|
|
|
—
|
|
||
Accretion
|
|
(412
|
)
|
|
(417
|
)
|
||
Reclassification from nonaccretable difference
|
|
—
|
|
|
2
|
|
||
Additions/adjustments
|
|
(164
|
)
|
|
(180
|
)
|
||
Balance at end of period
|
|
$
|
4,955
|
|
|
$
|
2,440
|
|
•
|
Specific reserves for impaired loans
|
•
|
An allowance for each pool of homogeneous loans based on historical loss experience
|
•
|
Adjustments for qualitative and environmental factors allocated to pools of homogeneous loans
|
•
|
Current underwriting policies, staff, and portfolio mix,
|
•
|
Internal trends of delinquency, nonaccrual and criticized loans by segment,
|
•
|
Risk rating accuracy, control and regulatory assessments/environment,
|
•
|
General economic conditions - locally and nationally,
|
•
|
Market trends impacting collateral values, and
|
•
|
The competitive environment, as it could impact loan structure and underwriting.
|
(Dollars in thousands)
|
|
Commercial and Industrial
(1)
|
|
Owner-occupied
Commercial
|
|
Commercial
Mortgages
|
|
Construction
|
|
Residential
(2)
|
|
Consumer
|
|
Total
|
||||||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
|
$
|
14,211
|
|
|
$
|
5,057
|
|
|
$
|
6,806
|
|
|
$
|
3,712
|
|
|
$
|
1,428
|
|
|
$
|
8,325
|
|
|
$
|
39,539
|
|
Charge-offs
|
|
(742
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(122
|
)
|
|
(684
|
)
|
|
(1,550
|
)
|
|||||||
Recoveries
|
|
358
|
|
|
3
|
|
|
29
|
|
|
1
|
|
|
(14
|
)
|
|
301
|
|
|
678
|
|
|||||||
Provision (credit)
|
|
7,123
|
|
|
(111
|
)
|
|
(156
|
)
|
|
331
|
|
|
51
|
|
|
257
|
|
|
7,495
|
|
|||||||
Provision (credit) for acquired loans
|
|
66
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
58
|
|
|
33
|
|
|
159
|
|
|||||||
Ending balance
|
|
$
|
21,016
|
|
|
$
|
4,949
|
|
|
$
|
6,679
|
|
|
$
|
4,044
|
|
|
$
|
1,401
|
|
|
$
|
8,232
|
|
|
$
|
46,321
|
|
Period-end allowance allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
|
$
|
4,588
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
367
|
|
|
$
|
533
|
|
|
$
|
166
|
|
|
$
|
5,654
|
|
Loans collectively evaluated for impairment
|
|
16,427
|
|
|
4,856
|
|
|
6,600
|
|
|
3,663
|
|
|
830
|
|
|
8,064
|
|
|
40,440
|
|
|||||||
Acquired loans evaluated for impairment
|
|
1
|
|
|
93
|
|
|
79
|
|
|
14
|
|
|
38
|
|
|
2
|
|
|
227
|
|
|||||||
Ending balance
|
|
$
|
21,016
|
|
|
$
|
4,949
|
|
|
$
|
6,679
|
|
|
$
|
4,044
|
|
|
$
|
1,401
|
|
|
$
|
8,232
|
|
|
$
|
46,321
|
|
Period-end loan balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
(3)
|
|
$
|
16,109
|
|
|
$
|
5,384
|
|
|
$
|
3,999
|
|
|
$
|
2,781
|
|
|
$
|
10,590
|
|
|
$
|
8,169
|
|
|
$
|
47,032
|
|
Loans collectively evaluated for impairment
|
|
1,415,689
|
|
|
1,198,337
|
|
|
753,911
|
|
|
347,035
|
|
|
130,499
|
|
|
824,684
|
|
|
4,670,155
|
|
|||||||
Acquired nonimpaired loans
|
|
782,160
|
|
|
105,154
|
|
|
1,575,527
|
|
|
225,245
|
|
|
949,804
|
|
|
295,450
|
|
|
3,933,340
|
|
|||||||
Acquired impaired loans
|
|
6,130
|
|
|
4,070
|
|
|
19,715
|
|
|
636
|
|
|
8,483
|
|
|
3,456
|
|
|
42,490
|
|
|||||||
Ending balance
(4)
|
|
$
|
2,220,088
|
|
|
$
|
1,312,945
|
|
|
$
|
2,353,152
|
|
|
$
|
575,697
|
|
|
$
|
1,099,376
|
|
|
$
|
1,131,759
|
|
|
$
|
8,693,017
|
|
(1)
|
Includes commercial small business leases.
|
(2)
|
Period-end loan balance excludes reverse mortgages at fair value of
$16.2 million
.
|
(3)
|
The difference between this amount and nonaccruing loans represents accruing troubled debt restructured loans of
$15.0 million
for the period ending
March 31, 2019
. Accruing troubled debt restructured loans are considered impaired loans.
|
(4)
|
Ending loan balances do not include net deferred fees.
|
(Dollars in thousands)
|
|
Commercial and Industrial
|
|
Owner -
occupied
Commercial
|
|
Commercial
Mortgages
|
|
Construction
|
|
Residential
(1)
|
|
Consumer
|
|
Total
|
||||||||||||||
Three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
|
$
|
16,732
|
|
|
$
|
5,422
|
|
|
$
|
5,891
|
|
|
$
|
2,861
|
|
|
$
|
1,798
|
|
|
$
|
7,895
|
|
|
$
|
40,599
|
|
Charge-offs
|
|
(3,360
|
)
|
|
(10
|
)
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
|
(3,880
|
)
|
|||||||
Recoveries
|
|
80
|
|
|
5
|
|
|
134
|
|
|
1
|
|
|
14
|
|
|
207
|
|
|
441
|
|
|||||||
Provision (credit)
|
|
2,650
|
|
|
(58
|
)
|
|
617
|
|
|
27
|
|
|
(129
|
)
|
|
548
|
|
|
3,655
|
|
|||||||
Provision for acquired loans
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(25
|
)
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Ending balance
|
|
$
|
16,102
|
|
|
$
|
5,359
|
|
|
$
|
6,617
|
|
|
$
|
2,864
|
|
|
$
|
1,680
|
|
|
$
|
8,188
|
|
|
$
|
40,810
|
|
Period-end allowance allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
|
|
$
|
2,632
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
643
|
|
|
$
|
186
|
|
|
$
|
3,461
|
|
Loans collectively evaluated for impairment
|
|
13,296
|
|
|
5,347
|
|
|
6,528
|
|
|
2,857
|
|
|
1,001
|
|
|
7,994
|
|
|
37,023
|
|
|||||||
Acquired loans evaluated for impairment
|
|
174
|
|
|
12
|
|
|
89
|
|
|
7
|
|
|
35
|
|
|
9
|
|
|
326
|
|
|||||||
Ending balance
|
|
$
|
16,102
|
|
|
$
|
5,359
|
|
|
$
|
6,617
|
|
|
$
|
2,864
|
|
|
$
|
1,679
|
|
|
$
|
8,189
|
|
|
$
|
40,810
|
|
Period-end loan balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans individually evaluated for impairment
(2)
|
|
$
|
16,993
|
|
|
$
|
4,342
|
|
|
$
|
5,946
|
|
|
$
|
6,490
|
|
|
$
|
12,861
|
|
|
$
|
7,677
|
|
|
$
|
54,309
|
|
Loans collectively evaluated for impairment
|
|
1,361,517
|
|
|
938,166
|
|
|
970,750
|
|
|
267,293
|
|
|
145,753
|
|
|
541,644
|
|
|
4,225,123
|
|
|||||||
Acquired nonimpaired loans
|
|
107,183
|
|
|
133,007
|
|
|
178,518
|
|
|
15,259
|
|
|
67,722
|
|
|
33,152
|
|
|
534,841
|
|
|||||||
Acquired impaired loans
|
|
3,870
|
|
|
5,147
|
|
|
9,210
|
|
|
901
|
|
|
777
|
|
|
249
|
|
|
20,154
|
|
|||||||
Ending balance
(3)
|
|
$
|
1,489,563
|
|
|
$
|
1,080,662
|
|
|
$
|
1,164,424
|
|
|
$
|
289,943
|
|
|
$
|
227,113
|
|
|
$
|
582,722
|
|
|
$
|
4,834,427
|
|
(1)
|
Period-end loan balance excludes reverse mortgages at fair value of
$20.0 million
.
|
(2)
|
The difference between this amount and nonaccruing loans represents accruing troubled debt restructured loans of
$20.2 million
for the period ending
March 31, 2018
. Accruing troubled debt restructured loans are considered impaired loans.
|
(3)
|
Ending loan balances do not include net deferred fees.
|
|
|
March 31, 2019
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
30–59 Days
Past Due
and
Still
Accruing
|
|
60–89 Days
Past Due and
Still
Accruing
|
|
Greater
Than
90 Days
Past Due and
Still Accruing
|
|
Total Past
Due
And Still
Accruing
|
|
Accruing
Current
Balances
|
|
Acquired
Impaired
Loans
|
|
Nonaccrual
Loans
|
|
Total
Loans
|
||||||||||||||||
Commercial and industrial
(1)
|
|
$
|
2,941
|
|
|
$
|
833
|
|
|
$
|
—
|
|
|
$
|
3,774
|
|
|
$
|
2,194,854
|
|
|
$
|
6,130
|
|
|
$
|
15,330
|
|
|
$
|
2,220,088
|
|
Owner-occupied commercial
|
|
3,109
|
|
|
—
|
|
|
—
|
|
|
3,109
|
|
|
1,300,383
|
|
|
4,070
|
|
|
5,383
|
|
|
1,312,945
|
|
||||||||
Commercial mortgages
|
|
5,848
|
|
|
114
|
|
|
—
|
|
|
5,962
|
|
|
2,323,606
|
|
|
19,715
|
|
|
3,869
|
|
|
2,353,152
|
|
||||||||
Construction
|
|
638
|
|
|
1,309
|
|
|
—
|
|
|
1,947
|
|
|
570,333
|
|
|
636
|
|
|
2,781
|
|
|
575,697
|
|
||||||||
Residential
(2)
|
|
11,404
|
|
|
1,751
|
|
|
739
|
|
|
13,894
|
|
|
1,074,517
|
|
|
8,483
|
|
|
2,482
|
|
|
1,099,376
|
|
||||||||
Consumer
|
|
10,470
|
|
|
6,017
|
|
|
12,237
|
|
|
28,724
|
|
|
1,097,386
|
|
|
3,456
|
|
|
2,193
|
|
|
1,131,759
|
|
||||||||
Total
(3)
|
|
$
|
34,410
|
|
|
$
|
10,024
|
|
|
$
|
12,976
|
|
|
$
|
57,410
|
|
|
$
|
8,561,079
|
|
|
$
|
42,490
|
|
|
$
|
32,038
|
|
|
$
|
8,693,017
|
|
% of Total Loans
|
|
0.40
|
%
|
|
0.11
|
%
|
|
0.15
|
%
|
|
0.66
|
%
|
|
98.48
|
%
|
|
0.49
|
%
|
|
0.37
|
%
|
|
100
|
%
|
(1)
|
Includes commercial small business leases.
|
(2)
|
Residential accruing current balances excludes reverse mortgages at fair value of
$16.2 million
.
|
(3)
|
The balances above include a total of
$3.9 billion
acquired non-impaired loans.
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
30–59 Days
Past Due
and
Still
Accruing
|
|
60–89 Days
Past Due
and
Still
Accruing
|
|
Greater
Than 90 Days Past Due and Still Accruing |
|
Total Past
Due And Still Accruing |
|
Accruing
Current
Balances
|
|
Acquired
Impaired
Loans
|
|
Nonaccrual
Loans
|
|
Total
Loans
|
||||||||||||||||
Commercial and industrial
|
|
$
|
3,653
|
|
|
$
|
993
|
|
|
$
|
71
|
|
|
$
|
4,717
|
|
|
$
|
1,452,185
|
|
|
$
|
1,531
|
|
|
$
|
14,056
|
|
|
$
|
1,472,489
|
|
Owner-occupied commercial
|
|
733
|
|
|
865
|
|
|
—
|
|
|
1,598
|
|
|
1,049,722
|
|
|
4,248
|
|
|
4,406
|
|
|
1,059,974
|
|
||||||||
Commercial mortgages
|
|
1,388
|
|
|
908
|
|
|
—
|
|
|
2,296
|
|
|
1,148,988
|
|
|
7,504
|
|
|
3,951
|
|
|
1,162,739
|
|
||||||||
Construction
|
|
157
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|
312,879
|
|
|
749
|
|
|
2,781
|
|
|
316,566
|
|
||||||||
Residential
(1)
|
|
1,970
|
|
|
345
|
|
|
660
|
|
|
2,975
|
|
|
194,960
|
|
|
761
|
|
|
2,854
|
|
|
201,550
|
|
||||||||
Consumer
|
|
525
|
|
|
971
|
|
|
104
|
|
|
1,600
|
|
|
677,182
|
|
|
151
|
|
|
2,006
|
|
|
680,939
|
|
||||||||
Total
(2)
|
|
$
|
8,426
|
|
|
$
|
4,082
|
|
|
$
|
835
|
|
|
$
|
13,343
|
|
|
$
|
4,835,916
|
|
|
$
|
14,944
|
|
|
$
|
30,054
|
|
|
$
|
4,894,257
|
|
% of Total Loans
|
|
0.17
|
%
|
|
0.08
|
%
|
|
0.02
|
%
|
|
0.27
|
%
|
|
98.81
|
%
|
|
0.31
|
%
|
|
0.61
|
%
|
|
100
|
%
|
(1)
|
Residential accruing current balances excludes reverse mortgages, at fair value of
$16.5 million
.
|
(2)
|
The balances above include a total of
$430.0 million
acquired non-impaired loans.
|
|
|
March 31, 2019
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
Ending
Loan
Balances
|
|
Loans with
No Related
Reserve
(1)
|
|
Loans with
Related
Reserve
(2)
|
|
Related Reserve
|
|
Contractual
Principal Balances
(2)
|
|
Average Loan Balances
|
||||||||||||
Commercial and industrial
|
|
$
|
16,114
|
|
|
$
|
10,200
|
|
|
$
|
5,914
|
|
|
$
|
4,590
|
|
|
$
|
22,775
|
|
|
$
|
17,539
|
|
Owner-occupied commercial
|
|
6,988
|
|
|
5,384
|
|
|
1,604
|
|
|
92
|
|
|
7,316
|
|
|
5,701
|
|
||||||
Commercial mortgages
|
|
5,579
|
|
|
3,999
|
|
|
1,580
|
|
|
79
|
|
|
15,321
|
|
|
7,034
|
|
||||||
Construction
|
|
3,432
|
|
|
—
|
|
|
3,432
|
|
|
382
|
|
|
4,970
|
|
|
4,519
|
|
||||||
Residential
|
|
10,892
|
|
|
6,877
|
|
|
4,015
|
|
|
571
|
|
|
13,136
|
|
|
11,932
|
|
||||||
Consumer
|
|
8,201
|
|
|
7,212
|
|
|
989
|
|
|
168
|
|
|
9,171
|
|
|
8,032
|
|
||||||
Total
|
|
$
|
51,206
|
|
|
$
|
33,672
|
|
|
$
|
17,534
|
|
|
$
|
5,882
|
|
|
$
|
72,689
|
|
|
$
|
54,757
|
|
(1)
|
Reflects loan balances at or written down to their remaining book balance.
|
(2)
|
The above includes acquired impaired loans totaling
$4.2 million
in the ending loan balance and
$4.6 million
in the contractual principal balance.
|
|
|
December 31, 2018
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
Ending
Loan
Balances
|
|
Loans with
No Related
Reserve (1) |
|
Loans with
Related
Reserve
(2)
|
|
Related
Reserve
|
|
Contractual
Principal
Balances
(2)
|
|
Average
Loan
Balances
|
||||||||||||
Commercial and industrial
|
|
$
|
14,841
|
|
|
$
|
8,625
|
|
|
$
|
6,216
|
|
|
$
|
878
|
|
|
$
|
22,365
|
|
|
$
|
18,484
|
|
Owner-occupied commercial
|
|
6,065
|
|
|
4,406
|
|
|
1,659
|
|
|
92
|
|
|
6,337
|
|
|
5,378
|
|
||||||
Commercial mortgages
|
|
5,679
|
|
|
4,083
|
|
|
1,596
|
|
|
79
|
|
|
15,372
|
|
|
7,438
|
|
||||||
Construction
|
|
3,530
|
|
|
—
|
|
|
3,530
|
|
|
458
|
|
|
5,082
|
|
|
5,091
|
|
||||||
Residential
|
|
11,321
|
|
|
6,442
|
|
|
4,879
|
|
|
581
|
|
|
13,771
|
|
|
12,589
|
|
||||||
Consumer
|
|
7,916
|
|
|
6,899
|
|
|
1,017
|
|
|
170
|
|
|
8,573
|
|
|
7,956
|
|
||||||
Total
|
|
$
|
49,352
|
|
|
$
|
30,455
|
|
|
$
|
18,897
|
|
|
$
|
2,258
|
|
|
$
|
71,500
|
|
|
$
|
56,936
|
|
(1)
|
Reflects loan balances at or written down to their remaining book balance.
|
(2)
|
The above includes acquired impaired loans totaling
$4.3 million
in the ending loan balance and
$4.8 million
in the contractual principal balance.
|
•
|
Pass
. These borrowers currently show no indication of deterioration or potential problems and their loans are considered fully collectible.
|
•
|
Special Mention.
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
. 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.
|
•
|
Doubtful
. Borrowers have well-defined weaknesses inherent in the Substandard category with 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. A doubtful asset has some pending event that may strengthen the asset that defers the loss classification. Such impending events include: perfecting liens on additional collateral, obtaining collateral valuations, an acquisition or liquidation preceding, proposed merger, or refinancing plan.
|
•
|
Loss
. Loans are uncollectible or of such negligible value that continuance as a bankable asset is not supportable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical to defer writing off this asset even though partial recovery may be recognized sometime in the future.
|
(1)
|
Includes commercial small business leases.
|
(2)
|
Table includes
$2.7 billion
of acquired non-impaired loans as of
March 31, 2019
.
|
(1)
|
Table includes
$350.5 million
of acquired non-impaired loans as of
December 31, 2018
.
|
|
|
Residential
(2)
|
|
Consumer
|
|
Total Residential and Consumer
(3)
|
||||||||||||||||||||||||
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||||
Nonperforming
(1)
|
|
$
|
10,590
|
|
|
$
|
11,017
|
|
|
$
|
8,169
|
|
|
$
|
7,883
|
|
|
$
|
18,759
|
|
|
1
|
%
|
|
$
|
18,900
|
|
|
2
|
%
|
Acquired impaired loans
|
|
8,483
|
|
|
761
|
|
|
3,456
|
|
|
151
|
|
|
11,939
|
|
|
—
|
%
|
|
912
|
|
|
—
|
%
|
||||||
Performing
|
|
1,080,303
|
|
|
189,772
|
|
|
1,120,134
|
|
|
672,905
|
|
|
2,200,437
|
|
|
99
|
%
|
|
862,677
|
|
|
98
|
%
|
||||||
Total
|
|
$
|
1,099,376
|
|
|
$
|
201,550
|
|
|
$
|
1,131,759
|
|
|
$
|
680,939
|
|
|
$
|
2,231,135
|
|
|
100
|
%
|
|
$
|
882,489
|
|
|
100
|
%
|
(1)
|
Includes
$14.1 million
as of
March 31, 2019
and
$14.0 million
as of
December 31, 2018
of troubled debt restructured mortgages and home equity installment loans that are performing in accordance with the loans’ modified terms and are accruing interest.
|
(2)
|
Residential performing loans excludes
$16.2 million
and
$16.5 million
of reverse mortgages at fair value as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(3)
|
Total includes
$1.2 billion
and
$79.5 million
in acquired non-impaired loans as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(Dollars in thousands)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Performing TDRs
|
|
$
|
14,995
|
|
|
$
|
14,953
|
|
Nonperforming TDRs
|
|
9,401
|
|
|
10,211
|
|
||
Total TDRs
|
|
$
|
24,396
|
|
|
$
|
25,164
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||||||||
|
|
Contractual payment reduction and term extension
|
|
Maturity Date Extension
|
|
Discharged in bankruptcy
|
|
Other
(1)
|
|
Total
|
|
Contractual payment reduction and term extension
|
|
Maturity Date Extension
|
|
Discharged in bankruptcy
|
|
Other
(1)
|
|
Total
|
||||||||||
Commercial and Industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Owner-occupied commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial Mortgages
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Residential
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
4
|
|
Total
|
|
1
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
7
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
6
|
|
(1)
|
Other includes underwriting exceptions.
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
(Dollars in thousands)
|
|
Pre Modification
|
|
Post Modification
|
|
Pre Modification
|
|
Post Modification
|
||||||||
Commercial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Owner-occupied commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial mortgages
|
|
31
|
|
|
31
|
|
|
458
|
|
|
458
|
|
||||
Construction
|
|
—
|
|
|
—
|
|
|
920
|
|
|
920
|
|
||||
Residential
|
|
102
|
|
|
102
|
|
|
—
|
|
|
—
|
|
||||
Consumer
|
|
868
|
|
|
868
|
|
|
262
|
|
|
262
|
|
||||
Total
|
|
$
|
1,001
|
|
|
$
|
1,001
|
|
|
$
|
1,640
|
|
|
$
|
1,640
|
|
|
|
|
|
Three months ended
|
||
(Dollars in thousands)
|
|
Classification
|
|
March 31, 2019
|
||
Operating lease cost
(1)
|
|
Occupancy expense
|
|
$
|
5,724
|
|
Sublease income
|
|
|
|
(101
|
)
|
|
Net lease cost
|
|
|
|
$
|
5,623
|
|
(1)
|
Includes variable lease cost and short-term lease cost.
|
(Dollars in thousands)
|
|
Classification
|
|
March 31, 2019
|
||
Assets
|
|
|
|
|
||
Operating right of use assets
|
|
Other assets
|
|
$
|
180,274
|
|
Total assets
|
|
|
|
180,274
|
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Operating lease liabilities
|
|
Other liabilities
|
|
$
|
187,847
|
|
Total liabilities
|
|
|
|
187,847
|
|
|
|
|
|
|
|
||
Lease term and discount rate
|
|
|
|
|
||
|
|
|
|
March 31, 2019
|
||
Weighted average remaining lease term (in years)
|
|
|
|
|
||
Operating leases
|
|
|
|
19.88
|
|
|
Weighted average discount rate
|
|
|
|
|
||
Operating leases
|
|
|
|
4.26
|
%
|
(Dollars in thousands)
|
|
Operating leases
|
||
2019
|
|
$
|
18,427
|
|
2020
|
|
16,684
|
|
|
2021
|
|
16,355
|
|
|
2022
|
|
16,335
|
|
|
2023
|
|
16,495
|
|
|
After 2023
|
|
212,539
|
|
|
Total lease payments
|
|
296,835
|
|
|
Less: Interest
|
|
(108,988
|
)
|
|
Present value of lease liabilities
|
|
187,847
|
|
|
|
March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
3,387
|
|
Right of use assets obtained in exchange for new operating lease liabilities
|
|
$
|
61,693
|
|
|
|
March 31, 2019
|
||
Direct financing leases:
|
|
|
||
Interest income on lease receivable
|
|
$
|
669
|
|
Interest income on deferred fees and costs
|
|
57
|
|
|
Total direct financing lease income
|
|
$
|
726
|
|
|
|
March 31, 2019
|
||
Lease receivables
|
|
$
|
160,594
|
|
Unearned income
|
|
(15,921
|
)
|
|
Deferred fees and costs
|
|
(15
|
)
|
|
Net investment in direct financing leases
|
|
$
|
144,658
|
|
(Dollars in thousands)
|
|
Direct financing leases
|
||
2019
|
|
$
|
43,390
|
|
2020
|
|
47,122
|
|
|
2021
|
|
34,519
|
|
|
2022
|
|
21,458
|
|
|
2023
|
|
11,396
|
|
|
After 2023
|
|
2,709
|
|
|
Total lease payments
|
|
$
|
160,594
|
|
(Dollars in thousands)
|
WSFS
Bank
|
|
Cash
Connect
|
|
Wealth
Management
|
|
Consolidated
Company
|
||||||||
December 31, 2018
|
$
|
145,808
|
|
|
$
|
—
|
|
|
$
|
20,199
|
|
|
$
|
166,007
|
|
Goodwill from business combinations
|
309,486
|
|
|
—
|
|
|
—
|
|
|
309,486
|
|
||||
March 31, 2019
|
$
|
455,294
|
|
|
$
|
—
|
|
|
$
|
20,199
|
|
|
$
|
475,493
|
|
(Dollars in thousands)
|
Gross
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net
Intangible
Assets
|
|
Amortization Period
|
||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||
Core deposits
|
$
|
95,711
|
|
|
$
|
(6,235
|
)
|
|
$
|
89,476
|
|
|
10 years
|
Customer relationships
|
17,561
|
|
|
(6,215
|
)
|
|
11,346
|
|
|
7-15 years
|
|||
Non-compete agreements
|
221
|
|
|
(113
|
)
|
|
108
|
|
|
5 years
|
|||
Loan servicing rights
|
5,177
|
|
|
(1,337
|
)
|
|
3,840
|
|
|
10-30 years
|
|||
Total intangible assets
|
$
|
118,670
|
|
|
$
|
(13,900
|
)
|
|
$
|
104,770
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||
Core deposits
|
$
|
10,658
|
|
|
$
|
(5,285
|
)
|
|
$
|
5,373
|
|
|
10 years
|
Customer relationships
|
17,561
|
|
|
(5,815
|
)
|
|
11,746
|
|
|
7-15 years
|
|||
Non-compete agreements
|
221
|
|
|
(101
|
)
|
|
120
|
|
|
5 years
|
|||
Loan servicing rights
|
2,652
|
|
|
(1,301
|
)
|
|
1,351
|
|
|
10-30 years
|
|||
Favorable lease asset
(1)
|
1,932
|
|
|
(506
|
)
|
|
1,426
|
|
|
10 months-18 years
|
|||
Total intangible assets
|
$
|
33,024
|
|
|
$
|
(13,008
|
)
|
|
$
|
20,016
|
|
|
|
(1)
|
The favorable lease asset was fully amortized and written off during the three months ended March 31, 2019 as a result of our adoption of ASU 2016-01. See Note
2
for further information.
|
(Dollars in thousands)
|
Amortization
of Intangibles
|
||
Remaining in 2019
|
$
|
9,779
|
|
2020
|
10,981
|
|
|
2021
|
10,655
|
|
|
2022
|
10,592
|
|
|
2023
|
10,564
|
|
|
Thereafter
|
52,199
|
|
|
Total
|
$
|
104,770
|
|
(Dollars in thousands)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Noninterest-bearing:
|
|
|
|
|
||||||
|
Noninterest demand
|
|
$
|
2,191,321
|
|
|
$
|
1,626,252
|
|
|
|
|
Total noninterest-bearing
|
|
$
|
2,191,321
|
|
|
$
|
1,626,252
|
|
|
|
|
|
|
|
|
||||
Interest-bearing:
|
|
|
|
|
||||||
|
Interest-bearing demand
|
|
$
|
2,069,393
|
|
|
$
|
1,062,228
|
|
|
|
Savings
|
|
1,721,417
|
|
|
538,213
|
|
|||
|
Money market
|
|
1,900,223
|
|
|
1,542,962
|
|
|||
|
Customer time deposits
|
|
1,475,695
|
|
|
672,942
|
|
|||
|
Brokered deposits
|
|
315,655
|
|
|
197,834
|
|
|||
|
|
Total interest-bearing
|
|
7,482,383
|
|
|
4,014,179
|
|
||
|
|
Total deposits
|
|
$
|
9,673,704
|
|
|
$
|
5,640,431
|
|
|
|
Three months ended March 31,
|
||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
||||
Service cost
|
|
$
|
13
|
|
|
$
|
15
|
|
Interest cost
|
|
19
|
|
|
17
|
|
||
Prior service cost amortization
|
|
(19
|
)
|
|
(19
|
)
|
||
Net gain recognition
|
|
(15
|
)
|
|
(11
|
)
|
||
Net periodic benefit cost
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
|
Three months ended March 31,
|
||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
||||
Service cost
|
|
$
|
10
|
|
|
$
|
10
|
|
Interest cost
|
|
69
|
|
|
73
|
|
||
Expected return on plan assets
|
|
(147
|
)
|
|
(135
|
)
|
||
Prior service cost amortization
|
|
—
|
|
|
—
|
|
||
Net gain recognition
|
|
—
|
|
|
—
|
|
||
Net periodic benefit cost
|
|
$
|
(68
|
)
|
|
$
|
(52
|
)
|
|
|
One month ended March 31, 2019
|
||||||
(Dollars in thousands)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Service cost
|
|
$
|
—
|
|
|
$
|
8
|
|
Interest cost
|
|
286
|
|
|
59
|
|
||
Expected return on plan assets
|
|
(481
|
)
|
|
—
|
|
||
Prior service cost amortization
|
|
—
|
|
|
—
|
|
||
Net gain recognition
|
|
—
|
|
|
—
|
|
||
Net periodic benefit cost
|
|
$
|
(195
|
)
|
|
$
|
67
|
|
|
March 31, 2019
|
|
Expected term (in years)
|
5.5
|
|
Volatility
|
23.6
|
%
|
Weighted-average risk-free interest rate
|
2.50
|
%
|
Dividend yield
|
1.02
|
%
|
•
|
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.
|
|
|
March 31, 2019
|
||||||||||||||
(Dollars in thousands)
|
|
Quoted
Prices in
Active
Markets for
Identical
Asset
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
|
||||||||
Assets measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
CMO
|
|
$
|
—
|
|
|
$
|
395,180
|
|
|
$
|
—
|
|
|
$
|
395,180
|
|
FNMA MBS
|
|
—
|
|
|
877,773
|
|
|
—
|
|
|
877,773
|
|
||||
FHLMC MBS
|
|
—
|
|
|
214,932
|
|
|
—
|
|
|
214,932
|
|
||||
GNMA MBS
|
|
—
|
|
|
35,311
|
|
|
—
|
|
|
35,311
|
|
||||
Other assets
|
|
—
|
|
|
4,020
|
|
|
—
|
|
|
4,020
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
—
|
|
|
$
|
1,527,216
|
|
|
$
|
—
|
|
|
$
|
1,527,216
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities
|
|
$
|
—
|
|
|
$
|
5,315
|
|
|
$
|
—
|
|
|
$
|
5,315
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at fair value on a nonrecurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Other investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,450
|
|
|
$
|
48,450
|
|
Other real estate owned
|
|
—
|
|
|
—
|
|
|
2,233
|
|
|
2,233
|
|
||||
Loans held for sale
|
|
—
|
|
|
33,893
|
|
|
—
|
|
|
33,893
|
|
||||
Impaired loans, net
|
|
—
|
|
|
—
|
|
|
45,324
|
|
|
45,324
|
|
||||
Total assets measured at fair value on a nonrecurring basis
|
|
$
|
—
|
|
|
$
|
33,893
|
|
|
$
|
96,007
|
|
|
$
|
129,900
|
|
|
|
December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
|
Quoted
Prices in
Active
Markets for
Identical
Asset
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
|
||||||||
Assets measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
CMO
|
|
$
|
—
|
|
|
$
|
371,750
|
|
|
$
|
—
|
|
|
$
|
371,750
|
|
FNMA MBS
|
|
—
|
|
|
644,073
|
|
|
—
|
|
|
644,073
|
|
||||
FHLMC MBS
|
|
—
|
|
|
153,922
|
|
|
—
|
|
|
153,922
|
|
||||
GNMA MBS
|
|
—
|
|
|
35,334
|
|
|
—
|
|
|
35,334
|
|
||||
Other assets
|
|
—
|
|
|
2,098
|
|
|
—
|
|
|
2,098
|
|
||||
Total assets measured at fair value on a recurring basis
|
|
$
|
—
|
|
|
$
|
1,207,177
|
|
|
$
|
—
|
|
|
$
|
1,207,177
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities
|
|
$
|
—
|
|
|
$
|
3,493
|
|
|
$
|
—
|
|
|
$
|
3,493
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at fair value on a nonrecurring basis
|
|
|
|
|
|
|
|
|
||||||||
Other investments
|
|
—
|
|
|
—
|
|
|
37,233
|
|
|
37,233
|
|
||||
Other real estate owned
|
|
—
|
|
|
—
|
|
|
2,668
|
|
|
2,668
|
|
||||
Loans held for sale
|
|
—
|
|
|
25,318
|
|
|
—
|
|
|
25,318
|
|
||||
Impaired loans, net
|
|
—
|
|
|
—
|
|
|
47,094
|
|
|
47,094
|
|
||||
Total assets measured at fair value on a nonrecurring basis
|
|
$
|
—
|
|
|
$
|
25,318
|
|
|
$
|
86,995
|
|
|
$
|
112,313
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(Dollars in thousands)
|
|
Fair Value
Measurement
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
Level 1
|
|
$
|
647,812
|
|
|
$
|
647,812
|
|
|
$
|
620,757
|
|
|
$
|
620,757
|
|
Investment securities available for sale
|
|
See previous table
|
|
1,523,196
|
|
|
1,523,196
|
|
|
1,205,079
|
|
|
1,205,079
|
|
||||
Investment securities held to maturity
|
|
Level 2
|
|
148,190
|
|
|
149,732
|
|
|
149,950
|
|
|
149,431
|
|
||||
Other investments
|
|
Level 3
|
|
48,450
|
|
|
48,450
|
|
|
37,233
|
|
|
37,233
|
|
||||
Loans, held for sale
|
|
Level 2
|
|
33,893
|
|
|
33,893
|
|
|
25,318
|
|
|
25,318
|
|
||||
Loans, net
(1)(2)
|
|
Level 3
|
|
8,610,280
|
|
|
8,672,826
|
|
|
4,816,825
|
|
|
4,772,377
|
|
||||
Impaired loans, net
|
|
Level 3
|
|
45,324
|
|
|
45,324
|
|
|
47,094
|
|
|
47,094
|
|
||||
Stock in FHLB of Pittsburgh
|
|
Level 2
|
|
12,429
|
|
|
12,429
|
|
|
19,259
|
|
|
19,259
|
|
||||
Accrued interest receivable
|
|
Level 2
|
|
40,441
|
|
|
40,441
|
|
|
22,001
|
|
|
22,001
|
|
||||
Other assets
|
|
Level 2
|
|
4,020
|
|
|
4,020
|
|
|
2,098
|
|
|
2,098
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
Level 2
|
|
9,673,704
|
|
|
9,737,150
|
|
|
5,640,431
|
|
|
5,597,227
|
|
||||
Borrowed funds
|
|
Level 2
|
|
406,368
|
|
|
219,430
|
|
|
699,788
|
|
|
694,526
|
|
||||
Standby letters of credit
|
|
Level 3
|
|
410
|
|
|
410
|
|
|
495
|
|
|
495
|
|
||||
Accrued interest payable
|
|
Level 2
|
|
6,331
|
|
|
6,331
|
|
|
1,900
|
|
|
1,900
|
|
||||
Other liabilities
|
|
Level 2
|
|
5,315
|
|
|
5,315
|
|
|
3,493
|
|
|
3,493
|
|
|
Fair Values of Derivative Instruments
|
|||||||||||
(Dollars in thousands)
|
|
Count
|
|
Notional
|
|
Balance Sheet Location
|
|
Derivatives
(Fair Value)
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate products
|
|
3
|
|
$
|
75,000
|
|
|
Other Liabilities
|
|
$
|
(2,400
|
)
|
Total
|
|
|
|
$
|
75,000
|
|
|
|
|
$
|
(2,400
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate products
|
|
|
|
$
|
81,583
|
|
|
Other Assets
|
|
$
|
2,610
|
|
Interest rate products
|
|
|
|
81,583
|
|
|
Other Liabilities
|
|
(2,706
|
)
|
||
Risk participation agreements
|
|
|
|
7,758
|
|
|
Other Liabilities
|
|
(4
|
)
|
||
Interest rate lock commitments with customers
|
|
|
|
75,760
|
|
|
Other Assets
|
|
1,288
|
|
||
Interest rate lock commitments with customers
|
|
|
|
5,169
|
|
|
Other Liabilities
|
|
(12
|
)
|
||
Forward sale commitments
|
|
|
|
27,180
|
|
|
Other Assets
|
|
122
|
|
||
Forward sale commitments
|
|
|
|
48,698
|
|
|
Other Liabilities
|
|
(193
|
)
|
||
Total
|
|
|
|
$
|
327,731
|
|
|
|
|
$
|
1,105
|
|
Total derivatives
|
|
|
|
$
|
402,731
|
|
|
|
|
$
|
(1,295
|
)
|
|
|
Amount of (Loss) or Gain Recognized in OCI on Derivative (Effective Portion)
|
|
Location of (Loss) or Gain Reclassified from Accumulated OCI into Income (Effective Portion)
|
||||||
(Dollars in thousands)
|
|
Three Months Ended March 31,
|
|
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2019
|
|
2018
|
|
|
||||
Interest Rate Products
|
|
$
|
630
|
|
|
$
|
(764
|
)
|
|
Interest income
|
Total
|
|
$
|
630
|
|
|
$
|
(764
|
)
|
|
|
|
|
|
|
|
||||||
|
|
Amount of Gain or (Loss) Recognized in Income
|
|
Location of Gain or (Loss) Recognized in Income
|
||||||
(Dollars in thousands)
|
|
Three Months Ended March 31,
|
|
|
||||||
Derivatives Not Designated as a Hedging Instrument
|
|
2019
|
|
2018
|
|
|
||||
Interest Rate Lock Commitments
|
|
$
|
632
|
|
|
$
|
1,100
|
|
|
Mortgage banking activities, net
|
Forward Sale Commitments
|
|
(234
|
)
|
|
$
|
(83
|
)
|
|
Mortgage banking activities, net
|
|
Total
|
|
$
|
398
|
|
|
$
|
1,017
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
WSFS Bank
|
|
Cash
Connect ® |
|
Wealth
Management
|
|
Total
|
|
WSFS Bank
|
|
Cash
Connect ® |
|
Wealth
Management |
|
Total
|
||||||||||||||||
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
External customer revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
|
$
|
96,946
|
|
|
$
|
—
|
|
|
$
|
2,631
|
|
|
$
|
99,577
|
|
|
$
|
65,290
|
|
|
$
|
—
|
|
|
$
|
2,323
|
|
|
$
|
67,613
|
|
Noninterest income
|
|
17,264
|
|
|
12,402
|
|
|
11,456
|
|
|
41,122
|
|
|
26,606
|
|
|
11,353
|
|
|
9,508
|
|
|
47,467
|
|
||||||||
Total external customer revenues
|
|
114,210
|
|
|
12,402
|
|
|
14,087
|
|
|
140,699
|
|
|
91,896
|
|
|
11,353
|
|
|
11,831
|
|
|
115,080
|
|
||||||||
Inter-segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
|
3,792
|
|
|
—
|
|
|
4,005
|
|
|
7,797
|
|
|
2,968
|
|
|
—
|
|
|
2,363
|
|
|
5,331
|
|
||||||||
Noninterest income
|
|
1,883
|
|
|
177
|
|
|
186
|
|
|
2,246
|
|
|
2,108
|
|
|
181
|
|
|
34
|
|
|
2,323
|
|
||||||||
Total inter-segment revenues
|
|
5,675
|
|
|
177
|
|
|
4,191
|
|
|
10,043
|
|
|
5,076
|
|
|
181
|
|
|
2,397
|
|
|
7,654
|
|
||||||||
Total revenue
|
|
119,885
|
|
|
12,579
|
|
|
18,278
|
|
|
150,742
|
|
|
96,972
|
|
|
11,534
|
|
|
14,228
|
|
|
122,734
|
|
||||||||
External customer expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest expense
|
|
15,136
|
|
|
—
|
|
|
1,127
|
|
|
16,263
|
|
|
9,503
|
|
|
—
|
|
|
396
|
|
|
9,899
|
|
||||||||
Noninterest expenses
|
|
82,577
|
|
|
8,030
|
|
|
6,985
|
|
|
97,592
|
|
|
39,435
|
|
|
7,319
|
|
|
6,658
|
|
|
53,412
|
|
||||||||
Provision for loan losses
|
|
7,286
|
|
|
—
|
|
|
368
|
|
|
7,654
|
|
|
3,661
|
|
|
—
|
|
|
(11
|
)
|
|
3,650
|
|
||||||||
Total external customer expenses
|
|
104,999
|
|
|
8,030
|
|
|
8,480
|
|
|
121,509
|
|
|
52,599
|
|
|
7,319
|
|
|
7,043
|
|
|
66,961
|
|
||||||||
Inter-segment expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest expense
|
|
4,005
|
|
|
2,558
|
|
|
1,234
|
|
|
7,797
|
|
|
2,363
|
|
|
2,059
|
|
|
909
|
|
|
5,331
|
|
||||||||
Noninterest expenses
|
|
363
|
|
|
545
|
|
|
1,338
|
|
|
2,246
|
|
|
215
|
|
|
672
|
|
|
1,436
|
|
|
2,323
|
|
||||||||
Total inter-segment expenses
|
|
4,368
|
|
|
3,103
|
|
|
2,572
|
|
|
10,043
|
|
|
2,578
|
|
|
2,731
|
|
|
2,345
|
|
|
7,654
|
|
||||||||
Total expenses
|
|
109,367
|
|
|
11,133
|
|
|
11,052
|
|
|
131,552
|
|
|
55,177
|
|
|
10,050
|
|
|
9,388
|
|
|
74,615
|
|
||||||||
Income before taxes
|
|
$
|
10,518
|
|
|
$
|
1,446
|
|
|
$
|
7,226
|
|
|
$
|
19,190
|
|
|
$
|
41,795
|
|
|
$
|
1,484
|
|
|
$
|
4,840
|
|
|
$
|
48,119
|
|
Income tax provision
|
|
|
|
|
|
|
|
6,260
|
|
|
|
|
|
|
|
|
10,769
|
|
||||||||||||||
Consolidated net income
|
|
|
|
|
|
|
|
12,930
|
|
|
|
|
|
|
|
|
37,350
|
|
||||||||||||||
Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
(93
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Net income attributable to WSFS
|
|
|
|
|
|
|
|
13,023
|
|
|
|
|
|
|
|
|
37,350
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
WSFS Bank
|
|
Cash
Connect ® |
|
Wealth
Management |
|
Total
|
|
WSFS Bank
|
|
Cash
Connect ® |
|
Wealth
Management
|
|
Total
|
||||||||||||||||
Statements of Financial Condition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
178,195
|
|
|
$
|
462,345
|
|
|
$
|
7,272
|
|
|
$
|
647,812
|
|
|
$
|
115,147
|
|
|
$
|
491,863
|
|
|
$
|
13,747
|
|
|
$
|
620,757
|
|
Goodwill
|
|
455,294
|
|
|
—
|
|
|
20,199
|
|
|
475,493
|
|
|
145,808
|
|
|
—
|
|
|
20,199
|
|
|
166,007
|
|
||||||||
Other segment assets
|
|
10,831,733
|
|
|
6,469
|
|
|
222,910
|
|
|
11,061,112
|
|
|
6,225,820
|
|
|
7,743
|
|
|
228,543
|
|
|
6,462,106
|
|
||||||||
Total segment assets
|
|
$
|
11,465,222
|
|
|
$
|
468,814
|
|
|
$
|
250,381
|
|
|
$
|
12,184,417
|
|
|
$
|
6,486,775
|
|
|
$
|
499,606
|
|
|
$
|
262,489
|
|
|
$
|
7,248,870
|
|
Capital expenditures
|
|
$
|
3,669
|
|
|
$
|
11
|
|
|
$
|
8
|
|
|
$
|
3,688
|
|
|
$
|
4,779
|
|
|
$
|
375
|
|
|
$
|
344
|
|
|
$
|
5,498
|
|
(Dollars in thousands)
|
|
Net change in
investment
securities
available for sale
|
|
Net change
in investment securities
held to
maturity
|
|
Net
change in
defined
benefit
plan
|
|
Net change in
fair value of
derivatives
used for cash
flow hedges
|
|
Total
|
||||||||||
Balance, December 31, 2018
|
|
$
|
(14,553
|
)
|
|
$
|
779
|
|
|
$
|
834
|
|
|
$
|
(2,454
|
)
|
|
$
|
(15,394
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
17,265
|
|
|
(2
|
)
|
|
(99
|
)
|
|
630
|
|
|
17,794
|
|
|||||
Less: Amounts reclassified from accumulated other comprehensive (loss) income
|
|
(11
|
)
|
|
(91
|
)
|
|
(42
|
)
|
|
—
|
|
|
(144
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
|
17,254
|
|
|
(93
|
)
|
|
(141
|
)
|
|
630
|
|
|
17,650
|
|
|||||
Balance, March 31, 2019
|
|
$
|
2,701
|
|
|
$
|
686
|
|
|
$
|
693
|
|
|
$
|
(1,824
|
)
|
|
$
|
2,256
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2017
|
|
$
|
(7,842
|
)
|
|
$
|
1,223
|
|
|
$
|
865
|
|
|
$
|
(2,398
|
)
|
|
$
|
(8,152
|
)
|
Other comprehensive income before reclassifications
|
|
(11,827
|
)
|
|
—
|
|
|
—
|
|
|
(765
|
)
|
|
(12,592
|
)
|
|||||
Less: Amounts reclassified from accumulated other comprehensive income (loss)
|
|
(16
|
)
|
|
(119
|
)
|
|
59
|
|
|
—
|
|
|
(76
|
)
|
|||||
Net current-period other comprehensive (loss) income
|
|
(11,843
|
)
|
|
(119
|
)
|
|
59
|
|
|
(765
|
)
|
|
(12,668
|
)
|
|||||
Balance, March 31, 2018
|
|
$
|
(19,685
|
)
|
|
$
|
1,104
|
|
|
$
|
924
|
|
|
$
|
(3,163
|
)
|
|
$
|
(20,820
|
)
|
|
|
Three Months Ended March 31,
|
|
Affected line item in unaudited Consolidated Statements of Income
|
||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
|||||
Securities available for sale:
|
|
|
|
|
|
|
||||
Realized gains on securities transactions
|
|
$
|
(15
|
)
|
|
$
|
(21
|
)
|
|
Securities gains, net
|
Income taxes
|
|
4
|
|
|
5
|
|
|
Income tax provision
|
||
Net of tax
|
|
$
|
(11
|
)
|
|
$
|
(16
|
)
|
|
|
Net unrealized holding gains on securities transferred between available-for-sale and held-to-maturity:
|
|
|
|
|
|
|
||||
Amortization of net unrealized gains to income during the period
|
|
$
|
(120
|
)
|
|
$
|
(156
|
)
|
|
Interest and dividends on investment securities
|
Income taxes
|
|
29
|
|
|
37
|
|
|
Income tax provision
|
||
Net of tax
|
|
$
|
(91
|
)
|
|
$
|
(119
|
)
|
|
|
Amortization of Defined Benefit Pension items:
|
|
|
|
|
|
|
||||
Prior service costs (credits)
(1)
|
|
$
|
(19
|
)
|
|
$
|
59
|
|
|
|
Actuarial gains
|
|
(15
|
)
|
|
(11
|
)
|
|
|
||
Total before tax
|
|
$
|
(34
|
)
|
|
$
|
48
|
|
|
Salaries, benefits and other compensation
|
Income taxes
|
|
(8
|
)
|
|
11
|
|
|
Income tax provision
|
||
Net of tax
|
|
(42
|
)
|
|
59
|
|
|
|
||
Total reclassifications
|
|
$
|
(144
|
)
|
|
$
|
(76
|
)
|
|
|
(1)
|
Prior service costs balance for the three months ended March 31, 2018 includes a tax true-up adjustment of
$0.1 million
. Note that the tax true-up was made to the deferred tax asset with an offset to AOCI and does not affect the actual net periodic benefit costs of the pension plan.
|
|
|
Consolidated
Capital
|
|
For Capital
Adequacy Purposes
|
|
To be Well-Capitalized
Under Prompt Corrective
Action Provisions
|
|||||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Total Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wilmington Savings Fund Society, FSB
|
|
$
|
1,240,417
|
|
|
12.20
|
%
|
|
$
|
813,446
|
|
|
8.00
|
%
|
|
$
|
1,016,808
|
|
|
10.00
|
%
|
WSFS Financial Corporation
|
|
1,343,969
|
|
|
13.12
|
%
|
|
819,482
|
|
|
8.00
|
%
|
|
1,024,353
|
|
|
10.00
|
%
|
|||
Tier 1 Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wilmington Savings Fund Society, FSB
|
|
1,192,798
|
|
|
11.73
|
%
|
|
610,085
|
|
|
6.00
|
%
|
|
813,446
|
|
|
8.00
|
%
|
|||
WSFS Financial Corporation
|
|
1,296,351
|
|
|
12.66
|
%
|
|
614,612
|
|
|
6.00
|
%
|
|
819,482
|
|
|
8.00
|
%
|
|||
Common Equity Tier 1 Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wilmington Savings Fund Society, FSB
|
|
1,192,798
|
|
|
11.73
|
%
|
|
457,564
|
|
|
4.50
|
%
|
|
660,925
|
|
|
6.50
|
%
|
|||
WSFS Financial Corporation
|
|
1,231,351
|
|
|
12.02
|
%
|
|
460,959
|
|
|
4.50
|
%
|
|
665,829
|
|
|
6.50
|
%
|
|||
Tier 1 Leverage Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wilmington Savings Fund Society, FSB
|
|
1,192,798
|
|
|
14.00
|
%
|
|
340,831
|
|
|
4.00
|
%
|
|
426,039
|
|
|
5.00
|
%
|
|||
WSFS Financial Corporation
|
|
1,296,351
|
|
|
15.15
|
%
|
|
342,192
|
|
|
4.00
|
%
|
|
427,740
|
|
|
5.00
|
%
|
(Dollars in thousands)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Nonaccruing loans:
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
15,330
|
|
|
$
|
14,056
|
|
Owner-occupied commercial
|
|
5,383
|
|
|
4,406
|
|
||
Commercial mortgages
|
|
3,869
|
|
|
3,951
|
|
||
Construction
|
|
2,781
|
|
|
2,781
|
|
||
Residential mortgages
|
|
2,482
|
|
|
2,854
|
|
||
Consumer
|
|
2,193
|
|
|
2,006
|
|
||
Total nonaccruing loans
|
|
32,038
|
|
|
30,054
|
|
||
Other real estate owned
|
|
2,233
|
|
|
2,668
|
|
||
Restructured loans
(1)
|
|
14,995
|
|
|
14,953
|
|
||
Total nonperforming assets
|
|
$
|
49,266
|
|
|
$
|
47,675
|
|
Past due loans:
|
|
|
|
|
||||
Commercial
|
|
$
|
—
|
|
|
$
|
71
|
|
Residential mortgages
|
|
739
|
|
|
660
|
|
||
Consumer
(2)
|
|
12,237
|
|
|
104
|
|
||
Total past due loans
|
|
$
|
12,976
|
|
|
$
|
835
|
|
Ratio of allowance for loan losses to total gross loans
(3)
|
|
0.53
|
%
|
|
0.81
|
%
|
||
Ratio of allowance for loan losses to total gross loans (excluding acquired loans)
|
|
1.05
|
|
|
0.89
|
|
||
Ratio of nonaccruing loans to total gross loans
(3)
|
|
0.37
|
|
|
0.62
|
|
||
Ratio of nonperforming assets to total assets
|
|
0.40
|
|
|
0.66
|
|
||
Ratio of allowance for loan losses to nonaccruing loans
|
|
145
|
|
|
132
|
|
||
Ratio of allowance for loan losses to total nonperforming assets
(4)
|
|
94
|
|
|
83
|
|
(1)
|
Accruing loans only, which includes acquired nonimpaired loans. Nonaccruing Troubled Debt Restructurings (TDRs) are included in their respective categories of nonaccruing loans.
|
(2)
|
Includes U.S. government guaranteed student loans with little risk of credit loss
|
(3)
|
Total loans exclude loans held for sale and reverse mortgages.
|
(4)
|
Excludes acquired impaired loans.
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
47,675
|
|
|
$
|
59,000
|
|
Additions
|
|
5,485
|
|
|
4,585
|
|
||
Collections
|
|
(2,627
|
)
|
|
(3,076
|
)
|
||
Transfers to accrual
|
|
(203
|
)
|
|
(9
|
)
|
||
Charge-offs
|
|
(1,064
|
)
|
|
(3,625
|
)
|
||
Ending balance
|
|
$
|
49,266
|
|
|
$
|
56,875
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
% Change in Interest Rate (Basis Points)
|
|
% Change in Net
Interest Margin
(1)
|
|
Economic Value of Equity
(2)
|
|
% Change in Net
Interest Margin
(1)
|
|
Economic Value of Equity
(2)
|
+300
|
|
4.0%
|
|
18.74%
|
|
8.0%
|
|
16.93%
|
+200
|
|
2.8%
|
|
19.08%
|
|
5.0%
|
|
17.19%
|
+100
|
|
1.5%
|
|
19.29%
|
|
3.0%
|
|
17.26%
|
+50
|
|
0.8%
|
|
19.39%
|
|
1.3%
|
|
17.25%
|
+25
|
|
0.4%
|
|
19.41%
|
|
0.7%
|
|
17.24%
|
—
|
|
—%
|
|
19.41%
|
|
—%
|
|
17.21%
|
-25
|
|
(0.4)%
|
|
19.38%
|
|
(0.7)%
|
|
17.16%
|
-50
|
|
(1.0)%
|
|
19.33%
|
|
(1.5)%
|
|
17.09%
|
-100
|
|
(2.9)%
|
|
19.06%
|
|
(4.0)%
|
|
16.82%
|
-200
(3)
|
|
(8.1)%
|
|
18.00%
|
|
(9.0)%
|
|
15.87%
|
-300
(3)
|
|
NMF
|
|
NMF
|
|
NMF
|
|
NMF
|
(1)
|
The percentage difference between net interest margin in a stable interest rate environment and net interest margin as projected under the various rate change environments.
|
(2)
|
The economic value of equity ratio of the Company in a stable interest rate environment and the economic value of equity ratio as projected under the various rate change environments.
|
(3)
|
Sensitivity indicated by a decrease of 300 basis points is not deemed meaningful (NMF) given the low absolute level of interest rates in the periods presented.
|
|
|
Three months ended March 31,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
(Dollars in thousands)
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate
(1)
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Rate
(1)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate loans
|
|
$
|
1,970,030
|
|
|
$
|
26,604
|
|
|
5.48
|
%
|
|
$
|
1,440,607
|
|
|
$
|
18,165
|
|
|
5.11
|
%
|
Residential real estate loans
|
|
528,686
|
|
|
7,601
|
|
|
5.75
|
|
|
247,975
|
|
|
3,832
|
|
|
6.18
|
|
||||
Commercial loans
|
|
2,854,458
|
|
|
41,146
|
|
|
5.86
|
|
|
2,562,207
|
|
|
31,209
|
|
|
4.96
|
|
||||
Consumer loans
|
|
842,543
|
|
|
11,468
|
|
|
5.52
|
|
|
572,977
|
|
|
7,081
|
|
|
5.01
|
|
||||
Loans held for sale
|
|
20,482
|
|
|
298
|
|
|
5.90
|
|
|
16,361
|
|
|
178
|
|
|
4.35
|
|
||||
Total loans
|
|
6,216,199
|
|
|
87,117
|
|
|
5.69
|
|
|
4,840,127
|
|
|
60,465
|
|
|
5.07
|
|
||||
Mortgage-backed securities
(3)
|
|
1,437,159
|
|
|
10,466
|
|
|
2.91
|
|
|
841,880
|
|
|
5,399
|
|
|
2.57
|
|
||||
Investment securities
(3)
|
|
149,127
|
|
|
1,044
|
|
|
3.40
|
|
|
161,280
|
|
|
1,120
|
|
|
3.39
|
|
||||
Other interest-earning assets
|
|
79,015
|
|
|
950
|
|
|
4.88
|
|
|
33,251
|
|
|
629
|
|
|
7.57
|
|
||||
Total interest-earning assets
|
|
7,881,500
|
|
|
99,577
|
|
|
5.14
|
%
|
|
5,876,538
|
|
|
67,613
|
|
|
4.69
|
%
|
||||
Allowance for loan losses
|
|
(40,433
|
)
|
|
|
|
|
|
(41,464
|
)
|
|
|
|
|
||||||||
Cash and due from banks
|
|
107,845
|
|
|
|
|
|
|
125,402
|
|
|
|
|
|
||||||||
Cash in non-owned ATMs
|
|
427,890
|
|
|
|
|
|
|
516,259
|
|
|
|
|
|
||||||||
Bank-owned life insurance
|
|
35,058
|
|
|
|
|
|
|
87,058
|
|
|
|
|
|
||||||||
Other noninterest-earning assets
|
|
687,316
|
|
|
|
|
|
|
336,051
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
9,099,176
|
|
|
|
|
|
|
$
|
6,899,844
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing demand
|
|
$
|
1,383,088
|
|
|
$
|
1,736
|
|
|
0.51
|
%
|
|
$
|
995,667
|
|
|
$
|
815
|
|
|
0.33
|
%
|
Money market
|
|
1,647,032
|
|
|
3,840
|
|
|
0.95
|
|
|
1,386,836
|
|
|
1,589
|
|
|
0.46
|
|
||||
Savings
|
|
947,170
|
|
|
871
|
|
|
0.37
|
|
|
553,461
|
|
|
253
|
|
|
0.19
|
|
||||
Customer time deposits
|
|
972,458
|
|
|
3,264
|
|
|
1.36
|
|
|
622,544
|
|
|
1,686
|
|
|
1.10
|
|
||||
Total interest-bearing customer deposits
|
|
4,949,748
|
|
|
9,711
|
|
|
0.80
|
|
|
3,558,508
|
|
|
4,343
|
|
|
0.49
|
|
||||
Brokered certificates of deposit
|
|
213,675
|
|
|
1,231
|
|
|
2.34
|
|
|
254,307
|
|
|
897
|
|
|
1.43
|
|
||||
Total interest-bearing deposits
|
|
5,163,423
|
|
|
10,942
|
|
|
0.86
|
|
|
3,812,815
|
|
|
5,240
|
|
|
0.56
|
|
||||
Federal Home Loan Bank advances
|
|
403,961
|
|
|
2,590
|
|
|
2.60
|
|
|
601,044
|
|
|
2,463
|
|
|
1.66
|
|
||||
Trust preferred borrowings
|
|
67,011
|
|
|
726
|
|
|
4.39
|
|
|
67,011
|
|
|
557
|
|
|
3.37
|
|
||||
Senior debt
|
|
98,410
|
|
|
1,179
|
|
|
4.79
|
|
|
98,193
|
|
|
1,179
|
|
|
4.80
|
|
||||
Other borrowed funds
(4)
|
|
173,253
|
|
|
826
|
|
|
1.93
|
|
|
151,288
|
|
|
460
|
|
|
1.23
|
|
||||
Total interest-bearing liabilities
|
|
5,906,058
|
|
|
16,263
|
|
|
1.12
|
%
|
|
4,730,351
|
|
|
9,899
|
|
|
0.85
|
%
|
||||
Noninterest-bearing demand deposits
|
|
1,768,570
|
|
|
|
|
|
|
1,350,342
|
|
|
|
|
|
||||||||
Other noninterest-bearing liabilities
|
|
262,004
|
|
|
|
|
|
|
93,437
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
|
1,162,591
|
|
|
|
|
|
|
725,714
|
|
|
|
|
|
||||||||
Noncontrolling interest
|
|
(47
|
)
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
|
$
|
9,099,176
|
|
|
|
|
|
|
$
|
6,899,844
|
|
|
|
|
|
||||||
Excess of interest-earning assets over interest-bearing liabilities
|
|
$
|
1,975,442
|
|
|
|
|
|
|
$
|
1,146,187
|
|
|
|
|
|
||||||
Net interest and dividend income
|
|
|
|
$
|
83,314
|
|
|
|
|
|
|
$
|
57,714
|
|
|
|
||||||
Interest rate spread
|
|
|
|
|
|
4.02
|
%
|
|
|
|
|
|
3.84
|
%
|
||||||||
Net interest margin
|
|
|
|
|
|
4.30
|
%
|
|
|
|
|
|
4.01
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Weighted average yields for tax-exempt securities and loans have been computed on a tax-equivalent basis.
|
(2)
|
Average balances are net of unearned income and include nonperforming loans.
|
(3)
|
Includes securities available for sale at fair value.
|
(4)
|
Includes federal funds purchased.
|
(Dollars in thousands)
|
Total
|
|
Remaining in 2019
|
|
2020-2021
|
|
2022-2023
|
|
2024 and
Beyond |
||||||||||
Commitments to extend credit
(1)
|
$
|
1,919,630
|
|
|
$
|
1,919,630
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
|
296,835
|
|
|
18,427
|
|
|
33,039
|
|
|
32,830
|
|
|
212,539
|
|
|||||
Data processing and network operations
(2)
|
23,067
|
|
|
15,353
|
|
|
6,127
|
|
|
1,576
|
|
|
11
|
|
|||||
Total
|
$
|
2,239,532
|
|
|
$
|
1,953,410
|
|
|
$
|
39,166
|
|
|
$
|
34,406
|
|
|
$
|
212,550
|
|
(1)
|
Includes loan commitments and commercial standby letters of credit. Does not reflect commitments to sell residential mortgages.
|
(2)
|
Includes termination costs expected to be incurred in August 2019 in connection with the acquisition of Beneficial.
|
(Dollars and share amounts in thousands, except per share amounts)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Stockholders’ equity
|
|
$
|
1,789,752
|
|
|
$
|
820,920
|
|
Less: Goodwill and other intangible assets
|
|
580,263
|
|
|
186,023
|
|
||
Tangible common equity (numerator)
|
|
$
|
1,209,489
|
|
|
$
|
634,897
|
|
Shares of common stock outstanding (denominator)
|
|
53,128
|
|
|
31,418
|
|
||
Book value per share of common stock
|
|
$
|
33.69
|
|
|
$
|
26.17
|
|
Goodwill and other intangible assets
|
|
10.92
|
|
|
5.93
|
|
||
Tangible book value per share of common stock
|
|
$
|
22.77
|
|
|
$
|
20.24
|
|
(a)
|
Evaluation of disclosure controls and procedures.
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
|
(b)
|
Changes in internal control over financial reporting.
During the three months ended
March 31, 2019
, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
|
|
|||||||||||||
2019
|
|
Total Number
of Shares Purchased |
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
|||||
January
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,136,978
|
|
February
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,136,978
|
|
|
March
|
|
77,452
|
|
|
42.52
|
|
|
77,452
|
|
|
3,059,526
|
|
|
Total
|
|
77,452
|
|
|
$
|
42.52
|
|
|
77,452
|
|
|
|
Exhibit
Number |
|
Description of Document
|
2.1
|
|
Agreement and Plan of Reorganization, dated as of August 7, 2018, as amended on November 1, 2018, by and between WSFS Financial Corporation and Beneficial Bancorp, Inc. is incorporated herein by reference to Exhibit 2.01 of the Registrant’s Form S-4/A filed on November 2, 2018. *
|
3.1
|
|
Registrant’s Amended and Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2011.
|
3.2
|
|
Certificate of Amendment, dated May 1, 2015, to the Registrant’s Amended and Restated Certificate of Incorporation is incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 5, 2015.
|
3.3
|
|
Certificate of Amendment, dated April 30, 2019, to the Registrant’s Amended and Restated Certificate of Incorporation is incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on April 30, 2019.
|
3.4
|
|
Amended and Restated Bylaws of WSFS Financial Corporation is incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on November 21, 2014.
|
10.1
|
|
Letter Agreement, dated as of August 7, 2018, by and between WSFS Financial Corporation and Gerard P. Cuddy is incorporated herein by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 5, 2019.
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101.INS
|
|
XBRL Instance Document **
|
101.SCH
|
|
XBRL Schema Document **
|
101.CAL
|
|
XBRL Calculation Linkbase Document **
|
101.LAB
|
|
XBRL Labels Linkbase Document **
|
101.PRE
|
|
XBRL Presentation Linkbase Document **
|
101.DEF
|
|
XBRL Definition Linkbase Document **
|
|
|
WSFS FINANCIAL CORPORATION
|
|
|
|
Date: May 10, 2019
|
|
/s/ Rodger Levenson
|
|
|
Rodger Levenson
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: May 10, 2019
|
|
/s/ Dominic C. Canuso
|
|
|
Dominic C. Canuso
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of WSFS Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15-(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2019
|
|
|
|
/s/ Rodger Levenson
|
|
|
|
|
|
Rodger Levenson
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of WSFS Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15-(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2019
|
|
|
|
/s/ Dominic C. Canuso
|
|
|
|
|
|
Dominic C. Canuso
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
/s/ Rodger Levenson
|
|
|
|
/s/ Dominic C. Canuso
|
Rodger Levenson
|
|
|
|
Dominic C. Canuso
|
President and Chief Executive Officer
|
|
|
|
Executive Vice President and
|
(Principal Executive Officer)
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|