UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2020~~March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35638

WSFS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

22-2866913

(State or other jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification Number)

~~Delaware~~

~~22-2866913~~

~~(State or other jurisdiction of Incorporation or organization)~~

~~(I.R.S. Employer Identification Number)~~

500 Delaware Ave,

Wilmington, Delaware, 19801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (302) 792-6000

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

WSFS

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Number of shares outstanding of the issuer's common stock, as of the latest practicable date: ~~50,660,203~~47,532,042 shares as of ~~July 31, 2020.~~May 3, 2021.

WSFS FINANCIAL CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I. Financial Information

Page

Item 1.

Financial Statements (Unaudited)

Consolidated Statements of (~~Loss)~~ Income for the Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020

Consolidated Statements of Comprehensive (Loss) Income for the Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020

Consolidated Statements of Financial Condition as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020

Consolidated Statements of Changes in Stockholders' Equity for the Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020

Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020

109

Notes to the Consolidated Financial Statements for the Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021

1211

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6048

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7662

Item 4.

Controls and Procedures

7662

PART II. Other Information

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

7864

Item 3.

Defaults upon Senior Securities

7964

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and exhibits hereto, contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to the Company’s predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited 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 possible declines in housing markets, an increase in unemployment levels and slowdowns in economic growth, including as a result of the novel coronavirus ~~or COVID-19,~~(COVID-19) pandemic;

•possible additional loan losses and impairment of the collectability of loans, particularly as a result of the COVID-19 pandemic and the policies and programs implemented by the Coronavirus Aid, Relief, and Economic Security Act, ~~or CARES Act,~~as amended (CARES Act), including its automatic loan forbearance provisions and ~~our~~the Company's Paycheck Protection Program (PPP) lending activities;

•additional credit, fraud and litigation risks associated with our PPP lending activities;

•the economic and financial impact of federal, state and local emergency orders and other actions taken in response to the COVID-19 pandemic;

•the continuation of these conditions related to the COVID-19 pandemic, including whether due to a resurgence or additional waves of COVID-19 infections, particularly as the geographic areas in which we operate continue to re-open, and how quickly and to what extent normal economic and operating conditions can resume, especially as a vaccine becomes widely available;

•the Company’s level of nonperforming assets and the costs associated with resolving problem loans including litigation and other costs and complying with government-imposed foreclosure moratoriums;

•changes in market interest rates, which may increase funding costs and reduce earning asset yields and thus reduce margin;

•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;

•the credit risk associated with the substantial amount of commercial real estate, construction and land development and commercial and industrial loans in the Company's loan portfolio;

•the extensive federal and state regulation, supervision and examination governing almost every aspect of the Company’s operations and potential expenses associated with complying with such regulations;

•the Company’s ability to comply with applicable capital and liquidity requirements (including the ~~finalized Basel III capital standards and the~~ effect of the transition to the Current Expected Credit Losses (CECL) methodology for allowances and related adjustments), including its ability to generate liquidity internally or raise capital on favorable terms;

•possible changes in trade, monetary and fiscal policies and stimulus programs, laws and regulations and other activities of governments, agencies, and similar organizations, and the uncertainty of the short- and long-term impacts of such changes;

•any impairments of the Company's goodwill or other intangible assets;

•conditions in the financial markets, including the destabilized economic environment caused by the COVID-19 pandemic, that may limit the Company’s access to additional funding to meet its liquidity needs;

•the intention of the United Kingdom's Financial Conduct Authority (FCA) to cease support of London Inter-Bank Offered Rate (LIBOR) and the transition to an alternative reference interest ~~rate;~~rate, such as the Secured Overnight Funding Rate (SOFR), including methodologies for calculating the rate that are different from the LIBOR methodology and changed language for existing and new floating or adjustable rate contracts;

•the success of the Company's growth plans, including its plans to grow the commercial small business leasing portfolio and residential mortgage, small business and Small Business Administration (SBA) ~~portfolios following the acquisition of Beneficial Bancorp, Inc. (Beneficial);~~

•~~the successful integration of acquisitions;~~portfolios;

•the Company’s ability to successfully integrate and 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;~~disintermediation, including its pending acquisition of Bryn Mawr Trust Company (Bryn Mawr);

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•the Company’s ability to complete the pending merger with Bryn Mawr on the terms proposed, which are subject to a number of conditions, risks and uncertainties, including the possibility that the proposed acquisition does not close when expected or at all because all conditions to closing are not received or satisfied on a timely basis or at all, the failure to close for any other reason, diversion of management time on merger-related issues, risks relating to the potential dilutive effect of shares of the Company’s common stock to be issued in the acquisition of Bryn Mawr, and the reaction to the acquisition of Bryn Mawr of the companies’ customers, employees and counterparties;

•negative perceptions or publicity with respect to the Company generally and, in particular, the Company’s trust and wealth management business;

•failure of the financial and operational controls of the Company’s Cash Connect^® division;

•adverse judgments or other resolution of pending and future legal proceedings, and cost incurred in defending such proceedings;

•the Company's reliance on third parties for certain important functions, including the operation of its core systems, and any failures by such third parties;

•system failures or cybersecurity incidents or other breaches of the Company’s network security, particularly given widespread remote working arrangements;

•the Company’s ability to recruit and retain key ~~employees;~~Associates;

•the effects of problems encountered by other financial institutions that adversely affect the Company or the banking industry generally;

•the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes as well as effects from geopolitical instability, public health crises and man-made disasters including terrorist attacks;

•the effects of regional or national civil unrest (including any resulting branch or ATM closures or damage);

•possible changes in the speed of loan prepayments by the Company’s Customers and loan origination or sales volumes;

•possible changes in the speed of prepayments of mortgage-backed securities due to changes in the interest rate environment, particularly as a result of the COVID-19 pandemic, and the related acceleration of premium amortization on prepayments in the event that prepayments accelerate;

•regulatory limits on the Company’s ability to receive dividends from its subsidiaries and pay dividends to its stockholders;

•any reputation, credit, interest rate, market, operational, litigation, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above; and

•other risks and uncertainties, including those discussed herein under the heading “Risk Factors” and in other documents filed by the Company with the Securities and Exchange Commission (SEC) from time to time.

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company disclaims any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company for any reason, except as specifically required by law.

As used in this Quarterly Report on Form 10-Q, the terms “WSFS”, “the Company”, “registrant”, “we”, “us”, and “our” mean WSFS Financial Corporation and its subsidiaries, on a consolidated basis, unless the context indicates otherwise.

The following are registered trademarks of the Company: Cash Connect^®, Christiana Trust Company of Delaware®, NewLane Finance®, Powdermill® ~~is the Company's registered trademark.~~Financial Solutions, West Capital Management®, WSFS Institutional Services®, WSFS Mortgage® and WSFS Wealth® Investments. Any other trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF ~~(LOSS)~~ INCOME

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(Dollars in thousands, except per share and share data) (Unaudited)
Interest income:
Interest and fees on loans and leases $ 112,260 $ 129,001 $ 231,462 $ 216,118
Interest on mortgage-backed securities 12,549 12,229 25,768 22,695
Interest and dividends on investment securities:
Taxable 102 31 117 50
Tax-exempt 907 999 1,818 2,024
Other interest income 65 643 573 1,593
125,883 142,903 259,738 242,480
Interest expense:
Interest on deposits 9,832 16,123 24,469 27,065
Interest on Federal Home Loan Bank advances 625 806 1,455 3,396
Interest on senior debt 1,180 1,180 2,359 2,359
Interest on federal funds purchased 1 805 471 1,592
Interest on trust preferred borrowings 484 717 1,070 1,443
Interest on other borrowings 5 40 8 79
12,127 19,671 29,832 35,934
Net interest income 113,756 123,232 229,906 206,546
Provision for credit losses 94,754 12,195 151,400 19,849
Net interest income after provision for credit losses 19,002 111,037 78,506 186,697
Noninterest income:
Credit/debit card and ATM income 9,306 13,677 20,665 25,192
Investment management and fiduciary income 10,929 10,382 21,891 20,529
Deposit service charges 4,175 6,103 9,822 10,849
Mortgage banking activities, net 8,494 2,846 11,965 4,938
Loan and lease fee income 1,097 650 2,216 1,535
Securities gains, net 1,908 63 2,601 78
Unrealized (losses) gains on equity investments, net (11) 1,033 657 4,831
Realized gain on sale of equity investment 22,052 — 22,052 —
Bank owned life insurance income 445 383 420 600
Other income 5,980 7,734 12,933 15,441
64,375 42,871 105,222 83,993
Noninterest expense:
Salaries, benefits and other compensation 48,757 48,550 94,103 84,755
Occupancy expense 8,296 8,810 15,962 15,177
Equipment expense 5,759 5,444 10,723 9,433
Data processing and operations expenses 3,061 3,731 6,139 6,319
Professional fees 4,423 2,915 9,023 4,787
Marketing expense 1,215 1,947 2,166 3,537
FDIC expenses 305 1,042 251 1,662
Loan workout and other credit costs 4,587 1,419 5,040 1,690
Corporate development expense 2,801 13,946 4,142 40,573
Restructuring expense — 1,881 — 6,243
Other operating expense 14,231 18,163 34,382 31,264
93,435 107,848 181,931 205,440
(Loss) income before taxes (10,058) 46,060 1,797 65,250
Income tax (benefit) provision (2,247) 10,091 (959) 16,351
Net (loss) income $ (7,811) $ 35,969 $ 2,756 $ 48,899
Less: Net loss attributable to noncontrolling interest (700) (231) (1,060) (324)
Net (loss) income attributable to WSFS $ (7,111) $ 36,200 $ 3,816 $ 49,223
(Loss) earnings per share:
Basic $ (0.14) $ 0.68 $ 0.08 $ 1.07
Diluted $ (0.14) $ 0.68 $ 0.07 $ 1.06
Weighted average shares of common stock outstanding:
Basic 50,655,154 53,253,455 50,870,735 46,103,264
Diluted 50,655,154 53,516,000 50,910,790 46,438,173
(Unaudited)


	Three Months Ended March 31,
(Dollars in thousands, except per share and share data)	2021		2020

Interest income:
Interest and fees on loans and leases	$	108,852	$	119,202
Interest on mortgage-backed securities	10,704		13,219
Interest and dividends on investment securities:
Taxable	701		15
Tax-exempt	748		911
Other interest income	276		508
	121,281		133,855
Interest expense:
Interest on deposits	4,496		14,637
Interest on Federal Home Loan Bank advances	5		830
Interest on senior debt	2,266		1,179
Interest on federal funds purchased	0		470
Interest on trust preferred borrowings	324		586
Interest on other borrowings	5		3
	7,096		17,705
Net interest income	114,185		116,150
(Recovery of) provision for credit losses	(20,160)		56,646
Net interest income after (recovery of) provision for credit losses	134,345		59,504
Noninterest income:
Credit/debit card and ATM income	6,805		11,359
Investment management and fiduciary income	14,253		10,962
Deposit service charges	5,460		5,647
Mortgage banking activities, net	8,600		3,471
Loan and lease fee income	3,485		1,119
Securities gains, net	329		693
Unrealized gains on equity investments, net	0		668

Bank owned life insurance income	205		(25)
Other income	8,685		6,953
	47,822		40,847
Noninterest expense:
Salaries, benefits and other compensation	53,138		45,346
Occupancy expense	8,460		7,666
Equipment expense	7,391		4,964
Data processing and operations expenses	3,385		3,078
Professional fees	3,856		4,600
Marketing expense	992		951

FDIC expenses	1,069		(54)
Loan workout and other credit costs	1,120		453
Corporate development expense	2,095		1,341
Restructuring expense	(265)		0


Other operating expense	14,378		20,151
	95,619		88,496
Income before taxes	86,548		11,855
Income tax provision	21,407		1,288
Net income	$	65,141	$	10,567
Less: Net income (loss) attributable to noncontrolling interest	59		(360)
Net income attributable to WSFS	$	65,082	$	10,927
Earnings per share:
Basic	$	1.37	$	0.21
Diluted	$	1.36	$	0.21
Weighted average shares of common stock outstanding:
Basic	47,509,205		51,086,316
Diluted	47,792,108		51,164,224

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(Dollars in thousands) (Unaudited) (Unaudited)
Net (loss) income $ (7,811) $ 35,969 $ 2,756 $ 48,899
Less: Net loss attributable to noncontrolling interest (700) (231) (1,060) (324)
Net (loss) income attributable to WSFS (7,111) 36,200 3,816 49,223
Other comprehensive income:
Net change in unrealized gains on investment securities available-for-sale
Net unrealized gains arising during the period, net of tax expense of $1,169, $6,289, $15,707 and $11,831, respectively 3,703 19,591 49,739 36,856
Less: reclassification adjustment for net gains on sales realized in net income, net of tax expense of $458, $15, $624, and $19, respectively
(1,450) (48) (1,977) (59)
2,253 19,543 47,762 36,797
Net change in securities held-to-maturity
Amortization of unrealized gain on securities reclassified to held-to-maturity, net of tax expense of $18, $27, $38, and $56, respectively (57) (84) (122) (177)
Net change in unfunded pension liability
Change in unfunded pension liability related to unrealized gain (loss), prior service cost and transition obligation, net of tax benefit of $8, $8, $7, and $17, respectively (26) (34) (22) (175)
Pension settlement, net of tax expense of $67, $0, $67, and $0, respectively 212 — 212 —
186 (34) 190 (175)
Net change in cash flow hedge
Net unrealized (loss) gain arising during the period, net of tax (benefit) expense of $(8), $323, $493, and $525, respectively (25) 1,007 1,560 1,637
Amortization of unrealized gain on terminated cash flow hedges, net of tax benefit of $35, $0, $35, and $0, respectively (111) — (111) —
(136) 1,007 1,449 1,637
Total other comprehensive income 2,246 20,432 49,279 38,082
Total comprehensive (loss) income $ (4,865) $ 56,632 $ 53,095 $ 87,305


	Three Months Ended March 31,
(Dollars in thousands)	2021		2020

Net income	$	65,141	$	10,567
Less: Net income (loss) attributable to noncontrolling interest	59		(360)
Net income attributable to WSFS	65,082		10,927
Other comprehensive (loss) income:
Net change in unrealized (losses) gains on investment securities available-for-sale
Net unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(21,972) and $14,538, respectively	(69,589)		46,036

Less: reclassification adjustment for net gains on sales realized in net income, net of tax expense of $79 and $166, respectively	(250)		(527)
	(69,839)		45,509
Net change in securities held-to-maturity
Amortization of unrealized gain on securities reclassified to held-to-maturity, net of tax expense of $5 and $21, respectively	(16)		(65)
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 $(5) and $1, respectively	(16)		4


Net change in cash flow hedge
Net unrealized gain arising during the period, net of tax expense of $0 and $501, respectively	0		1,585
Amortization of unrealized gain on terminated cash flow hedges, net of tax benefit of $35 and $0, respectively	(111)		0
	(111)		1,585
Net change in equity method investments
Net change in other comprehensive income of equity method investments, net of tax expense of $86, and $0, respectively	273		0
Total other comprehensive (loss) income	(69,709)		47,033
Total comprehensive (loss) income	$	(4,627)	$	57,960

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

June 30, 2020 December 31, 2019
(Dollars in thousands, except per share and share data) (Unaudited)
Assets:
Cash and due from banks $ 583,221 $ 164,021
Cash in non-owned ATMs 360,969 407,524
Interest-bearing deposits in other banks including collateral of $11,110 at June 30, 2020 and $0 December 31, 2019, respectively 11,577 207
Total cash and cash equivalents 955,767 571,752
Investment securities, available-for-sale (amortized cost of $2,097,114 at June 30, 2020 and $1,909,483 at December 31, 2019 2,195,389 1,944,914
Investment securities, held-to-maturity, net of allowance for credit losses of $8 at June 30, 2020 (fair value $132,198 at June 30, 2020 and $136,625 at December 31, 2019) 127,601 133,601
Other investments 10,211 70,046
Loans, held for sale at fair value 109,453 83,872
Loans and leases, net of allowance for credit losses of $232,192 at June 30, 2020 and $47,576 at December 31, 2019 9,120,288 8,424,464
Bank owned life insurance 30,391 30,294
Stock in Federal Home Loan Bank of Pittsburgh at cost 9,772 21,097
Other real estate owned 4,153 2,605
Accrued interest receivable 53,222 38,094
Premises and equipment 99,320 104,465
Goodwill 472,828 472,828
Intangible assets 89,687 95,917
Other assets 295,275 262,353
Total assets $ 13,573,357 $ 12,256,302
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing $ 3,188,046 $ 2,189,573
Interest-bearing 7,874,454 7,397,284
Total deposits 11,062,500 9,586,857
Federal funds purchased — 195,000
Federal Home Loan Bank advances 106,395 112,675
Trust preferred borrowings 67,011 67,011
Senior debt 98,714 98,605
Other borrowed funds 23,673 15,997
Accrued interest payable 6,049 3,103
Other liabilities 387,221 327,563
Total liabilities 11,751,563 10,406,811
Stockholders’ Equity:
Common stock $0.01 par value, 90,000,000 shares authorized; issued 57,533,236 at June 30, 2020 and 57,435,658 at December 31, 2019 576 575
Capital in excess of par value 1,050,678 1,049,064
Accumulated other comprehensive income 72,780 23,501
Retained earnings 878,585 917,377
Treasury stock at cost, 6,873,120 shares at June 30, 2020 and 5,868,772 shares at December 31, 2019 (178,950) (140,211)
Total stockholders’ equity of WSFS 1,823,669 1,850,306
Noncontrolling interest (1,875) (815)
Total stockholders' equity 1,821,794 1,849,491
Total liabilities and stockholders' equity $ 13,573,357 $ 12,256,302
(Unaudited)


(Dollars in thousands, except per share and share data)	March 31, 2021		December 31, 2020

Assets:
Cash and due from banks	$	1,628,773	$	1,244,705
Cash in non-owned ATMs	428,180		402,339
Interest-bearing deposits in other banks including collateral (restricted cash) of $7,000 at March 31, 2021 and $7,390 December 31, 2020, respectively	7,208		7,691
Total cash, cash equivalents, and restricted cash	2,064,161		1,654,735
Investment securities, available-for-sale (amortized cost of $3,000,986 at March 31, 2021 and $2,450,265 at December 31, 2020	2,987,885		2,529,057
Investment securities, held-to-maturity, net of allowance for credit losses of $5 at March 31, 2021 and $6 at December 31, 2020 (fair value $107,629 at March 31, 2021 and $116,421 at December 31, 2020)	103,523		111,741
Other investments	10,227		9,541
Loans, held for sale at fair value	155,447		197,541
Loans and leases, net of allowance for credit losses of $204,818 at March 31, 2021 and $228,804 at December 31, 2020	8,373,766		8,795,935
Bank owned life insurance	32,255		32,051
Stock in Federal Home Loan Bank (FHLB) of Pittsburgh at cost	5,506		5,771
Other real estate owned	2,068		3,061
Accrued interest receivable	43,159		44,335
Premises and equipment	94,309		96,556
Goodwill	472,828		472,828
Intangible assets	81,873		84,558
Other assets	303,445		296,204
Total assets	$	14,730,452	$	14,333,914
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing	$	3,857,610	$	3,415,021
Interest-bearing	8,426,090		8,441,643






Total deposits	12,283,700		11,856,664

FHLB advances	0		6,623
Trust preferred borrowings	67,011		67,011
Senior debt	246,734		246,617
Other borrowed funds	21,456		20,390
Accrued interest payable	4,153		1,450
Other liabilities	338,944		345,679
Total liabilities	12,961,998		12,544,434
Stockholders’ Equity:
Common stock $0.01 par value, 90,000,000 shares authorized; issued 57,589,330 at March 31, 2021 and 57,575,783 at December 31, 2020	576		576
Capital in excess of par value	1,054,291		1,053,022
Accumulated other comprehensive (loss) income	(13,702)		56,007
Retained earnings	1,036,797		977,414
Treasury stock at cost, 10,086,936 shares at March 31, 2021 and 9,819,627 shares at December 31, 2020	(307,321)		(295,293)
Total stockholders’ equity of WSFS	1,770,641		1,791,726
Noncontrolling interest	(2,187)		(2,246)
Total stockholders' equity	1,768,454		1,789,480
Total liabilities and stockholders' equity	$	14,730,452	$	14,333,914

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

Six Months Ended June 30, 2020
(Dollars in thousands, except per share and share amounts) Shares Common Stock Capital in Excess of Par Value Accumulated Other Comprehensive Income Retained Earnings Treasury Stock Total Stockholders' Equity of WSFS Non-controlling Interest Total Stockholders' Equity
Balance, December 31, 2019 57,435,658 $ 575 $ 1,049,064 $ 23,501 $ 917,377 $ (140,211) $ 1,850,306 $ (815) $ 1,849,491
Cumulative change in accounting principle (Note 2) — — — — (30,368) — (30,368) — (30,368)
Balance, January 1, 2020 (as adjusted for change in accounting principle) 57,435,658 575 1,049,064 23,501 887,009 (140,211) 1,819,938 (815) 1,819,123
Net income (loss) — — — — 3,816 — 3,816 (1,060) 2,756
Other comprehensive income — — — 49,279 — — 49,279 — 49,279
Cash dividend, $0.24 per share — — — — (12,240) — (12,240) — (12,240)
Issuance of common stock including proceeds from exercise of common stock options 97,578 1 990 — — — 991 — 991
Stock-based compensation expense — — 1,294 — — — 1,294 — 1,294
Repurchases of common shares ⁽¹⁾
— — (670) — — (38,739) (39,409) — (39,409)
Balance, June 30, 2020 57,533,236 $ 576 $ 1,050,678 $ 72,780 $ 878,585 $ (178,950) $ 1,823,669 $ (1,875) $ 1,821,794
Three Months Ended June 30, 2020
(Dollars in thousands, except per share and share amounts) Shares Common Stock Capital in Excess of Par Value Accumulated Other Comprehensive Income Retained Earnings Treasury Stock Total Stockholders' Equity of WSFS Non-controlling Interest Total Stockholders' Equity
Balance, March 31, 2020 57,506,298 $ 576 $ 1,050,658 $ 70,534 $ 891,776 $ (178,950) $ 1,834,594 $ (1,175) $ 1,833,419
Net income (loss) — — — — (7,111) — (7,111) (700) (7,811)
Other comprehensive income — — — 2,246 — — 2,246 — 2,246
Cash dividend, $0.12 per share — — — — (6,080) — (6,080) — (6,080)
Issuance of common stock including proceeds from exercise of common stock options 26,938 — — — — — — — —
Stock-based compensation expense — — 690 — — — 690 — 690
Repurchases of common shares ⁽¹⁾
— — (670) — — — (670) — (670)
Balance, June 30, 2020 57,533,236 $ 576 $ 1,050,678 $ 72,780 $ 878,585 $ (178,950) $ 1,823,669 $ (1,875) $ 1,821,794


	Three Months Ended March 31, 2021
(Dollars in thousands, except per share and share amounts)	Shares	Common Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Treasury Stock		Total Stockholders' Equity of WSFS		Non-controlling Interest		Total Stockholders' Equity
Balance, December 31, 2020	57,575,783	$	576	$	1,053,022	$	56,007	$	977,414	$	(295,293)	$	1,791,726	$	(2,246)	$	1,789,480
Net income	—	—		—		—		65,082		—		65,082		59		65,141
Other comprehensive loss	—	—		—		(69,709)		—		—		(69,709)		—		(69,709)
Cash dividend, $0.12 per share	—	—		—		—		(5,699)		—		(5,699)		—		(5,699)
Issuance of common stock including proceeds from exercise of common stock options	13,547	0		115		—		—		—		115		—		115
Stock-based compensation expense	—	—		1,155		—		—		—		1,155		—		1,155
Repurchases of common stock (1)	—	—		(1)		—		—		(12,028)		(12,029)		—		(12,029)
Balance, March 31, 2021	57,589,330	$	576	$	1,054,291	$	(13,702)	$	1,036,797	$	(307,321)	$	1,770,641	$	(2,187)	$	1,768,454

⁽¹⁾Repurchase of common stock includes 267,309 shares repurchased in connection with the Company's share repurchase program approved by the Board of Directors, and 20 shares withheld to cover tax liabilities.


	Three Months Ended March 31, 2020
(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, 2019	57,435,658	$	575	$	1,049,064	$	23,501	$	917,377	$	(140,211)	$	1,850,306	$	(815)	$	1,849,491
Cumulative change in accounting principle	—	—		—		—		(30,368)		—		(30,368)		—		(30,368)
Balance, January 1, 2020 (as adjusted for change in accounting principle)	57,435,658	575		1,049,064		23,501		887,009		(140,211)		1,819,938		(815)		1,819,123
Net income (loss)	—	—		—		—		10,927		—		10,927		(360)		10,567
Other comprehensive income	—	—		—		47,033		—		—		47,033		—		47,033
Cash dividend, $0.12 per share	—	—		—		—		(6,160)		—		(6,160)		—		(6,160)
Issuance of common stock including proceeds from exercise of common stock options	70,640	1		990		—		—		—		991		—		991

Stock-based compensation expense	—	—		604		—		—		—		604		—		604
Repurchases of common shares (1)	—	—		—		—		—		(38,739)		(38,739)		—		(38,739)
Balance, March 31, 2020	57,506,298	$	576	$	1,050,658	$	70,534	$	891,776	$	(178,950)	$	1,834,594	$	(1,175)	$	1,833,419

(1)Repurchase of common stock includes 1,004,348 shares repurchased in connection with the Company's share repurchase program approved by the Board of ~~Directors, and 22,531 shares withheld to cover tax liabilities.~~

~~Table of Contents~~

Six Months Ended June 30, 2019
(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, 2018 56,926,978 $ 569 $ 349,810 $ (15,394) $ 791,031 $ (305,096) $ 820,920 $ — $ 820,920
Net income (loss) — — — — 49,223 — 49,223 (324) 48,899
Other comprehensive income — — — 38,082 — — 38,082 — 38,082
Cash dividend, $0.23 per share — — — — (9,857) — (9,857) — (9,857)
Issuance of common stock including proceeds from exercise of common stock options 312,705 4 4,123 — — — 4,127 — 4,127
Re-issuance of treasury stock in connection with the Beneficial merger and related items — — 687,897 — — 262,071 949,968 101 950,069
Stock-based compensation expense — — 1,235 — — — 1,235 — 1,235
Repurchases of common shares ⁽¹⁾
— — — — — (17,087) (17,087) — (17,087)
Balance, June 30, 2019 57,239,683 $ 573 $ 1,043,065 $ 22,688 $ 830,397 $ (60,112) $ 1,836,611 $ (223) $ 1,836,388
Three Months Ended June 30, 2019
(Dollars in thousands, except per share and share amounts) Shares Common Stock Capital in Excess of Par Value Accumulated Other Comprehensive Income Retained Earnings Treasury Stock Total Stockholders' Equity of WSFS Non-controlling Interest Total Stockholders' Equity
Balance, March 31, 2019 56,941,493 $ 569 $ 1,038,494 $ 2,256 $ 800,511 $ (52,078) $ 1,789,752 $ (75) $ 1,789,677
Net income (loss) — — — — 36,200 — 36,200 (231) 35,969
Other comprehensive income — — — 20,432 — — 20,432 — 20,432
Cash dividend, $0.12 per share — — — — (6,406) — (6,406) — (6,406)
Issuance of common stock including proceeds from exercise of common stock options 298,190 4 3,886 — — — 3,890 — 3,890
Beneficial merger and related items — — — — 92 — 92 83 175
Stock-based compensation expense — — 685 — — — 685 — 685
Repurchases of common shares ⁽²⁾
— — — — — (8,034) (8,034) — (8,034)
Balance, June 30, 2019 57,239,683 $ 573 $ 1,043,065 $ 22,688 $ 830,397 $ (60,112) $ 1,836,611 $ (223) $ 1,836,388

⁽¹⁾Repurchase of common stock includes 271,340 shares repurchased in connection with the Company's share repurchase 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.

⁽²⁾~~Repurchase of common stock includes 193,888 shares repurchased in connection with the Company's share repurchase program approved by the Board of~~ Directors.

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

Table of Contents

WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Six Months Ended June 30,
		2020		2019			Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	(Unaudited)						(Dollars in thousands)	2021		2020

Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	2,756	$	48,899	Net income	$	65,141	$	10,567
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		151,400		19,849
(Recovery of) provision for credit losses						(Recovery of) provision for credit losses	(20,160)		56,646
Depreciation of premises and equipment, net	Depreciation of premises and equipment, net	7,933		7,203		Depreciation of premises and equipment, net	3,090		4,572
(Accretion) amortization of fees and discounts, net		(27,442)		24,079
Accretion of fees and discounts, net						Accretion of fees and discounts, net	(16,472)		(13,273)
Amortization of intangible assets	Amortization of intangible assets	5,528		5,658		Amortization of intangible assets	2,651		2,764
Amortization of right of use lease asset	Amortization of right of use lease asset	6,356		12,982		Amortization of right of use lease asset	3,100		4,834
Decrease in operating lease liability	Decrease in operating lease liability	(7,008)		(4,405)		Decrease in operating lease liability	(4,113)		(4,466)
Income from mortgage banking activities, net	Income from mortgage banking activities, net	(11,965)		(4,938)		Income from mortgage banking activities, net	(8,600)		(3,471)
Gain on sale of securities, net	Gain on sale of securities, net	(2,601)		(78)		Gain on sale of securities, net	(329)		(693)
Loss on sale of other real estate owned and valuation adjustments, net		10		63
Gain on sale of other real estate owned and valuation adjustments, net						Gain on sale of other real estate owned and valuation adjustments, net	(45)		0
Stock-based compensation expense	Stock-based compensation expense	1,294		1,235		Stock-based compensation expense	1,155		604
Unrealized gain on equity investments, net	Unrealized gain on equity investments, net	(657)		(4,831)		Unrealized gain on equity investments, net	0		(668)
Realized gain on sale of equity investment		(22,052)		—

Deferred income tax (benefit) expense		(38,596)		1,205
Increase in accrued interest receivable		(15,128)		(1,284)
(Increase) decrease in other assets		(3,743)		23,060

Deferred income tax expense (benefit)						Deferred income tax expense (benefit)	11,052		(3,020)
Decrease (increase) in accrued interest receivable						Decrease (increase) in accrued interest receivable	1,176		(1,040)
Decrease (increase) in other assets						Decrease (increase) in other assets	1,569		10,913
Origination of loans held for sale	Origination of loans held for sale	(404,036)		(190,508)		Origination of loans held for sale	(246,127)		(167,485)
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	377,786		154,508		Proceeds from sales of loans held for sale	275,181		163,415
(Increase) decrease in value of bank owned life insurance						(Increase) decrease in value of bank owned life insurance	(204)		201
Increase in capitalized interest, net						Increase in capitalized interest, net	(911)		(1,024)
Increase in accrued interest payable	Increase in accrued interest payable	2,946		5,164		Increase in accrued interest payable	2,703		2,694
Increase (decrease) in other liabilities		59,651		(3,411)
(Decrease) increase in other liabilities						(Decrease) increase in other liabilities	(207)		352

Increase in value of bank owned life insurance		(97)		(632)
Increase in capitalized interest, net		(1,909)		(1,808)
Net cash provided by operating activities	Net cash provided by operating activities	$	80,426	$	92,010	Net cash provided by operating activities	$	69,650	$	62,422
Investing activities:	Investing activities:					Investing activities:

Repayments, maturities and calls of investment securities held-to-maturity	Repayments, maturities and calls of investment securities held-to-maturity	9,675		8,235		Repayments, maturities and calls of investment securities held-to-maturity	$	8,030	$	3,535
Sale of investment securities available-for-sale	Sale of investment securities available-for-sale	109,605		602,432		Sale of investment securities available-for-sale	9,332		30,641
Purchases of investment securities available-for-sale	Purchases of investment securities available-for-sale	(535,146)		(619,652)		Purchases of investment securities available-for-sale	(748,317)		(162,826)
Repayments of investment securities available-for-sale	Repayments of investment securities available-for-sale	232,426		90,009		Repayments of investment securities available-for-sale	185,002		83,532
Net proceeds from sale of Visa Class B shares		85,850		—
Proceeds from bank-owned life insurance surrender		—		59,711
Net (increase) decrease in loans		(839,620)		(20,646)
Net cash from business combinations		—		76,072

Net decrease (increase) in loans						Net decrease (increase) in loans	481,294		(59,232)

Purchases of stock of Federal Home Loan Bank of Pittsburgh	Purchases of stock of Federal Home Loan Bank of Pittsburgh	(145,399)		(95,750)		Purchases of stock of Federal Home Loan Bank of Pittsburgh	0		(145,399)
Redemptions of stock of Federal Home Loan Bank of Pittsburgh	Redemptions of stock of Federal Home Loan Bank of Pittsburgh	156,724		122,317		Redemptions of stock of Federal Home Loan Bank of Pittsburgh	265		132,509
Sales of other real estate owned	Sales of other real estate owned	875		1,610		Sales of other real estate owned	1,148		131
Investment in premises and equipment	Investment in premises and equipment	(2,830)		(5,510)		Investment in premises and equipment	(1,270)		(2,531)
Sales of premises and equipment	Sales of premises and equipment	45		71		Sales of premises and equipment	427		42
Net cash (used in) provided by investing activities		$	(927,795)	$	218,899
Net cash used in investing activities						Net cash used in investing activities	$	(64,089)	$	(119,598)

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		Six Months Ended June 30,
		2020		2019			Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	(Unaudited)						(Dollars in thousands)	2021		2020

Financing activities:	Financing activities:					Financing activities:
Net increase (decrease) in demand and saving deposits		$	1,580,924	$	(75,871)
(Decrease) increase in time deposits		(128,170)		25,640
Increase (decrease) in brokered deposits		30,568		(81,028)
Net increase in demand and saving deposits						Net increase in demand and saving deposits	$	646,348	$	169,387
Decrease in time deposits						Decrease in time deposits	(64,861)		(84,456)
(Decrease) increase in brokered deposits						(Decrease) increase in brokered deposits	(153,386)		37,215

Receipts from FHLB advances	Receipts from FHLB advances	5,037,296		23,341,156		Receipts from FHLB advances	0		5,037,296
Repayments of FHLB advances	Repayments of FHLB advances	(5,043,576)		(23,553,946)		Repayments of FHLB advances	(6,623)		(5,030,000)
Receipts from federal funds purchased	Receipts from federal funds purchased	8,025,475		15,056,950		Receipts from federal funds purchased	0		7,665,475
Repayments of federal funds purchased	Repayments of federal funds purchased	(8,220,475)		(15,099,925)		Repayments of federal funds purchased	0		(7,760,475)

Dividends paid		(12,240)		(9,857)
Issuance of common stock and exercise of common stock options		991		4,127
Cash dividend						Cash dividend	(5,699)		(6,160)
Issuance of common stock including proceeds from exercise of common stock options						Issuance of common stock including proceeds from exercise of common stock options	115		991

Purchase of common stock		(39,409)		(17,087)
Repurchases of common shares						Repurchases of common shares	(12,029)		(38,739)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	$	1,231,384	$	(409,841)	Net cash provided by (used in) financing activities	$	403,865	$	(9,466)
Increase (decrease) in cash and cash equivalents		384,015		(98,932)
Cash and cash equivalents at beginning of period		571,752		620,757
Cash and cash equivalents at end of period		$	955,767	$	521,825
Increase (decrease) in cash, cash equivalents, and restricted cash						Increase (decrease) in cash, cash equivalents, and restricted cash	409,426		(66,642)
Cash, cash equivalents, and restricted cash at beginning of period						Cash, cash equivalents, and restricted cash at beginning of period	1,654,735		571,752
Cash, cash equivalents, and restricted cash at end of period						Cash, cash equivalents, and restricted cash at end of period	$	2,064,161	$	505,110
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	26,886	$	30,771	Interest	$	4,393	$	15,011
Income taxes	Income taxes	3,610		15,987		Income taxes	2,572		792
Non-cash information:	Non-cash information:					Non-cash information:
Loans transferred to other real estate owned	Loans transferred to other real estate owned	2,503		2,098		Loans transferred to other real estate owned	376		2,350
Loans transferred to portfolio from held-for-sale at fair value	Loans transferred to portfolio from held-for-sale at fair value	11,065		14,846		Loans transferred to portfolio from held-for-sale at fair value	5,149		6,399
Fair value of assets acquired, net of cash received		—		5,033,367
Fair value of liabilities assumed		—		5,109,931
Impact of ASC 842 Adoption:
Right of use asset		—		121,288
Lease liability		—		(132,346)
Impact of ASC 326 Adoption (Note 2):

Impact of ASC 326 Adoption:						Impact of ASC 326 Adoption:
Allowance for credit losses on held-to-maturity debt securities	Allowance for credit losses on held-to-maturity debt securities	(8)		—		Allowance for credit losses on held-to-maturity debt securities	—		(8)
Allowance for credit losses on loans and leases	Allowance for credit losses on loans and leases	(35,855)		—		Allowance for credit losses on loans and leases	—		(35,855)
Deferred tax assets	Deferred tax assets	8,461		—		Deferred tax assets	—		8,461
Allowance for credit losses on unfunded lending commitments	Allowance for credit losses on unfunded lending commitments	(2,966)		—		Allowance for credit losses on unfunded lending commitments	—		(2,966)
Retained earnings	Retained earnings	30,368		—		Retained earnings	—		30,368

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE 30, 2020~~MARCH 31, 2021

(UNAUDITED)

1. BASIS OF PRESENTATION

General

These unaudited Consolidated Financial Statements include the accounts of WSFS Financial Corporation (the Company or WSFS), Wilmington Savings Fund Society, FSB (WSFS Bank or the Bank), WSFS Wealth Management, LLC ~~(Powdermill)~~(Powdermill®), WSFS Capital Management, LLC (West Capital), Cypress Capital Management, LLC (Cypress), Christiana Trust Company of Delaware® (Christiana Trust DE) and WSFS SPE Services, LLC. The Company also has 1 unconsolidated subsidiary, WSFS Capital Trust III. WSFS Bank has 3 wholly owned subsidiaries: Beneficial Equipment Finance Corporation (BEFC), WSFS Investment Group, Inc. (WSFS Wealth® Investments), and 1832 Holdings, Inc., and 1 majority-owned subsidiary, NewLane Finance Company (NewLane ~~Finance)~~Finance®).

Overview

Founded in 1832, the Bank is one of the ten oldest bank and trust companies continuously operating under the same name in the United States (U.S.). The Company provides residential and commercial real estate, commercial and consumer lending services, as well as retail deposit and cash management services. The core banking business is commercial lending funded primarily by customer-generated deposits. In addition, the Company offers a variety of wealth management and trust services to personal and corporate customers. The Federal Deposit Insurance Corporation (FDIC) insures the customers’ deposits to their legal maximums. The Company serves its customers primarily from ~~115~~111 offices located in Pennsylvania (5451), Delaware (~~43)~~42), New Jersey (16), Virginia (1) and Nevada (1), its ATM network, website at www.wsfsbank.com and mobile app. Information on the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

The Company's leasing business is conducted by NewLane ~~Finance.~~Finance®. NewLane Finance® originates small business leases and provides commercial financing to businesses nationwide, targeting various equipment categories including technology, software, office, medical, veterinary and other areas. In addition, NewLane Finance® offers insurance through its subsidiary, Prime Protect, which commenced operations during the fourth quarter of 2020.

Basis of Presentation

In preparing the unaudited Consolidated Financial Statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Amounts subject to significant estimates include the allowance for credit losses (including loans and leases held for investment, investment securities available-for-sale and held-to-maturity), lending-related commitments, goodwill, intangible assets, post-retirement benefit obligations, the fair value of financial instruments, and income taxes. Among other effects, changes to these estimates could result in future impairments of investment securities, goodwill and intangible assets, the establishment of additional allowance and lending-related commitment reserves as well as increased post-retirement benefits expense.

The Company's accounting and reporting policies conform to Generally Accepted Accounting Principles in the U.S. (GAAP), prevailing practices within the banking industry for interim financial information and Rule 10-01 of SEC Regulation S-X (Rule 10-01). Rule 10-01 does not require us to include all information and notes that would be required in audited financial statements. Certain prior period amounts have been reclassified to conform with current period presentation. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any future quarters or for the year ending December 31, ~~2020.~~2021. These unaudited, interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~2019~~2020 Annual Report on Form 10-K) that was filed with the SEC on March ~~2, 2020~~1, 2021 and is available at www.sec.gov or on the website at www.wsfsbank.com. All significant intercompany accounts and transactions were eliminated in consolidation.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Company's ~~2019~~2020 Annual Report on Form 10-K. Those significant accounting policies remain unchanged at ~~June 30, 2020, except as described below:~~March 31, 2021.

~~Loans~~RECENT ACCOUNTING PRONOUNCEMENTS

Loans held for investment are recorded at amortized cost, net of allowance for credit losses. Amortized cost is the amount at which a financial asset is originated or acquired, adjusted for the amortization of premium and discount, net deferred fees or costs, collection of cash, and write-offs. Interest income on loans is recognized using the level yield method. Loan origination fees, commitment fees and direct loan origination costs are deferred and recognized over the life of the related loans using a level yield method over the period to maturity.

~~Allowance for Credit Losses - Loans and Leases~~Accounting Guidance Adopted in 2021

ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes: In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance adds new amendments to simplify income tax accounting and removes certain exceptions and modifies the accounting for certain income tax transactions. The guidance is effective for annual periods beginning after December 15, 2020. Early adoption is permitted. Adoption is required on a prospective, modified-retrospective or retrospective basis, depending on the amendment. The Company ~~establishes its allowance in accordance~~adopted this standard on January 1, 2021, on a prospective basis with ~~guidance provided in ASC 326,~~no impact to the Consolidated Financial Statements at the time of adoption.

ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815: ~~Financial Instruments - Credit Losses~~In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) –Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The ~~allowance~~new guidance clarifies that observable transactions under the measurement alternative method (ASC 321) should be considered when applying or discontinuing the equity method of accounting (ASC 323). The guidance also clarifies that certain non-derivative forward contracts and purchase call options to acquire securities, should be measured at fair value before settlement or exercise. The guidance is effective for ~~credit losses includes quantitative~~annual periods beginning after December 15, 2020. Early adoption is permitted. Use of the prospective method is required. The Company adopted this standard on January 1, 2021, on a prospective basis with no impact to the Consolidated Financial Statements at the time of adoption.

ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope: In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. The new guidance expands and ~~qualitative factors that comprise management's current estimate~~clarifies the scope of ~~expected credit losses, including~~ASU No. 2020-04 to include derivatives affected by changes in interest rates used for margining, discounting, or contract price alignment, commonly referred to as the ~~Company's portfolio mix~~“discounting transaction.” Derivatives impacted by the discounting transaction will be eligible for certain optional expedients and ~~segmentation, modeling methodology, historical loss experience, relevant available information from internal~~exceptions related to contract modifications and ~~external sources relating~~hedge accounting as defined in Topic 848. The guidance is effective upon issuance through December 31, 2022 and there was no impact to ~~reasonable~~the Company at the time the guidance became effective. The Company will apply this guidance to any derivatives affected by the discounting transition due to reference rate reform.

There was no accounting guidance pending adoption at March 31, 2021.

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3. NONINTEREST INCOME

Credit/debit card and ~~supportable forecasts about future economic conditions, prepayment speeds, and qualitative adjustment factors.~~ATM income

The ~~Company's portfolio segments, established based on similar risk characteristics~~following table presents the components of credit/debit card and ~~loss behaviors, are:~~ATM income:

•~~Commercial~~


	Three Months Ended March 31,
(Dollars in thousands)	2021		2020
Bailment fees	$	3,059	$	5,081
Interchange fees	3,055		5,616
Other card and ATM fees	691		662
Total credit/debit card and ATM income	$	6,805	$	11,359

Credit/debit card and ~~industrial, owner-occupied commercial, commercial mortgages, construction~~ATM income is composed of bailment fees, interchange fees, and ~~commercial small business leases (collectively, commercial loans),~~other card and

•~~Residential, equity secured lines and loans, installment loans, unsecured lines~~ ATM fees. Bailment fees are earned from bailment arrangements with customers. Bailment arrangements are legal relationships in which property is delivered to another party without a transfer of ~~credit and education loans (collectively, retail loans).~~

~~Expected credit losses are estimated over~~ownership. The party who transferred the contractual term, adjusted for expected prepayments and recoveries. The contractual term excludes any extensions, renewals and modifications unless the Company has reasonable expectations at the reporting date that it will result in a troubled debt restructuring (TDR) or they are not unconditionally cancellable. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis) and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and are individually evaluated for credit losses (individual basis).

Loans that share similar risk characteristics are collectively reviewed for credit loss and are evaluated based on historical loss experience, adjusted for current economic conditions and future economic forecasts. Estimated losses are determined differently for commercial and retail loans, and each portfolio segment is further segmented by internally assessed risk ratings.

~~The Company uses a third-party economic forecast to adjust the calculated historical loss rates~~property (the bailor) retains ownership interest of the ~~portfolio segments. The Company's economic forecast extends out 6 quarters (the forecast period) and reverts to~~property. In the ~~historical loss rates on a straight-line basis over 4 quarters (the reversion period) as it believes this to be reasonable and supportable in~~event that the ~~current environment. The economic forecast and reversion periods will be evaluated periodically by~~bailee files for bankruptcy protection, the ~~Company and updated as appropriate.~~

~~The historical loss rates for commercial loans are estimated by determining the probability of default (PD) and expected loss given default (LGD). The probability of default~~property is calculated based on the historical rate of migration to an event of credit loss during the look-back period. The historical loss rates for retail loans is calculated based solely on average net loss rates over the same look-back period. The current look-back period is 38 quarters which ensures historical loss rates are adequately considering losses within a full credit cycle.

~~Loans that do not share similar risk characteristics with any loan segments are evaluated on an individual basis. These loans, which may include TDRs, are~~ not included in the ~~collective basis evaluation. When it~~bailee's assets. The bailee pays an agreed-upon fee for the use of the bailor's property in exchange for the bailor allowing use of the assets at the bailee's site. Bailment fees are earned from cash that is ~~probable~~made available for customers' use at an offsite location, such as cash located in an ATM at a customer's place of business. These fees are typically indexed to a market interest rate. This revenue stream generates fee income through monthly billing for bailment services.

Credit/debit card and ATM income also includes interchange fees. Interchange fees are paid by a merchant's bank to a bank that issued a debit or credit card used in a transaction to compensate the issuing bank for the value and benefit the merchant receives from accepting electronic payments. These revenue streams generate fee income at the time a transaction occurs and are recorded as revenue at the time of the transaction. Interchange income decreased from the impact of the Durbin amendment on the first quarter of 2021 results. The Durbin Amendment is a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that established a cap on interchange fees for banks with over $10 billion in assets, and became effective for the Company ~~will not collect all principal~~on July 1, 2020.

Investment management and ~~interest due according~~fiduciary income

The following table presents the components of investment management and fiduciary income:


	Three Months Ended March 31,
(Dollars in thousands)	2021		2020
Trust fees	$	9,764	$	6,954
Wealth management and advisory fees	4,489		4,008
Total investment management and fiduciary income	$	14,253	$	10,962

Investment management and fiduciary income is composed of trust fees and wealth management and advisory fees. Trust fees are based on revenue earned from custody, escrow and trustee services on structured finance transactions; indenture trustee, administrative agent and collateral agent services to ~~their contractual terms, which is assessed~~institutions and corporations; commercial domicile and independent director services; and investment and trustee services to families and individuals across the U.S. Most fees are flat fees, except for a portion of personal and corporate trustee fees where the Company earns a percentage on the assets under management. This revenue stream primarily generates fee income through monthly, quarterly and annual billings for services provided.

Wealth management and advisory fees consists of fees from Cypress, West Capital, Powdermill® and WSFS Wealth® Investments. Wealth management and advisory fees are based on revenue earned from services including asset management, financial planning, family office, and brokerage. The fees are based on the ~~credit characteristics of the loan and/or payment status, these loans are individually reviewed and measured for potential credit loss.~~

~~The amount of the potential credit loss is measured using one of three methods: (i) the present~~market value of ~~expected future cash flows discounted at~~assets, are assessed as a flat fee, or are brokerage commissions. This revenue stream primarily generates fee income through quarterly and annual billing for the loan’s effective interest rate; (ii) the fair value of collateral, if the loan is collateral dependent; or (iii) the loan’s observable market price. If the measured fair value of the loan is less than the amortized cost basis of the loan, an allowance for credit loss is recorded.services.

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~~For collateral dependent loans,~~Deposit service charges

The following table presents the ~~expected credit losses~~components of deposit service charges:


	Three Months Ended March 31,
(Dollars in thousands)	2021		2020
Service fees	$	3,422	$	3,211
Return and overdraft fees	1,578		2,332
Other deposit service fees	460		104
Total deposit service charges	$	5,460	$	5,647

Deposit service charges includes revenue earned from core deposit products, certificates of deposit, and brokered deposits. The Company generates fee revenues from deposit service charges primarily through service charges and overdraft fees. Service charges consist primarily of monthly account maintenance fees, cash management fees, foreign ATM fees and other maintenance fees. All of these revenue streams generate fee income through service charges for monthly account maintenance and similar items, transfer fees, late fees, overlimit fees, and stop payment fees. Revenue is recorded at the ~~individual asset level is~~time of the ~~difference between~~transaction.

Other income

The following table presents the ~~collateral's fair value (less cost to sell) and the amortized cost.~~components of other income:

~~Qualitative adjustment factors consider various internal and external conditions~~


	Three Months Ended March 31,
(Dollars in thousands)	2021		2020
Managed service fees	$	3,609	$	4,031
Currency preparation	948		840
ATM loss protection	622		647
Miscellaneous products and services	3,506		1,435
Total other income	$	8,685	$	6,953

Other income consists of managed service fees, which are ~~allocated among loan segments~~primarily courier fees related to cash management, currency preparation, ATM loss protection and ~~take into consideration:~~other miscellaneous products and services offered by the Bank. These fees are primarily generated through monthly billings or at the time of the transaction.

•~~Current underwriting policies, staff and portfolio concentrations,~~

•~~Risk rating accuracy, credit and administration,~~

•~~Internal risk emergence (including internal trends of delinquency, and criticized loans by segment),~~

•~~Economic forecasts and conditions - locally and nationally (including market trends impacting collateral values), and~~

•~~Competitive environment, as it could impact loan structure and underwriting.~~

These factors are based on their relative standing compared to the period in which historical losses are used in quantitative reserve estimates and current directional trends, and reasonable and supportable forecasts. Qualitative factors in the model can add to or subtract from quantitative reserves.Arrangements with multiple performance obligations

The Company's ~~loan officers and risk managers meet at least quarterly~~contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to discuss and review the conditions and risks associated with individual problem loans. In addition, various regulatory agencies periodically review the Company's loan ratings and allowance for credit losses and the Bank's internal loan review department performs loan reviews.

~~Accrued interest receivable~~each performance obligation based on ~~loans is excluded from the estimate of credit losses and is included in~~ ~~Accrued interest receivable~~its relative standalone selling price. The Company generally determines standalone selling prices based on the ~~Consolidated Statements~~prices charged to customers.

Practical expedients and exemptions

The Company does not disclose the value of ~~Financial Condition.~~

~~For additional detail regarding the allowance~~unsatisfied performance obligations for ~~credit losses~~(i) contracts with an original expected length of one year or less and ~~the provision for credit losses, see Note 7.~~

~~Past Due and Nonaccrual Loans~~

Past due loans are defined as loans contractually past due 30 days or more as to principal or interest payments but which remain in accrual status because they are considered well secured and in the process of collection.

Nonaccruing loans are those on which the accrual of interest has ceased. Loans are placed on nonaccrual status immediately if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more and the loan is not well secured and in the process of collection. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed and charged against interest income. In addition, the amortization of net deferred loan fees is suspended when a loan is placed on nonaccrual status. Subsequent cash receipts are applied either to the outstanding principal balance or recorded as interest income, depending on the Company’s assessment of the ultimate collectability of principal and interest. Loans are returned to accrual status when the Company assesses that the borrower has the ability to make all principal and interest payments in accordance with the terms of the loan (i.e. a consistent repayment record, generally six consecutive payments, has been demonstrated).

Unless loans are well-secured and collection is imminent, for loans greater than 90 days past due their respective reserves are generally charged off once the loss has been confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off.

~~A loan,~~(ii) contracts for which the ~~terms have been modified resulting in a concession~~Company recognizes revenue at the amount to which it has the borrower experiencing financial difficulty, is considered a TDR. Principal balances are generally not forgiven when a loan is modified as a TDR. Nonaccruing restructured loans remain in nonaccrual status until there has been a period of sustained repayment performance demonstrated, as noted above, and repayment is reasonably assured.

~~On March 27, 2020, the CARES Act was signed into law, which allows financial institutions~~right to exclude eligible loan modifications from TDR reporting under its loan forbearance program. Eligible modifications must be related to the COVID-19 pandemic, executed on a loan that was not more than 30 days past due as of December 31, 2019 and executed between March 1, 2020 and the earlier of 60 days after the date of the termination of the national emergency or December 31, 2020. Management has elected to account and report eligible modifications under the provisions of the CARES Act.

~~For additional detail regarding past due and nonaccrual loans, see Note 7.~~invoice for services performed.

See Note 15 for further information about the disaggregation of noninterest income by segment.

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4. EARNINGS PER SHARE

The following table shows the computation of basic and diluted earnings per share:


	Three Months Ended March 31,
(Dollars and shares in thousands, except per share data)	2021		2020
Numerator:
Net income attributable to WSFS	$	65,082	$	10,927
Denominator:
Weighted average basic shares	47,509		51,086
Dilutive potential common shares	283		78
Weighted average fully diluted shares	47,792		51,164
Earnings per share:
Basic	$	1.37	$	0.21
Diluted	$	1.36	$	0.21
Outstanding common stock equivalents having no dilutive effect	3		10

Basic earnings per share is calculated by dividing Net income attributable to WSFS by the weighted-average basic shares outstanding. Diluted earnings per share is calculated by dividing Net income attributable to WSFS by the weighted-average fully diluted shares outstanding, using the treasury stock method. Fully diluted shares include the adjustment for the dilutive effect of common stock awards, which include outstanding stock options and unvested restricted stock units from the 2013 Incentive Plan and the 2018 Incentive Plan.

5. INVESTMENTS

~~Debt Securities~~

~~Investments in debt securities are classified into one of the following three categories and accounted for as follows:~~

•~~Securities purchased with the intent of selling them in the near future are classified as “trading” and reported at fair value, with unrealized gains and losses included in earnings.~~

•~~Securities purchased with the positive intent and ability to hold to maturity are classified as “held-to-maturity” and reported at amortized cost.~~

•Securities not classified as either trading or held-to-maturity are classified as “available-for-sale” and reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of tax, as a separate component of stockholders’ equity in accumulated other comprehensive income (loss). Realized gains and losses on sales of investment and mortgage-backed securities (MBS) are determined using the specific identification method. All sales are made without recourse.

Debt securities mostly include mortgage-backed securities (MBS), municipal bonds, and U.S. government and agency securities. Premiums and discounts on MBS collateralized by residential 1-4 family loans are recognized in interest income using a level yield method over the period to expected maturity. Premiums and discounts on all other securities are recognized on a straight line basis over the period to expected maturity, with the exception of premiums on callable debt securities, which are recognized over the period to the earliest call date.

~~The fair value of debt securities is primarily obtained from third-party pricing services. Implicit in the valuation of MBS are estimated prepayments based on historical and current market conditions.~~

A debt security is placed on nonaccrual status at the time any principal or interest payments are contractually past due 90 days or more. Interest accrued but not received for a security placed on nonaccrual status is reversed against interest income.

The Company's investment portfolio is reviewed each quarter for indications of potential credit losses. Refer to the respective held-to-maturity and available-for-sale debt securities sections for management's discussion of the allowance for credit loss for each portfolio.

~~Allowance for Credit Losses - Held-to-Maturity Debt Securities~~

~~The Company follows Accounting Standards Codification (ASC) 326-20,~~ ~~Financial Instruments - Credit Loss - Measured at Amortized Cost,~~ to measure expected credit losses on held-to-maturity debt securities on a collective basis by security investment grade. The estimate of expected credit losses considers historical credit loss information adjusted by a security's credit rating.

The Company classifies the held-to-maturity debt securities into the following major security types: state and political subdivisions, and foreign bonds. These securities are highly rated with a history of no credit losses, and are assigned ratings based on the most recent data from ratings agencies depending on the availability of data for the security. Credit ratings of held-to-maturity debt securities, which are a significant input in calculating the expected credit loss, are reviewed on a quarterly basis.

~~Accrued interest receivable on held-to-maturity debt securities is excluded from the estimate of credit losses and is included in~~ ~~Accrued interest receivable~~ ~~on the Consolidated Statements of Financial Condition.~~

~~Allowance for Credit Losses - Available-for-Sale Debt Securities~~

~~The Company follows ASC 326-30,~~ ~~Financial Instruments -~~ ~~Credit Loss - Available-for-Sale Debt Securities,~~ which provides guidance related to the recognition of and expanded disclosure requirements for expected credit losses on available-for-sale debt securities. For available-for-sale debt securities in an unrealized loss position, the Company first evaluates whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either criteria is met, the security's amortized cost basis is reduced to fair value and recognized as a reduction to ~~Noninterest income~~ ~~in the Consolidated Statements of Income.~~

For debt securities available-for-sale which the Company does not intend to sell, or it is not likely the security would be required to be sold before recovery, it evaluates whether a decline in fair value has resulted from credit losses or other adverse factors, such as a change in the security's credit rating. In assessing whether a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance is recorded, limited to the fair value of the security.

~~Table of Contents~~

The Company performs this analysis on a quarterly basis to review the conditions and risks associated with the individual securities. Credit losses on an impaired security shall continue to be measured using the present value of expected future cash flows. Any impairment not recorded through an allowance for credit loss is included in other comprehensive income (loss), net of the tax effect. The Company is required to use its judgment in determining impairment in certain circumstances.

~~For additional detail regarding debt securities, see Note 5.~~

~~Unfunded Lending Commitments~~

For unfunded lending commitments, the Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the probability of default and utilization rate at default to calculate expected credit losses on commitments expected to be funded based on historical losses.

~~The allowance for credit losses for off-balance sheet exposures is included in~~ ~~Other liabilities~~ ~~on the Consolidated Statements of Financial Condition and the provision for credit losses for off-balance sheet exposure is included in~~ ~~Loan workout and other credit costs~~ ~~on the Consolidated Statements of Income.~~

~~For additional detail regarding the allowance for credit losses and the provision for credit losses, see Note 16.~~

~~RECENT ACCOUNTING PRONOUNCEMENTS~~

~~Accounting Guidance Adopted in 2020~~

~~ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326):~~ ~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326)~~. ASU 2016-13 replaces the incurred loss impairment methodology with the current expected credit losses (CECL) methodology which requires management consideration and judgment of a broader range of information to determine credit loss estimates.

~~In November 2018, the FASB issued ASU 2018-19,~~ ~~Codification Improvements to Topic 326, clarifying that operating lease receivables are not within the scope of Topic 326. In December 2018, federal regulators issued a final rule related to regulatory capital and CECL~~ (Regulatory Capital Rule: Implementation and Transition of the Current Expected Credit Losses Methodology for Allowances and Related Adjustments to the Regulatory Capital Rule and Conforming Amendments to Other Regulations)~~, intended to provide regulatory capital relief for entities transitioning to CECL. In May 2019, the FASB issued ASU No. 2019-05,~~ ~~Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief~~, providing entities the option to irrevocably elect the fair value option on eligible financial instruments, which excluded held-to-maturity debt securities. In November 2019, the FASB issued ASU No. 2019-11, ~~Codification Improvements to Topic 326, Financial Instruments—Credit Losses,~~ clarifying guidance on expected recoveries for purchased credit deteriorated financial assets, accrued interest receivable and collateral maintenance provisions and providing transition relief for troubled debt restructurings. In March 2020, the FASB issued ASU No. 2020-03, ~~Codification Improvements to Financial Instruments, clarifying the contractual term of a net investment in a lease and the requirement to establish an allowance for credit loss when an entity regains control of sold financial assets.~~

While the CARES Act provided an option to defer implementation of the CECL methodology, the Company adopted this guidance on January 1, 2020, using the modified retrospective approach for financial assets recorded at amortized cost with the exception of purchase credit deteriorated (PCD) assets, which were previously classified as purchase credit impaired (PCI) accounted for under ASC 310-30, adopted using the prospective approach. The cumulative effect of the adoption resulted in a $30.4 million decrease to the beginning balance of retained earnings as of January 1, 2020. Results and disclosures for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. For further details on the impact of the adoption, accounting policies, elections, and practical expedients applied, see updated Significant Accounting Policies and CECL disclosures throughout the Notes to the Consolidated Financial Statements.

~~Table of Contents~~

The following table illustrates the impact of ASC 326 on loans, leases, purchased financial assets, debt securities, other assets and unfunded lending commitments compared to the incurred loss approach, as disclosed prior to adoption on January 1, 2020.

January 1, 2020
As reported under ASC 326 Pre-ASC 326 Adoption Impact of ASC 326 Adoption
(Dollars in thousands)
Assets:
Investment securities, held-to-maturity
State and political subdivisions $ (8) $ — $ (8)
Allowance for credit losses on held-to-maturity debt securities $ (8) $ — $ (8)
Loans and leases
Commercial and industrial⁽¹⁾
(42,596) (22,849) (19,747)
Owner-occupied commercial (3,144) (4,616) 1,472
Commercial mortgages (9,114) (7,452) (1,662)
Construction (4,572) (3,891) (681)
Residential (8,903) (1,381) (7,522)
Consumer (15,102) (7,387) (7,715)
Allowance for credit losses on loans and leases $ (83,431) $ (47,576) $ (35,855)
Other assets
Deferred tax assets 18,452 9,991 8,461
Liabilities:
Other liabilities
Allowance for credit losses on unfunded lending commitments (4,513) (1,547) (2,966)
Total ASC 326 impact to retained earnings $ 30,368

⁽¹⁾~~Includes commercial small business leases.~~

~~ASU No. 2018-13,~~ ~~Fair Value Measurement Disclosure Framework:~~ ~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement Disclosure Framework, which amended ASC 820 -~~ ~~Fair Value Measurement~~. The new guidance modifies, adds and removes certain disclosures aimed to improve the overall usefulness of the disclosure requirements for fair value measurements. The guidance is effective in annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted. Adoption is required on either a prospective or retrospective basis, depending on the amendment. The Company adopted this standard on January 1, 2020. See Note 13 for changes to financial statement disclosures resulting from the adoption of this standard.

~~ASU No. 2018-14,~~ ~~Compensation-Retirement Benefits - Defined Benefit Plans-General (Topic 715):~~ ~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation-Retirement Benefits - Defined Benefit Plans-General (Topic 715)~~ which applies to all employers that provide defined benefit pension or other postretirement benefit plans for their employees. The new guidance modifies, adds and removes certain disclosures aimed to improve the overall usefulness of the disclosure requirements to financial statement users. The guidance is effective for annual periods beginning after December 15, 2020. Early adoption is permitted. Use of the retrospective method is required. The Company early adopted this standard on January 1, 2020. See Note 11 for changes to financial statement disclosures resulting from the adoption of this standard.

~~ASU No. 2018-15,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Topic 350)~~:~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Topic 350)~~. The new guidance provided clarity on capitalizing and expensing implementation costs for cloud computing arrangements in a service contract. If an implementation cost is capitalized, the cost should be recognized over the noncancellable term and periodically assessed for impairment. The guidance is effective in annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted. Adoption can be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this standard on January 1, 2020, on a prospective basis with no impact to the Consolidated Financial Statements at the time of adoption.

~~Table of Contents~~

~~ASU No. 2019-04,~~ ~~Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments:~~ ~~In April 2019, the FASB issued ASU No. 2019-04,~~ ~~Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.~~ The new guidance amended ASU 2016-13 to address topics related to accrued interest receivables, recoveries, disclosures, and provides certain other clarifications. The new guidance also amended ASU 2017-12 to provide clarification on certain hedge accounting topics and transition requirements. Lastly, the new guidance amended ASU 2016-01, ~~Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities~~, to add clarifying guidance when using the measurement alternative under ASC 820, among certain other clarifications. The guidance is effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Adoption is required on a prospective, modified-retrospective or retrospective basis, depending on the amendment. The Company included the amendments related to ASU 2016-13 as part of its CECL guidance implementation and adoption at January 1, 2020. The Company adopted other amendments within this guidance on January 1, 2020 with no impact to the Consolidated Financial Statements at the time of adoption.

~~Accounting Guidance Pending Adoption at June 30, 2020~~

~~ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~: ~~In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.~~ The guidance adds new amendments to simplify income tax accounting and removes certain exceptions and modifies the accounting for certain income tax transactions. The guidance is effective for annual periods beginning after December 15, 2020. Early adoption is permitted. Adoption is required on a prospective, modified-retrospective or retrospective basis, depending on the amendment. The Company does not expect the application of this guidance to have a material impact on the Consolidated Financial Statements.

ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815: ~~In January 2020, the FASB issued ASU No. 2020-01,~~ ~~Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) –Clarifying the Interactions between Topic 321, Topic 323, and Topic 815~~. The new guidance clarifies that observable transactions under the measurement alternative method (ASC 321) should be considered when applying or discontinuing the equity method of accounting (ASC 323). The guidance also clarifies that certain non-derivative forward contracts and purchase call options to acquire securities, should be measured at fair value before settlement or exercise. The guidance is effective for annual periods beginning after December 15, 2020. Early adoption is permitted. Use of the prospective method is required. The Company does not expect the application of this guidance to have a material impact on the Consolidated Financial Statements.

~~ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting:~~ ~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.~~ The amendments provide optional guidance to entities for a limited period of time to ease the transition in accounting for and recognizing the effects of reference rate reform on financial reporting. Under the guidance, modifications of contracts due to reference rate reform will not require contract remeasurement or reassessment of a previous accounting determination. For hedge accounting, modification of critical terms of the hedge due to changes in reference rate reform will not affect hedge accounting or dedesignate the hedging relationship. The guidance also provides specific expedients for fair value hedges, cash flow hedges, and excluded components. Further, the guidance provides a one-time election to sell or transfer held to maturity debt securities that are affected by the reference rate change. The guidance is effective upon issuance through December 31, 2022. The Company will apply the guidance to any contracts modifications made due to reference rate reform.

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~~3. NONINTEREST INCOME~~

~~Credit/debit card and ATM income~~

~~The following table presents the components of credit/debit card and ATM income:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2020 2019 2020 2019
Bailment fees $ 3,080 $ 6,908 $ 8,161 $ 13,807
Interchange fees 5,631 6,452 11,247 10,839
Other card and ATM fees 595 317 1,257 546
Total credit/debit card and ATM income $ 9,306 $ 13,677 $ 20,665 $ 25,192

Credit/debit card and ATM income is composed of bailment fees, interchange fees, and other card and ATM fees are earned from bailment arrangements with customers. Bailment arrangements are legal relationships in which property is delivered to another party without a transfer of ownership. The party who transferred the property (the bailor) retains ownership interest of the property. In the event that the bailee files for bankruptcy protection, the property is not included in the bailee's assets. The bailee pays an agreed-upon fee for the use of the bailor's property in exchange for the bailor allowing use of the assets at the bailee's site. Bailment fees are earned from cash that is made available for customers' use at an offsite location, such as cash located in an ATM at a customer's place of business. These fees are typically indexed to a market interest rate. This revenue stream generates fee income through monthly billing for bailment services.

~~Investment management and fiduciary income~~

~~The following table presents the components of investment management and fiduciary income:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2020 2019 2020 2019
Trust fees $ 7,308 $ 6,685 $ 14,262 $ 13,250
Wealth management and advisory fees 3,621 3,697 7,629 7,279
Total investment management and fiduciary income $ 10,929 $ 10,382 $ 21,891 $ 20,529

Investment management and fiduciary income is composed of trust fees and wealth management and advisory fees. Trust fees are based on revenue earned from custody, escrow and trustee services on structured finance transactions; indenture trustee, administrative agent and collateral agent services to institutions and corporations; commercial domicile and independent director services; and investment and trustee services to families and individuals across the U.S. Most fees are flat fees, except for a portion of personal and corporate trustee fees where the Company earns a percentage on the assets under management. This revenue stream primarily generates fee income through monthly, quarterly and annual billings for services provided.

Wealth management and advisory fees consists of fees from West Capital, Cypress, Powdermill and WSFS Wealth Investments. Wealth management and advisory fees are based on revenue earned from services including asset management, financial planning, family office, and brokerage. The fees are based on the market value of assets, are assessed as a flat fee, or are brokerage commissions. This revenue stream primarily generates fee income through quarterly and annual billing for the services.

~~Table of Contents~~

~~Deposit service charges~~

~~The following table presents the components of deposit service charges:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2020 2019 2020 2019
Service fees $ 2,919 $ 3,179 $ 6,130 $ 5,895
Return and overdraft fees 1,134 2,696 3,466 4,544
Other deposit service fees 122 228 226 410
Total deposit service charges $ 4,175 $ 6,103 $ 9,822 $ 10,849

~~Other income~~

~~The following table presents the components of other income:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2020 2019 2020 2019
Managed service fees $ 3,724 $ 3,624 $ 7,755 $ 6,566
Currency preparation 919 851 1,759 1,590
ATM loss protection 571 652 1,218 1,280
Miscellaneous products and services 766 2,607 2,201 6,005
Total other income $ 5,980 $ 7,734 $ 12,933 $ 15,441

Other income consists of managed service fees, which are primarily courier fees related to cash management, currency preparation, ATM loss protection and other miscellaneous products and services offered by the Bank. These fees are primarily generated through monthly billings or at the time of the transaction. ~~Miscellaneous products and services~~ include gains from the sale of SBA loans, which were higher during the three and six months ended June 30, 2019, and a non-recurring transfer of client accounts to a departing Wealth investment advisor in accordance with the buy-out provisions of the advisor's contract, which occurred during the six months ended June 30, 2019.

~~Arrangements with multiple performance obligations~~

The Company's contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers.

~~Practical expedients and exemptions~~

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

~~See Note 15 for further information about the disaggregation of noninterest income by segment.~~

~~Table of Contents~~

~~4. (LOSS) EARNINGS PER SHARE~~

~~The following table shows the computation of basic and diluted earnings per share:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars and shares in thousands, except per share data) 2020 2019 2020 2019
Numerator:
Net (loss) income attributable to WSFS $ (7,111) $ 36,200 $ 3,816 $ 49,223
Denominator:
Weighted average basic shares 50,655 53,253 50,871 46,103
Dilutive potential common shares⁽¹⁾
— 263 40 335
Weighted average fully diluted shares $ 50,655 $ 53,516 $ 50,911 $ 46,438
(Loss) earnings per share:
Basic $ (0.14) $ 0.68 $ 0.08 $ 1.07
Diluted $ (0.14) $ 0.68 $ 0.07 $ 1.06
Outstanding common stock equivalents having no dilutive effect 48 1 15 1

⁽¹⁾For the three months ended June 30, 2020, the effect of 14 thousand dilutive potential common shares were excluded from the computation of diluted net loss per common share, as these shares would have been antidilutive due to the net loss reported in this period.

~~5. INVESTMENTS~~

Debt Securities

The following tables detail the amortized cost, allowance for credit losses and the estimated fair value of the Company's investments in available-for-sale and held-to-maturity debt securities. NaN of the Company's investments in debt securities are classified as trading.


		June 30, 2020																			March 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Allowance for Credit Losses		Fair Value		(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Allowance for Credit Losses		Fair Value
Available-for-Sale Debt Securities	Available-for-Sale Debt Securities											Available-for-Sale Debt Securities
CMO	CMO	$	343,725	$	12,185	$	89	$	—	$	355,821	CMO	$	564,055	$	5,604	$	15,223	$	0	$	554,436
FNMA MBS	FNMA MBS	1,326,940		67,158		63		—		1,394,035		FNMA MBS	1,997,140		35,151		34,246		0		1,998,045
FHLMC MBS	FHLMC MBS	280,752		16,795		—		—		297,547		FHLMC MBS	182,271		8,941		759		0		190,453
GNMA MBS	GNMA MBS	29,567		1,257		—		—		30,824		GNMA MBS	25,011		907		83		0		25,835
GSE		116,130		1,071		39		—		117,162
GSE agency notes												GSE agency notes	232,509		0		13,393		0		219,116
		$	2,097,114	$	98,466	$	191	$	—	$	2,195,389		$	3,000,986	$	50,603	$	63,704	$	0	$	2,987,885
Held-to-Maturity Debt Securities⁽¹⁾	Held-to-Maturity Debt Securities⁽¹⁾											Held-to-Maturity Debt Securities(1)
State and political subdivisions	State and political subdivisions	$	127,108	$	4,597	$	—	$	8	$	131,697	State and political subdivisions	$	103,027	$	4,107	$	0	$	5	$	107,129
Foreign bonds	Foreign bonds	501		—		—		—		501		Foreign bonds	501		0		1		0		500
		$	127,609	$	4,597	$	—	$	8	$	132,198		$	103,528	$	4,107	$	1	$	5	$	107,629

⁽¹⁾Held-to-maturity securities transferred from available-for-sale are included in held-to-maturity at amortized cost basis at the time of transfer. The amortized cost of transferred held-to-maturity securities included net unrealized gains of ~~$0.5~~$0.3 million at ~~June 30, 2020, related to securities transferred,~~March 31, 2021, which are offset in Accumulated other comprehensive (loss) income. At the time of transfer, there was no allowance for credit loss on the available-for-sale securities. Subsequent to transfer, the securities were evaluated for credit loss. ~~See Note 2 for updated Significant Accounting Policies on held-to-maturity debt securities.~~

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		December 31, 2019															December 31, 2020
(Dollars in thousands)	(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Allowance for Credit Losses		Fair Value
Available-for-Sale Debt Securities	Available-for-Sale Debt Securities									Available-for-Sale Debt Securities
CMO	CMO	$	336,194	$	4,578	$	542	$	340,230	CMO	$	461,819	$	9,949	$	443	$	0	$	471,325
FNMA MBS	FNMA MBS	1,219,522		25,717		2,786		1,242,453		FNMA MBS	1,544,105		55,747		882		0		1,598,970
FHLMC MBS	FHLMC MBS	320,896		8,641		591		328,946		FHLMC MBS	190,856		12,142		105		0		202,893
GNMA MBS	GNMA MBS	32,871		477		63		33,285		GNMA MBS	22,716		1,046		0		0		23,762
GSE agency notes										GSE agency notes	230,769		1,987		649		0		232,107
		$	1,909,483	$	39,413	$	3,982	$	1,944,914		$	2,450,265	$	80,871	$	2,079	$	0	$	2,529,057
Held-to-Maturity Debt Securities⁽¹⁾	Held-to-Maturity Debt Securities⁽¹⁾									Held-to-Maturity Debt Securities(1)
State and political subdivisions	State and political subdivisions	$	131,600	$	3,023	$	—	$	134,623	State and political subdivisions	$	111,246	$	4,678	$	0	$	6	$	115,918
Foreign bonds	Foreign bonds	2,001		1		—		2,002		Foreign bonds	501		2		0		0		503
		$	133,601	$	3,024	$	—	$	136,625		$	111,747	$	4,680	$	0	$	6	$	116,421

⁽¹⁾Held-to–maturity securities transferred from available-for-sale are included in held-to-maturity at fair value at the time of transfer. The amortized cost of transferred held-to-maturity securities included net unrealized gains of ~~$0.6~~$0.4 million at December 31, ~~2019, related to securities transferred,~~2020, which are offset in Accumulated other comprehensive (loss) income. At the time of transfer, there was no allowance for credit loss on the available-for-sale securities. Subsequent to transfer, the securities were evaluated for credit loss.

The scheduled maturities of available-for-sale debt securities at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are presented in the table below:


		Available-for-Sale							Available-for-Sale
		Amortized		Fair			Amortized		Fair
(Dollars in thousands)	(Dollars in thousands)	Cost		Value		(Dollars in thousands)	Cost		Value
June 30, 2020⁽¹⁾
March 31, 2021 (1)						March 31, 2021 (1)
Within one year	Within one year	$	—	$	—	Within one year	$	0	$	0
After one year but within five years	After one year but within five years	33,142		34,759		After one year but within five years	57,993		60,781
After five years but within ten years	After five years but within ten years	217,301		229,175		After five years but within ten years	233,748		235,304
After ten years	After ten years	1,846,671		1,931,455		After ten years	2,709,245		2,691,800
		$	2,097,114	$	2,195,389		$	3,000,986	$	2,987,885
December 31, 2019⁽¹⁾
December 31, 2020 (1)						December 31, 2020 (1)
Within one year	Within one year	$	—	$	—	Within one year	$	0	$	0
After one year but within five years	After one year but within five years	22,136		22,207		After one year but within five years	37,852		39,985
After five years but within ten years	After five years but within ten years	194,197		194,376		After five years but within ten years	239,845		251,874
After ten years	After ten years	1,693,150		1,728,331		After ten years	2,172,568		2,237,198
		$	1,909,483	$	1,944,914		$	2,450,265	$	2,529,057

⁽¹⁾Actual maturities could differ from contractual maturities.

2216

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The scheduled maturities of held-to-maturity debt securities at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are presented in the table below:


		Held-to-Maturity							Held-to-Maturity
		Amortized		Fair			Amortized		Fair
(Dollars in thousands)	(Dollars in thousands)	Cost		Value		(Dollars in thousands)	Cost		Value
June 30, 2020 ⁽¹⁾
March 31, 2021 (1)						March 31, 2021 (1)
Within one year	Within one year	$	1,130	$	1,131	Within one year	$	1,135	$	1,140
After one year but within five years	After one year but within five years	5,197		5,286		After one year but within five years	971		985
After five years but within ten years	After five years but within ten years	31,881		33,015		After five years but within ten years	41,075		42,558
After ten years	After ten years	89,401		92,766		After ten years	60,347		62,946
		$	127,609	$	132,198		$	103,528	$	107,629
December 31, 2019⁽¹⁾
December 31, 2020 (1)						December 31, 2020 (1)
Within one year	Within one year	$	2,649	$	2,653	Within one year	$	1,144	$	1,154
After one year but within five years	After one year but within five years	4,239		4,270		After one year but within five years	972		990
After five years but within ten years	After five years but within ten years	35,288		35,967		After five years but within ten years	35,967		37,317
After ten years	After ten years	91,425		93,735		After ten years	73,664		76,960
		$	133,601	$	136,625		$	111,747	$	116,421

⁽¹⁾Actual maturities could differ from contractual maturities.

~~Mortgage-backed securities (MBS)~~MBS may have expected maturities that differ from their contractual maturities. These differences arise because issuers may have the right to call securities and borrowers may have the right to prepay obligations with or without prepayment penalty. The estimated weighted average duration of MBS was ~~1.3~~5.0 years at ~~June 30, 2020.~~March 31, 2021.

The held-to-maturity debt securities are not collateral-dependent securities as these are general obligation bonds issued by cities, states, counties, or other local and foreign governments.

Investment securities with fair market values aggregating $1.4 billion and ~~$1.1~~$1.3 billion were pledged as collateral for retail customer repurchase agreements, municipal deposits, and other obligations as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company sold ~~$109.6~~$9.3 million of debt securities categorized as available-for-sale, resulting in ~~$2.6~~$0.3 million of realized gains and 0 realized losses. During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company sold ~~$602.5~~$30.6 million of debt securities categorized as available-for-sale ~~of which $578.8~~resulting in $0.7 million ~~was related to the acquisition~~ of ~~Beneficial. The remaining $23.7 million resulted in~~ realized gains ~~of less than $0.1 million~~ and 0 realized losses.

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company's debt securities portfolio had remaining unamortized premiums of ~~$35.0~~$66.1 million and ~~$15.1~~$60.4 million, respectively, and unaccreted discounts of ~~$3.5~~$3.4 million and ~~$4.1~~$2.6 million, respectively.

Table of Contents

For debt securities ~~with~~in an unrealized ~~losses~~loss position and an allowance has not been recorded, the table below shows the gross unrealized losses and fair value by investment category and length of time that individual debt securities were in a continuous unrealized loss position at ~~June 30, 2020.~~March 31, 2021.


		Duration of Unrealized Loss Position																				Duration of Unrealized Loss Position
		Less than 12 months						12 months or longer							Total							Less than 12 months				12 months or longer		Total
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized				Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	(Dollars in thousands)	Value		Loss		Value		Loss		Value		Loss		(Dollars in thousands)		Value		Loss		Value		Loss		Value		Loss
Available-for-sale debt securities:	Available-for-sale debt securities:													Available-for-sale debt securities:
CMO	CMO	$	40,948	$	89	$	—	$	—	$	40,948	$	89	CMO		$	288,625	$	15,223	$	0	$	0	$	288,625	$	15,223
FNMA MBS	FNMA MBS	45,453		60		4,403		3		49,856		63		FNMA MBS		1,241,199		34,243		4,330		3		1,245,529		34,246
FHLMC MBS														FHLMC MBS		17,936		759		0		0		17,936		759
GNMA MBS														GNMA MBS		4,969		83		0		0		4,969		83
GSE agency notes														GSE agency notes		219,116		13,393		0		0		219,116		13,393
																$	1,771,845	$	63,701	$	4,330	$	3	$	1,776,175	$	63,704

GSE		18,351		39		—		—		18,351		39
Total		$	104,752	$	188	$	4,403	$	3	$	109,155	$	191
Held-to-maturity debt securities:														Held-to-maturity debt securities:

Foreign bonds														Foreign bonds		$	500	$	1	$	0	$	0	$	500	$	1
																$	500	$	1	$	0	$	0	$	500	$	1

~~Table of Contents~~

For debt securities ~~with~~in an unrealized ~~losses,~~loss position, the table below shows the gross unrealized losses and fair value by investment category and length of time that individual debt securities were in a continuous unrealized loss position at December 31, ~~2019.~~2020.

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 $ 47,376 $ 481 $ 7,999 $ 61 $ 55,375 $ 542
FNMA MBS 310,312 2,681 6,522 105 316,834 2,786
FHLMC MBS 35,354 541 2,836 50 38,190 591
GNMA MBS 1,847 4 5,742 59 7,589 63
Total temporarily impaired investments $ 394,889 $ 3,707 $ 23,099 $ 275 $ 417,988 $ 3,982
Held-to-maturity debt securities:
State and political subdivisions ⁽¹⁾
$ 523 $ — $ — $ — $ 523 $ —

⁽¹⁾~~State and political subdivisions with an unrealized loss position of less than twelve months had an unrealized loss of less than $1 thousand at December 31, 2019.~~


	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	$	183,983	$	443	$	0	$	0	$	183,983	$	443
FNMA MBS	289,338		879		4,355		3		293,693		882
FHLMC MBS	5,191		105		0		0		5,191		105

GSE agency notes	101,016		649		0		0		101,016		649
	$	579,528	$	2,076	$	4,355	$	3	$	583,883	$	2,079

At ~~June 30, 2020,~~March 31, 2021, available-for-sale debt securities for which the amortized cost basis exceeded fair value totaled ~~$109.2 million.~~$1.8 billion. Total unrealized losses on these securities were ~~$0.2~~$63.7 million at ~~June 30, 2020.~~March 31, 2021. The Company does not have the intent to sell, nor is it more likely than not it will be required to sell these securities before it is able to recover the amortized cost basis. The unrealized losses are the result of changes in market interest rates subsequent to purchase, not credit loss, as these are highly rated agency securities with no expected credit loss, in the event of a default. As a result, there is no0 allowance for credit losses recorded for available-for-sale debt securities as of ~~June 30, 2020.~~March 31, 2021.

At ~~June 30,~~March 31, 2021 and December 31, 2020, held-to-maturity debt securities had an amortized cost basis of ~~$127.6 million.~~$103.5 million and $111.7 million, respectively. The held-to-maturity debt security portfolio primarily consists of highly rated municipal bonds. The Company monitors credit quality of its debt securities through credit ratings. The following table summarizes the amortized cost of debt securities held-to-maturity as of ~~June 30,~~March 31, 2021, aggregated by credit quality indicator:


(Dollars in thousands)	State and political subdivisions		Foreign bonds
A+ rated or higher	$	102,901	$	501
Not rated	126		0
Ending balance	$	103,027	$	501

Table of Contents

The following table summarizes the amortized cost of debt securities held-to-maturity as of December 31, 2020, aggregated by credit quality indicator:


(Dollars in thousands)	(Dollars in thousands)	State and political subdivisions		Foreign bonds		(Dollars in thousands)	State and political subdivisions		Foreign bonds
AA-rated or higher		$	126,683	$	501
BBB-		425		—
A+ rated or higher						A+ rated or higher	$	110,959	$	501
Not rated						Not rated	287		0
Ending balance	Ending balance	$	127,108	$	501	Ending balance	$	111,246	$	501

~~As a result of the adoption of ASC 326 on January 1, 2020, the~~The Company reviewed its held-to-maturity debt securities by major security type for potential credit losses. There was no activity in the allowance for credit losses for foreign bond debt securities for the three months ended March 31, 2021 and 2020. The following table presents the activity in the allowance for credit losses for state and political subdivisions debt securities ~~held-to-maturity by major security type~~ for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020:


~~(Dollars in thousands)~~	~~State and political subdivisions~~		~~Foreign bonds~~
~~Allowance for credit losses:~~
~~Beginning balance~~	$	—	$	—
~~Impact of adoption ASC 326~~	8		—
~~Provision for credit losses~~	—		—

~~Charge-offs, net~~	—		—

~~Ending balance~~	$	8	$	—


	Three months ended March 31,
(Dollars in thousands)	2021		2020
Allowance for credit losses:
Beginning balance	$	6	$	0
Impact of adoption ASC 326	0		8
Provision for credit losses	(1)		0

Charge-offs, net	0		0

Ending balance	$	5	$	8

Accrued interest receivable of ~~$1.3~~$0.9 million and $1.1 million as of ~~June 30,~~March 31, 2021 and December 31, 2020, respectively, for held-to-maturity debt securities ~~was~~were excluded from the evaluation of allowance for credit losses. There were no nonaccrual or past due held-to-maturity debt securities as of ~~June 30,~~March 31, 2021 and December 31, 2020.

~~Table of Contents~~

Equity Investments

The ~~following tables detail the amortized cost, and the estimated~~Company had equity investments with a fair value of $10.2 million and $9.5 million as of March 31, 2021 and December 31, 2020, respectively. There were 0 unrealized gains or losses recorded on the Company's equity investments ~~which are included in~~ ~~Other investments~~ ~~in the unaudited Consolidated Statements of Financial Condition.~~

June 30, 2020
(Dollars in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value
Equity Investments
Visa Class B shares⁽¹⁾
$ 618 $ 81 $ — $ 699
Other equity investments⁽²⁾
11,158 — 1,646 9,512
$ 11,776 $ 81 $ 1,646 $ 10,211

December 31, 2019
(Dollars in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value
Equity Investments
Visa Class B shares⁽¹⁾
$ 15,716 $ 45,565 $ — $ 61,281
Other equity investments⁽²⁾
8,140 625 — 8,765
$ 23,856 $ 46,190 $ — $ 70,046

⁽¹⁾~~The Company recorded net realized gain on sale of Visa Class B shares of $22.1 million~~ during the three months ended ~~June 30,~~March 31, 2021. During the three months ended March 31, 2020, ~~which is recorded in Realized gain on equity investment, net~~ in the ~~Consolidated Statements of Income. The~~ Company recorded unrealized gains on its remaining investment in Visa Class B shares of ~~$0.1~~$3.0 million and ~~$4.2~~an impairment loss of $2.3 million ~~during~~in the ~~six months ended June 30, 2020 and 2019, respectively~~investment of Spring EQ, which iswere recorded in Unrealized gain on equity investment, net in the Consolidated Statements of Income.

⁽²⁾~~The Company recorded an impairment loss of $2.3 million in the investment of Spring EQ during the six months ended June 30, 2020, which is recorded in~~ ~~Unrealized gain on equity investment, net~~ ~~in the Consolidated Statements of Income. There were 0 impairment losses recorded on the Company's equity investments during the six months ended June 30, 2019~~

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Table of Contents

6. LOANS

The following table shows the Company's loan and lease portfolio by category:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		December 31, 2019		(Dollars in thousands)	March 31, 2021		December 31, 2020
Commercial and industrial⁽¹⁾	Commercial and industrial⁽¹⁾	$	2,953,701	$	2,046,798	Commercial and industrial(1)	$	2,398,535	$	2,700,418
Owner-occupied commercial	Owner-occupied commercial	1,337,253		1,296,466		Owner-occupied commercial	1,333,989		1,332,727
Commercial mortgages	Commercial mortgages	2,165,547		2,222,976		Commercial mortgages	1,975,966		2,086,062
Construction	Construction	638,504		581,082		Construction	784,101		716,275
Commercial small business leases	Commercial small business leases	213,133		188,630		Commercial small business leases	264,937		248,885
Residential⁽²⁾	Residential⁽²⁾	910,971		1,016,500		Residential(2)	681,022		774,455
Consumer⁽³⁾	Consumer⁽³⁾	1,133,371		1,128,731		Consumer(3)	1,140,034		1,165,917
		9,352,480		8,481,183			8,578,584		9,024,739
Less:	Less:					Less:
Deferred fees, net⁽⁴⁾		—		9,143

Allowance for credit losses	Allowance for credit losses	232,192		47,576		Allowance for credit losses	204,818		228,804
Net loans and leases	Net loans and leases	$	9,120,288	$	8,424,464	Net loans and leases	$	8,373,766	$	8,795,935

⁽¹⁾Includes PPP loans of ~~$945.1~~$526.8 million at ~~June 30,~~March 31, 2021 and $751.2 million at December 31, 2020.

⁽²⁾Includes reverse mortgages at fair value of ~~$16.1~~$9.4 million at ~~June 30, 2020~~March 31, 2021 and ~~$16.6~~$10.1 million at December 31, ~~2019.~~2020.

⁽³⁾ Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

⁽⁴⁾At June 30, 2020, deferred fees, net are included in portfolio segment totals to present the amortized cost basis in accordance with the adoption of CECL. At December 31, 2019, deferred fees, net are excluded from portfolio segment totals to present the unpaid principal balance under the incurred loss methodology.

Accrued interest receivable on loans and leases was ~~$46.6~~$36.1 million and ~~$31.5~~$37.6 million at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. Accrued interest receivable on loans and leases was excluded from the evaluation of allowance for credit losses.

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7. ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY INFORMATION

The following ~~table provides~~tables provide the activity of allowance for credit losses and loan balances for the three ~~and six~~ months ended ~~June 30, 2020 under~~March 31, 2021 and 2020. During the ~~CECL model~~first quarter of 2021, the decrease to the allowance for credit losses was primarily due to positive economic developments in ~~accordance~~our forecasts and improved credit quality metrics with ~~ASC 326 (as adopted on January 1, 2020):~~declines in our problem assets, nonperforming assets and delinquencies.


(Dollars in thousands)	(Dollars in thousands)	Commercial and Industrial⁽¹⁾		Owner-occupied Commercial		Commercial Mortgages		Construction		Residential⁽²⁾		Consumer⁽³⁾		Total		(Dollars in thousands)	Commercial and Industrial(1)		Owner-occupied Commercial		Commercial Mortgages		Construction		Residential(2)		Consumer(3)		Total
Three months ended June 30, 2020
Three months ended March 31, 2021																Three months ended March 31, 2021
Allowance for credit losses	Allowance for credit losses															Allowance for credit losses
Beginning balance	Beginning balance	$	65,771	$	9,541	$	26,600	$	5,198	$	11,593	$	20,370	$	139,073	Beginning balance	$	150,875	$	9,615	$	31,071	$	12,190	$	6,893	$	18,160	$	228,804

Charge-offs	Charge-offs	(2,072)		(53)		—		—		(32)		(667)		(2,824)		Charge-offs	(5,052)		0		0		0		0		(424)		(5,476)
Recoveries	Recoveries	968		—		3		—		24		194		1,189		Recoveries	1,140		90		14		0		140		266		1,650
Provision (credit)	Provision (credit)	79,558		(532)		11,794		4,928		(2,414)		1,420		94,754		Provision (credit)	(21,093)		(88)		(540)		2,097		(1,331)		795		(20,160)
Ending balance	Ending balance	$	144,225	$	8,956	$	38,397	$	10,126	$	9,171	$	21,317	$	232,192	Ending balance	$	125,870	$	9,617	$	30,545	$	14,287	$	5,702	$	18,797	$	204,818
Six months ended June 30, 2020
Allowance for credit losses
Beginning balance, prior to adoption of ASC 326		$	22,849	$	4,616	$	7,452	$	3,891	$	1,381	$	7,387	$	47,576
Impact of adopting ASC 326⁽⁴⁾		19,747		(1,472)		1,662		681		7,522		7,715		35,855
Charge-offs		(5,136)		(336)		(51)		—		(175)		(1,581)		(7,279)
Recoveries		3,815		125		32		5		115		548		4,640
Provision (credit)		102,950		6,023		29,302		5,549		328		7,248		151,400
Ending balance		$	144,225	$	8,956	$	38,397	$	10,126	$	9,171	$	21,317	$	232,192

Period-end allowance allocated to:	Period-end allowance allocated to:															Period-end allowance allocated to:
Loans evaluated on an individual basis	Loans evaluated on an individual basis	$	18	$	—	$	—	$	—	$	—	$	—	$	18	Loans evaluated on an individual basis	$	1	$	0	$	11	$	0	$	0	$	0	$	12
Loans evaluated on a collective basis	Loans evaluated on a collective basis	144,207		8,956		38,397		10,126		9,171		21,317		232,174		Loans evaluated on a collective basis	125,869		9,617		30,534		14,287		5,702		18,797		204,806

Ending balance	Ending balance	$	144,225	$	8,956	$	38,397	$	10,126	$	9,171	$	21,317	$	232,192	Ending balance	$	125,870	$	9,617	$	30,545	$	14,287	$	5,702	$	18,797	$	204,818
Period-end loan balances:	Period-end loan balances:															Period-end loan balances:
Loans evaluated on an individual basis	Loans evaluated on an individual basis	$	15,634	$	5,425	$	4,470	$	88	$	5,452	$	2,464	$	33,533	Loans evaluated on an individual basis	$	20,902	$	5,118	$	4,280	$	72	$	5,649	$	2,313	$	38,334
Loans evaluated on a collective basis	Loans evaluated on a collective basis	3,151,200		1,331,828		2,161,077		638,416		889,408		1,130,907		9,302,836		Loans evaluated on a collective basis	2,642,570		1,328,871		1,971,686		784,029		665,931		1,137,721		8,530,808

Ending balance	Ending balance	$	3,166,834	$	1,337,253	$	2,165,547	$	638,504	$	894,860	$	1,133,371	$	9,336,369	Ending balance	$	2,663,472	$	1,333,989	$	1,975,966	$	784,101	$	671,580	$	1,140,034	$	8,569,142

⁽¹⁾Includes commercial small business leases and PPP loans.

⁽²⁾Period-end loan balance excludes reverse mortgages at fair value of ~~$16.1~~$9.4 million.

⁽³⁾Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.


(Dollars in thousands)	Commercial and Industrial(1)		Owner - occupied Commercial		Commercial Mortgages		Construction		Residential(2)		Consumer(3)		Total
Three months ended March 31, 2020
Allowance for credit losses
Beginning balance, prior to adoption of ASC 326	$	22,849	$	4,616	$	7,452	$	3,891	$	1,381	$	7,387	$	47,576
Impact of adopting ASC 326(4)	19,747		(1,472)		1,662		681		7,522		7,715		35,855
Charge-offs	(3,064)		(283)		(51)		0		(143)		(914)		(4,455)
Recoveries	2,847		125		29		5		91		354		3,451
Provision (credit)	23,392		6,555		17,508		621		2,742		5,828		56,646
Ending balance	$	65,771	$	9,541	$	26,600	$	5,198	$	11,593	$	20,370	$	139,073








Period-end allowance allocated to:
Individually evaluated for impairment	$	20	$	0	$	0	$	0	$	0	$	0	$	20
Collectively evaluated for impairment	65,751		9,541		26,600		5,198		11,593		20,370		139,053
Ending balance	$	65,771	$	9,541	$	26,600	$	5,198	$	11,593	$	20,370	$	139,073
Period-end loan balances:
Individually evaluated for impairment	$	8,843	$	4,818	$	4,691	$	96	$	6,152	$	2,295	$	26,895
Collectively evaluated for impairment	2,289,529		1,308,375		2,218,426		626,157		949,613		1,115,991		8,508,091
Ending balance	$	2,298,372	$	1,313,193	$	2,223,117	$	626,253	$	955,765	$	1,118,286	$	8,534,986

(1)Includes commercial small business leases.

(2)Period-end loan balance excludes reverse mortgages at fair value of $15.8 million.

(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

(4)The impact of adopting ASC 326 includes $0.1 million for the initial allowance on loans purchased with credit deterioration.

2721

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The following ~~table provides the activity of the allowance for loan and lease losses and loan balances for the three and six months ended June 30, 2019 under the incurred loss model:~~

(Dollars in thousands)
Commercial and Industrial⁽¹⁾
Owner -
occupied
Commercial Commercial
Mortgages Construction
Residential⁽²⁾
Consumer Total
Three months ended June 30, 2019
Allowance for loan and lease losses
Beginning balance $ 21,016 $ 4,949 $ 6,679 $ 4,044 $ 1,401 $ 8,232 $ 46,321
Charge-offs (13,002) (8) (153) (42) (163) (960) (14,328)
Recoveries 203 78 398 1 (2) 498 1,176
Provision (credit) 13,568 (526) (474) (1,013) 24 72 11,651
Provision (credit) for acquired loans 219 (13) 94 (6) 98 152 544
Ending balance $ 22,004 $ 4,480 $ 6,544 $ 2,984 $ 1,358 $ 7,994 $ 45,364
Six months ended June 30, 2019
Allowance for loan losses
Beginning balance $ 14,211 $ 5,057 $ 6,806 $ 3,712 $ 1,428 $ 8,325 $ 39,539
Charge-offs (13,744) (8) (155) (42) (285) (1,644) (15,878)
Recoveries 561 81 427 2 (16) 799 1,854
Provision (credit) 20,691 (637) (630) (682) 75 329 19,146
Provision (credit) for acquired loans 285 (13) 96 (6) 156 185 703
Ending balance $ 22,004 $ 4,480 $ 6,544 $ 2,984 $ 1,358 $ 7,994 $ 45,364
Period-end allowance allocated to:
Individually evaluated for impairment $ 4,324 $ — $ — $ — $ 488 $ 183 $ 4,995
Collectively evaluated for impairment 17,679 4,401 6,496 2,976 828 7,810 40,190
Acquired loans individually evaluated for impairment 1 79 48 8 42 1 179
Ending balance $ 22,004 $ 4,480 $ 6,544 $ 2,984 $ 1,358 $ 7,994 $ 45,364
Period-end loan balances:
Individually evaluated for impairment⁽²⁾
$ 21,171 $ 8,753 $ 2,431 $ — $ 11,398 $ 7,383 $ 51,136
Collectively evaluated for impairment 1,575,810 1,168,864 765,268 324,307 134,235 848,396 4,816,880
Acquired nonimpaired loans 738,579 99,326 1,464,739 216,843 912,288 267,955 3,699,730
Acquired impaired loans 4,964 3,951 13,609 546 7,863 2,999 33,932
Ending balance⁽³⁾
$ 2,340,524 $ 1,280,894 $ 2,246,047 $ 541,696 $ 1,065,784 $ 1,126,733 $ 8,601,678

⁽¹⁾~~Includes commercial small business leases.~~

⁽²⁾~~Period-end loan balance excludes reverse mortgages at fair value of $15.9 million.~~

⁽³⁾The difference between this amount and nonaccruing loans represents accruing troubled debt restructured loans of $14.2 million for the period ending June 30, 2019. Accruing troubled debt restructured loans are considered impaired loans.

⁽⁴⁾~~Ending loan balances do not include net deferred fees.~~

~~Table of Contents~~

~~The following table shows~~tables show nonaccrual and past due loans presented at amortized cost at the date ~~indicated under the CECL model:~~indicated:


		June 30, 2020																																		March 31, 2021
(Dollars in thousands)	(Dollars in thousands)	30–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans⁽¹⁾			Total Loans			(Dollars in thousands)	30–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans(1)				Total Loans
Commercial and industrial⁽²⁾	Commercial and industrial⁽²⁾	$	7,577		$	1,080		$	8,657		$	3,142,796		$	15,381		$	3,166,834		Commercial and industrial(2)	$	22,976		$	352		$	23,328		$	2,619,507		$	20,637			$	2,663,472
Owner-occupied commercial	Owner-occupied commercial	5,198			197			5,395			1,327,646			4,212			1,337,253			Owner-occupied commercial	1,491			0			1,491			1,328,474			4,024				1,333,989
Commercial mortgages	Commercial mortgages	7,895			996			8,891			2,155,508			1,148			2,165,547			Commercial mortgages	4,229			84			4,313			1,970,011			1,642				1,975,966
Construction	Construction	—			—			—			638,504			—			638,504			Construction	0			0			0			784,101			0				784,101
Residential⁽³⁾	Residential⁽³⁾	1,504			175			1,679			890,063			3,118			894,860			Residential(3)	967			750			1,717			666,690			3,173				671,580
Consumer⁽⁴⁾	Consumer⁽⁴⁾	5,473			6,153			11,626			1,119,429			2,316			1,133,371			Consumer(4)	10,618			6,492			17,110			1,120,608			2,316				1,140,034
Total	Total	$	27,647		$	8,601		$	36,248		$	9,273,946		$	26,175		$	9,336,369		Total	$	40,281		$	7,678		$	47,959		$	8,489,391		$	31,792			$	8,569,142
% of Total Loans	% of Total Loans	0.30		%	0.09		%	0.39		%	99.33		%	0.28		%	100		%	% of Total Loans	0.47		%	0.09		%	0.56		%	99.07		%	0.37		%		100		%

⁽¹⁾Nonaccrual loans with an allowance totaled ~~$16~~$11 thousand.

⁽²⁾Includes commercial small business leases and PPP loans.

⁽³⁾Residential accruing current balances excludes reverse mortgages at fair value of ~~$16.1~~$9.4 million.

⁽⁴⁾Includes ~~$10.5~~$14.9 million of delinquent, but still accruing, U.S. government-guaranteed student loans that carry little risk of credit loss.

~~The following table shows nonaccrual and past due~~


	December 31, 2020
(Dollars in thousands)	30–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans(1)			Total Loans
Commercial and industrial(2)	$	7,313		$	3,652		$	10,965		$	2,924,522		$	13,816		$	2,949,303
Owner-occupied commercial	3,120			892			4,012			1,323,355			5,360			1,332,727
Commercial mortgages	5,944			1,090			7,034			2,061,853			17,175			2,086,062
Construction	371			0			371			715,904			0			716,275
Residential(3)	3,049			25			3,074			758,072			3,247			764,393
Consumer(4)	8,355			11,035			19,390			1,144,217			2,310			1,165,917
Total(4)	$	28,152		$	16,694		$	44,846		$	8,927,923		$	41,908		$	9,014,677
% of Total Loans	0.31		%	0.19		%	0.50		%	99.04		%	0.46		%	100		%

(1)Nonaccrual loans ~~presented at unpaid principal balance at the date indicated under the incurred loss model:~~with an allowance totaled $13 thousand

December 31, 2019
(Dollars in thousands) 30–89 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⁾
$ 6,289 $ 2,038 $ 8,327 $ 2,214,506 $ 1,564 $ 11,031 $ 2,235,428
Owner-occupied commercial 1,498 831 2,329 1,283,320 6,757 4,060 1,296,466
Commercial mortgages 4,999 99 5,098 2,207,582 8,670 1,626 2,222,976
Construction — — — 580,591 491 — 581,082
Residential⁽²⁾
6,733 437 7,170 980,893 7,326 4,490 999,879
Consumer⁽³⁾
13,164 12,745 25,909 1,098,980 2,127 1,715 1,128,731
Total⁽³⁾
$ 32,683 $ 16,150 $ 48,833 $ 8,365,872 $ 26,935 $ 22,922 $ 8,464,562
% of Total Loans 0.39 % 0.19 % 0.58 % 98.83 % 0.32 % 0.27 % 100 %

⁽¹⁾(2)Includes commercial small business ~~leases.~~leases and PPP loans.

⁽²⁾(3)Residential accruing current balances excludes reverse mortgages, at fair value of ~~$16.6~~$10.1 million.

⁽³⁾(4)Includes ~~$22.3~~$18.2 million of delinquent, but still accruing, U.S. government-guaranteed student loans that carry little risk of credit loss.

⁽⁴⁾~~Balances in the table above include a total of $3.2 billion acquired non-impaired loans.~~

The following table presents the amortized cost basis of nonaccruing collateral-dependent loans by class at ~~June 30, 2020 under the CECL model:~~March 31, 2021 and December 31, 2020:


		June 30, 2020							March 31, 2021			December 31, 2020
(Dollars in thousands)	(Dollars in thousands)	Property		Equipment and other		(Dollars in thousands)	Property			Equipment and other		Property		Equipment and other
Commercial and industrial⁽¹⁾	Commercial and industrial⁽¹⁾	$	11,008	$	4,373	Commercial and industrial(1)	$	12,099		$	8,538	$	10,646	$	3,170
Owner-occupied commercial	Owner-occupied commercial	4,212		—		Owner-occupied commercial	4,024			0		5,360		0
Commercial mortgages	Commercial mortgages	1,148		—		Commercial mortgages	1,642			0		17,175		0
Construction	Construction	—		—		Construction	0			0		0		0
Residential⁽²⁾	Residential⁽²⁾	3,118		—		Residential(2)	3,173			0		3,247		0
Consumer⁽³⁾	Consumer⁽³⁾	2,316		—		Consumer(3)	2,301			15		2,294		16
Total	Total	$	21,802	$	4,373	Total	$	23,239		$	8,553	$	38,722	$	3,186

⁽¹⁾Includes commercial small business leases.

⁽²⁾Excludes reverse mortgages at fair value.

⁽³⁾Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

~~Table of Contents~~

~~The following table provides an analysis of the Company's impaired loans at December 31, 2019 under the incurred loss model:~~

December 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 $ 11,900 $ 9,979 $ 1,921 $ 1,185 $ 14,653 $ 17,033
Owner-occupied commercial 5,596 3,919 1,677 233 6,083 7,869
Commercial mortgages 4,888 1,753 3,135 65 5,215 4,607
Construction 435 — 435 24 488 1,686
Residential 14,119 8,858 5,261 557 16,721 12,031
Consumer 7,584 5,876 1,708 178 8,444 7,729
Total $ 44,522 $ 30,385 $ 14,137 $ 2,242 $ 51,604 $ 50,955

⁽¹⁾~~Reflects loan balances at or written down to their remaining book balance.~~

⁽²⁾~~The above includes acquired impaired loans totaling $7.9 million in the ending loan balance and $9.0 million in the contractual principal balance.~~

Interest income of $0.2 ~~million and $0.4~~ million was recognized on individually reviewed loans during the three ~~and six~~ months ended ~~June 30, 2020. Interest income~~March 31, 2021 and 2020, respectively.

Table of ~~$0.4 million and $0.6 million was recognized on impaired loans during the three and six months ended June 30, 2019.~~Contents

As of ~~June 30, 2020,~~March 31, 2021, there were 2524 residential loans and 2026 commercial loans in the process of foreclosure. The total outstanding balance on these loans was ~~$2.0~~$1.4 million and ~~$6.2~~$12.6 million, respectively. As of December 31, ~~2019,~~2020, there were 3327 residential loans and 2923 commercial loans in the process of foreclosure. The total outstanding balance on these loans was ~~$3.2~~$1.9 million and ~~$9.5~~$12.8 million, respectively. Loan workout and OREO expenses were ~~$1.1 million and $1.8~~$0.5 million during the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021, and ~~$1.1 million and $1.3~~$0.7 million during three ~~and six~~ months ended ~~June 30, 2019, respectively.~~March 31, 2020. Loan workout and OREO expenses are included in Loan workout and other credit costs on the Consolidated Statement of Income.

~~Table of Contents~~

Credit Quality Indicators

Below is a description of each of the risk ratings for all commercial loans:

•Pass. These borrowers currently show no indication of deterioration or potential problems and their loans are considered fully collectible.

•Special Mention. Borrowers have potential weaknesses that deserve management’s close attention. Borrowers in this category may be experiencing adverse operating trends, for example, declining revenues or margins, high leverage, tight liquidity, or increasing inventory without increasing sales. These adverse trends can have a potential negative effect on the borrower’s repayment capacity. These assets are not adversely classified and do not expose the Bank to significant risk that would warrant a more severe rating. Borrowers in this category may also be experiencing significant management problems, pending litigation, or other structural credit weaknesses.

•Substandard or Lower. Borrowers have well-defined weaknesses that require extensive oversight by management. Borrowers in this category may exhibit one or more of the following: inadequate debt service coverage, unprofitable operations, insufficient liquidity, high leverage, and weak or inadequate capitalization. Relationships in this category are not adequately protected by the sound financial worth and paying capacity of the obligor or the collateral pledged on the loan, if any. A distinct possibility exists that the Bank will sustain some loss if the deficiencies are not corrected. In addition, some borrowers in this category could have the added characteristic that the possibility of loss is extremely high. Current circumstances in the credit relationship make collection or liquidation in full highly questionable. Such impending events include: perfecting liens on additional collateral, obtaining collateral valuations, an acquisition or liquidation preceding, proposed merger, or refinancing plan.

Residential and Consumer Loans

The residential and consumer loan portfolios are monitored on an ongoing basis using delinquency information and loan type as credit quality indicators. These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios. Loans that are greater than 90 days past due are generally considered nonperforming and placed on nonaccrual status.

3123

Table of Contents

The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses as of ~~June 30, 2020 under the CECL model.~~March 31, 2021.


		Term Loans Amortized Cost Basis by Origination Year																													Term Loans Amortized Cost Basis by Origination Year
		2020		2019		2018		2017		2016		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total			2021		2020		2019		2018		2017		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total
(Dollars in thousands)	(Dollars in thousands)																			(Dollars in thousands)
Commercial and industrial⁽¹⁾:	Commercial and industrial⁽¹⁾:																			Commercial and industrial(1):
Risk Rating	Risk Rating																			Risk Rating
Pass⁽²⁾	Pass⁽²⁾	$	1,249,900	$	568,960	$	310,071	$	207,981	$	135,074	$	176,408	$	6,368	$	137,064	$	2,791,826	Pass(2)	$	112,581	$	986,574	$	383,055	$	274,606	$	151,043	$	187,874	$	5,709	$	143,889	$	2,245,331
Special mention	Special mention	1,106		24,940		17,372		7,703		4,699		31,935		—		16,089		103,844		Special mention	1,550		815		37,613		28,668		942		18,648		0		34,036		122,272
Substandard or Lower	Substandard or Lower	58,854		68,996		58,303		44,712		9,854		24,370		31		6,044		271,164		Substandard or Lower	7,034		71,567		58,994		56,330		50,763		43,356		62		7,763		295,869
		$	1,309,860	$	662,896	$	385,746	$	260,396	$	149,627	$	232,713	$	6,399	$	159,197	$	3,166,834		$	121,165	$	1,058,956	$	479,662	$	359,604	$	202,748	$	249,878	$	5,771	$	185,688	$	2,663,472
Owner-occupied commercial:	Owner-occupied commercial:																			Owner-occupied commercial:
Risk Rating	Risk Rating																			Risk Rating
Pass	Pass	$	95,721	$	262,486	$	112,582	$	166,073	$	144,973	$	340,010	$	—	$	149,516	$	1,271,361	Pass	$	40,014	$	232,324	$	212,673	$	84,860	$	142,445	$	363,429	$	0	$	121,496	$	1,197,241
Special mention	Special mention	—		311		—		11,585		—		1,266		—		1,848		15,010		Special mention	778		1,174		5,835		1,705		9,044		6,757		0		14,262		39,555
Substandard or Lower	Substandard or Lower	1,818		9,282		7,188		8,952		9,209		9,645		—		4,788		50,882		Substandard or Lower	0		7,459		15,518		14,427		19,915		29,062		0		10,812		97,193
		$	97,539	$	272,079	$	119,770	$	186,610	$	154,182	$	350,921	$	—	$	156,152	$	1,337,253		$	40,792	$	240,957	$	234,026	$	100,992	$	171,404	$	399,248	$	0	$	146,570	$	1,333,989
Commercial mortgages:	Commercial mortgages:																			Commercial mortgages:
Risk Rating	Risk Rating																			Risk Rating
Pass	Pass	$	163,925	$	335,085	$	291,054	$	316,021	$	317,738	$	530,844	$	—	$	127,835	$	2,082,502	Pass	$	109,202	$	353,005	$	267,193	$	170,932	$	243,730	$	537,153	$	0	$	182,473	$	1,863,688
Special mention	Special mention	20,041		6,276		—		15,857		1,901		4,570		—		1,870		50,515		Special mention	1,265		8,246		1,760		1,203		21,144		7,689		0		1,860		43,167
Substandard or Lower	Substandard or Lower	140		1,306		1,394		4,157		2,650		20,604		—		2,279		32,530		Substandard or Lower	0		13,312		25,631		2,236		1,575		25,837		0		520		69,111
		$	184,106	$	342,667	$	292,448	$	336,035	$	322,289	$	556,018	$	—	$	131,984	$	2,165,547		$	110,467	$	374,563	$	294,584	$	174,371	$	266,449	$	570,679	$	0	$	184,853	$	1,975,966
Construction:	Construction:																			Construction:
Risk Rating	Risk Rating																			Risk Rating
Pass	Pass	$	90,202	$	204,676	$	220,350	$	38,300	$	6,156	$	4,201	$	—	$	55,891	$	619,776	Pass	$	39,632	$	224,919	$	212,469	$	178,058	$	11,294	$	10,487	$	0	$	79,160	$	756,019
Special mention	Special mention	—		8,137		—		—		—		—		—		—		8,137		Special mention	7,921		0		0		0		3,515		0		0		0		11,436
Substandard or Lower	Substandard or Lower	—		8,775		—		—		—		88		—		1,728		10,591		Substandard or Lower	4,200		282		9,662		0		100		73		0		2,329		16,646
		$	90,202	$	221,588	$	220,350	$	38,300	$	6,156	$	4,289	$	—	$	57,619	$	638,504		$	51,753	$	225,201	$	222,131	$	178,058	$	14,909	$	10,560	$	0	$	81,489	$	784,101
Residential⁽³⁾:	Residential⁽³⁾:																			Residential(3):
Risk Rating	Risk Rating																			Risk Rating
Performing	Performing	$	12,967	$	35,388	$	92,212	$	112,961	$	173,609	$	462,272	$	—	$	—	$	889,409	Performing	$	1,380	$	31,174	$	20,546	$	58,477	$	72,036	$	482,317	$	0	$	0	$	665,930
Nonperforming⁽⁴⁾	Nonperforming⁽⁴⁾	—		—		—		—		92		5,359		—		—		5,451		Nonperforming(4)	0		113		0		0		63		5,474		0		0		5,650
		$	12,967	$	35,388	$	92,212	$	112,961	$	173,701	$	467,631	$	—	$	—	$	894,860		$	1,380	$	31,287	$	20,546	$	58,477	$	72,099	$	487,791	$	0	$	0	$	671,580
Consumer⁽⁵⁾:	Consumer⁽⁵⁾:																			Consumer(5):
Risk Rating	Risk Rating																			Risk Rating
Performing	Performing	$	85,834	$	165,512	$	287,173	$	80,871	$	57,913	$	70,555	$	375,483	$	7,392	$	1,130,733	Performing	$	19,777	$	259,801	$	116,173	$	228,290	$	55,206	$	85,986	$	364,272	$	7,880	$	1,137,385
Nonperforming⁽⁶⁾	Nonperforming⁽⁶⁾	—		—		651		219		—		—		1,378		390		2,638		Nonperforming(6)	0		0		33		629		226		0		1,379		382		2,649
		$	85,834	$	165,512	$	287,824	$	81,090	$	57,913	$	70,555	$	376,861	$	7,782	$	1,133,371		$	19,777	$	259,801	$	116,206	$	228,919	$	55,432	$	85,986	$	365,651	$	8,262	$	1,140,034

⁽¹⁾Includes commercial small business leases.

⁽²⁾Includes ~~$945.1~~$526.8 million of PPP loans.

⁽³⁾Excludes reverse mortgages at fair value.

⁽⁴⁾Includes troubled debt restructured mortgages performing in accordance with the loans' modified terms and are accruing interest.

⁽⁵⁾Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

⁽⁶⁾Includes troubled debt restructured home equity installment loans performing in accordance with the loans' modified terms and are accruing interest.

Table of Contents

The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for ~~loan and lease loss,~~credit losses, as of December 31, ~~2019 under the incurred loss model.~~2020.


	Term Loans Amortized Cost Basis by Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total
(Dollars in thousands)
Commercial and industrial(1):
Risk Rating
Pass(2)	$	1,250,528	$	448,704	$	296,594	$	157,359	$	97,036	$	125,361	$	6,182	$	136,110	$	2,517,874
Special mention	3,040		26,470		28,636		8,482		2,577		16,993		0		34,403		120,601
Substandard or Lower	82,868		60,227		57,880		50,446		15,151		35,150		63		9,043		310,828
	$	1,336,436	$	535,401	$	383,110	$	216,287	$	114,764	$	177,504	$	6,245	$	179,556	$	2,949,303
Owner-occupied commercial:
Risk Rating
Pass	$	220,165	$	225,766	$	90,515	$	135,903	$	123,897	$	271,086	$	0	$	123,194	$	1,190,526
Special mention	1,525		5,885		1,838		17,578		4,125		1,997		0		14,467		47,415
Substandard or Lower	3,703		13,426		15,272		19,883		11,581		19,331		0		11,590		94,786
	$	225,393	$	245,077	$	107,625	$	173,364	$	139,603	$	292,414	$	0	$	149,251	$	1,332,727
Commercial mortgages:
Risk Rating
Pass	$	379,592	$	283,004	$	240,924	$	257,809	$	254,780	$	375,473	$	0	$	148,210	$	1,939,792
Special mention	8,324		1,774		21,762		21,269		1,274		6,507		0		1,870		62,780
Substandard or Lower	26,343		25,402		2,253		1,950		3,242		24,300		0		0		83,490
	$	414,259	$	310,180	$	264,939	$	281,028	$	259,296	$	406,280	$	0	$	150,080	$	2,086,062
Construction:
Risk Rating
Pass	$	189,257	$	214,956	$	208,981	$	11,414	$	7,414	$	3,645	$	0	$	66,018	$	701,685
Special mention	0		0		0		3,515		0		0		0		0		3,515
Substandard or Lower	0		8,648		0		0		0		79		0		2,348		11,075
	$	189,257	$	223,604	$	208,981	$	14,929	$	7,414	$	3,724	$	0	$	68,366	$	716,275
Residential(3):
Risk Rating
Performing	$	42,475	$	26,309	$	71,410	$	85,277	$	149,643	$	383,358	$	0	$	0	$	758,472
Nonperforming(4)	113		0		0		0		283		5,525		0		0		5,921
	$	42,588	$	26,309	$	71,410	$	85,277	$	149,926	$	388,883	$	0	$	0	$	764,393
Consumer(5):
Risk Rating
Performing	$	235,948	$	134,064	$	251,087	$	63,713	$	44,700	$	53,717	$	371,842	$	8,287	$	1,163,358
Nonperforming(6)	0		0		636		232		0		0		1,396		295		2,559
	$	235,948	$	134,064	$	251,723	$	63,945	$	44,700	$	53,717	$	373,238	$	8,582	$	1,165,917

(1)

~~Commercial Credit Exposure~~

December 31, 2019
Commercial
and Industrial⁽¹⁾
Owner-occupied
Commercial Commercial
Mortgages Construction
Total
Commercial⁽²⁾
(Dollars in thousands) Amount %
Risk Rating:
Special mention $ 12,287 $ — $ 40,478 $ — $ 52,765
Substandard:
Accrual 78,809 32,679 23,017 — 134,505
Nonaccrual 9,852 4,037 1,626 — 15,515
Doubtful 1,179 23 — — 1,202
Total Special Mention and Substandard 102,127 36,739 65,121 — 203,987 3 %
Acquired impaired 1,564 6,757 8,670 491 17,482 — %
Pass 2,131,737 1,252,970 2,149,185 580,591 6,114,483 97 %
Total $ 2,235,428 $ 1,296,466 $ 2,222,976 $ 581,082 $ 6,335,952 100 %

⁽¹⁾Includes commercial small business leases.

⁽²⁾Includes ~~$2.2 billion~~$751.2 million of ~~acquired non-impaired loans as of December 31, 2019.~~PPP loans.

~~Retail Credit Exposure~~(3)Excludes reverse mortgages at fair value.

Residential⁽²⁾
Consumer
Total Retail⁽³⁾
December 31, 2019 December 31, 2019 December 31, 2019
(Dollars in thousands) Amount Percent
Nonperforming⁽¹⁾
$ 12,858 $ 7,374 $ 20,232 1 %
Acquired impaired loans 7,326 2,127 9,453 — %
Performing 979,695 1,119,230 2,098,925 99 %
Total $ 999,879 $ 1,128,731 $ 2,128,610 100 %

⁽¹⁾(4)Includes ~~$14.0 million as of December 31, 2019 of~~ troubled debt restructured mortgages ~~and home equity installment loans that are~~ performing in accordance with the ~~loans’~~loans' modified terms and are accruing interest.

⁽²⁾~~Residential~~(5)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

(6)Includes troubled debt restructured home equity installment loans performing ~~loans excludes $16.6 million of reverse mortgages at fair value as of December 31, 2019.~~

⁽³⁾~~Total includes $1.1 billion~~ in ~~acquired non-impaired loans as of December 31, 2019.~~accordance with the loans' modified terms and are accruing interest.

3325

Table of Contents

Troubled Debt Restructurings (TDRs)

The following table presents the balance of TDRs as of the indicated dates:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		December 31, 2019		(Dollars in thousands)	March 31, 2021		December 31, 2020
Performing TDRs	Performing TDRs	$	14,550	$	14,281	Performing TDRs	$	15,684	$	15,539
Nonperforming TDRs	Nonperforming TDRs	4,284		5,896		Nonperforming TDRs	3,101		4,601
Total TDRs	Total TDRs	$	18,834	$	20,177	Total TDRs	$	18,785	$	20,140

Approximately ~~$0.8~~$0.2 million and ~~$0.6~~less than $0.1 million in related reserves have been established for these loans at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

The following tables present information regarding the types of loan modifications made for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three months ended June 30, 2020 Six months ended June 30, 2020
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 — — — — — 1 — — — 1
Owner-occupied commercial 2 — — — 2 3 — — — 3
Commercial mortgages — — — — — — 1 — — 1
Construction — — — — — — — — — —
Residential — — 3 1 4 — — 4 2 6
Consumer — — 4 1 5 — — 7 3 10
Total 2 — 7 2 11 4 1 11 5 21


	Three months ended March 31, 2021
	Contractual payment reduction and term extension	Maturity Date Extension	Discharged in bankruptcy	Other(1)	Total




Residential	0	0	2	0	2
Consumer	0	0	19	0	19
Total	0	0	21	0	21


		Three months ended June 30, 2019									Six months ended June 30, 2019							Three months ended March 31, 2020
		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		Contractual payment reduction and term extension	Maturity Date Extension	Discharged in bankruptcy	Other(1)	Total
Commercial and industrial	Commercial and industrial	—	1	—	2	3	—	1	—	2	3	Commercial and industrial	1	0	0	0	1
Owner-occupied commercial	Owner-occupied commercial	—	—	—	2	2	—	—	—	2	2	Owner-occupied commercial	1	0	0	0	1
Commercial mortgages	Commercial mortgages	—	—	—	1	1	1	—	—	1	2	Commercial mortgages	0	1	0	0	1
Construction		—	—	—	—	—	—	—	—	—	—

Residential	Residential	3	—	—	—	3	4	—	1	—	5	Residential	0	0	1	1	2
Consumer	Consumer	3	1	—	—	4	6	1	1	—	8	Consumer	0	0	3	2	5
Total	Total	6	2	—	5	13	11	2	2	5	20	Total	2	1	4	3	10

⁽¹⁾Other includes underwriting exceptions.

Principal balances are generally not forgiven when a loan is modified as a TDR. Nonaccruing restructured loans remain in nonaccrual status until there has been a period of sustained repayment performance, which is typically six months, and repayment is reasonably assured.

~~Table of Contents~~

The following table presents loans modified as TDRs during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.


		Three Months Ended June 30,														Six Months Ended June 30,													Three Months Ended March 31,
		2020						2019						2020							2019							2021	2020
(Dollars in thousands)	(Dollars in thousands)	Pre Modification		Post Modification		Pre Modification		Post Modification		Pre Modification		Post Modification		Pre Modification		Post Modification		(Dollars in thousands)	Pre Modification			Post Modification		Pre Modification		Post Modification
Commercial	Commercial	$	—	$	—	$	1,347	$	1,347	$	31	$	31	$	1,347	$	1,347	Commercial	$	0		$	0	$	20	$	20
Owner-occupied commercial	Owner-occupied commercial	567		567		1,435		1,435		1,216		1,216		1,435		1,435		Owner-occupied commercial	0			0		650		650
Commercial mortgages	Commercial mortgages	—		—		483		483		104		104		514		514		Commercial mortgages	0			0		110		110
Construction		—		—		—		—		—		—		—		—

Residential	Residential	905		905		321		321		1,126		1,126		423		423		Residential	167			167		226		226
Consumer	Consumer	245		245		540		540		459		459		1,408		1,408		Consumer	830			830		247		247
Total	Total	$	1,717	$	1,717	$	4,126	$	4,126	$	2,936	$	2,936	$	5,127	$	5,127	Total	$	997		$	997	$	1,253	$	1,253

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2021, the TDRs set forth in the table above resulted in a less than $0.1 million increase in the allowance for credit losses, and 0 additional charge-offs. For the three months ended March 31, 2020 the TDRs set forth in the table above resulted in a less than $0.1 million ~~and $0.1 million~~ increase in the allowance for credit losses ~~respectively,~~ and 0 additional charge-offs in either period. For the three and six months ended June 30, 2019 the TDRs set forth in the table above resulted in a $0.1 million and $0.2 million decrease in the allowance for credit losses, respectively, and 0 additional charge-offs for either period.

charge-offs. During the three months ended ~~June 30, 2020,~~March 31, 2021, 0 TDRs defaulted that had received troubled debt modification during the past twelve months, compared to 30 TDRs ~~with a total loan amount of $1.2 million~~ during the three months ended June 30, 2019. During the six months ended June 30, 2020, 0 TDRs defaulted that had received troubled debt modification during the past twelve months, compared with 4 TDRs with a total loan amount of $1.3 million during the six months ended June 30, 2019.

During the three months ended June 30, 2020, the Company began providing a number of customer relief programs in its commercial and retail portfolios, such as payment deferrals or interest only payments on loans and leases.March 31, 2020. The TDRs set forth in the table above did not occur as a result of the loan forbearance program under the CARES Act. ~~During the second quarter of 2020, the Company modified approximately $2.1 billion of loans and leases to provide its customers this monetary relief.~~

3526

Table of Contents

8. LEASES

As a lessee, the Company enters into leases for its bank branches, corporate offices, and certain equipment. As a lessor, the Company primarily provides financing through its equipment leasing business.

Lessee

The Company's ongoing leases have remaining lease terms of less than 1 year to 4241 years, which includes renewal options that are exercised at its discretion. The Company's lease terms to calculate the lease liability and right of use asset include options to extend the lease when it is reasonably certain that the Company will exercise the option. The lease liability and right of use asset is included in Other liabilities and Other assets, respectively, in the unaudited Consolidated Statement of Financial Condition. Leases with an initial term of 12 months or less are not recorded on the ~~balance sheet.~~unaudited Consolidated Statement of Financial Condition. Lease expense is recognized on a straight-line basis over the lease term. Operating lease expense is included in Occupancy expense in the unaudited Consolidated Statement of Income. The Company accounts for lease components separately from nonlease components. The Company subleases certain real estate to third parties.

The components of operating lease cost were as follows:


		Three months ended						Six months ended							Three months ended
(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019		(Dollars in thousands)	March 31, 2021		March 31, 2020
Operating lease cost ^{(1) (2)}		$	4,950	$	11,024	$	9,500	$	16,748
Operating lease cost (1)										Operating lease cost (1)	$	4,654	$	4,550
Sublease income	Sublease income	(93)		(175)		(186)		(276)		Sublease income	(107)		(93)
Net lease cost	Net lease cost	$	4,857	$	10,849	$	9,314	$	16,472	Net lease cost	$	4,547	$	4,457

⁽¹⁾Includes variable lease cost and short-term lease cost.

⁽²⁾~~Includes $5.9 million and $8.0 million for the~~ ~~three and six months ended~~ ~~June 30, 2019, respectively, in~~ ~~Corporate development expense~~ ~~in the unaudited Consolidated Statement of Income.~~

Supplemental balance sheet information related to operating leases was as follows:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020			December 31, 2019			(Dollars in thousands)	March 31, 2021			December 31, 2020
Assets	Assets							Assets
Right of use assets	Right of use assets	$	156,919		$	166,221		Right of use assets	$	151,957		$	150,985
Total assets	Total assets	$	156,919		$	166,221		Total assets	$	151,957		$	150,985

Liabilities	Liabilities							Liabilities
Lease liabilities	Lease liabilities	$	171,612		$	181,814		Lease liabilities	$	166,410		$	166,451
Total liabilities	Total liabilities	$	171,612		$	181,814		Total liabilities	$	166,410		$	166,451

Lease term and discount rate	Lease term and discount rate							Lease term and discount rate

Weighted average remaining lease term (in years)	Weighted average remaining lease term (in years)							Weighted average remaining lease term (in years)	19.35			19.36
Operating leases		19.39			19.06

Weighted average discount rate	Weighted average discount rate							Weighted average discount rate	4.27		%	4.26		%
Operating leases		4.25		%	4.17		%

~~Table of Contents~~

Maturities of operating lease liabilities were as follows:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		(Dollars in thousands)	March 31, 2021
Remaining in 2020		$	8,724
2021		17,182
Remaining in 2021				Remaining in 2021	$	13,009
2022	2022	17,146		2022	17,302
2023	2023	17,263		2023	17,418
2024	2024	16,095		2024	16,181
After 2024		195,550
2025				2025	16,186
After 2025				After 2025	183,588
Total lease payments	Total lease payments	271,960		Total lease payments	263,684
Less: Interest	Less: Interest	(100,348)		Less: Interest	(97,274)
Present value of lease liabilities	Present value of lease liabilities	$	171,612	Present value of lease liabilities	$	166,410

(Dollars in thousands) December 31, 2019
2020 $ 18,591
2021 18,314
2022 18,315
2023 18,525
2024 17,390
After 2024 197,203
Total lease payments 288,338
Less: Interest (106,524)
Present value of lease liabilities $ 181,814

Table of Contents

Supplemental cash flow information related to operating leases was as follows:

Six months ended

Three months ended

(Dollars in thousands)

June 30, 2020

June 30, 2019

(Dollars in thousands)

March 31, 2021

March 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

9,328

7,941

Operating cash flows from operating leases

4,382

4,667

Right of use assets obtained in exchange for new operating lease liabilities (non-cash)

—

61,693

Lessor Equipment Leasing

~~WSFS~~The Company provides equipment and small business lease financing through its leasing subsidiary, NewLane Finance ~~acquired in the Beneficial acquisition.~~®. Interest income from direct financing leases where the Company is a lessor is recognized in Interest and fees on loans and leases on the Consolidated Statements of Income. The allowance for credit losses on finance leases is included in~~Provision~~ (Recovery of) provision for credit losses on the Consolidated Statements of Income.

The components of direct finance lease income are summarized in the table below:


		Three months ended						Six months ended							Three months ended
(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019		(Dollars in thousands)	March 31, 2021		March 31, 2020
Direct financing leases:	Direct financing leases:									Direct financing leases:
Interest income on lease receivable	Interest income on lease receivable	$	3,813	$	3,109	$	7,379	$	3,778	Interest income on lease receivable	$	4,623	$	3,566
Interest income on deferred fees and costs		93		206		188		263
Total direct financing lease income		$	3,906	$	3,315	$	7,567	$	4,041
Interest income on deferred fees and costs, net										Interest income on deferred fees and costs, net	(318)		94
Total direct financing lease net interest income										Total direct financing lease net interest income	$	4,305	$	3,660

~~Table of Contents~~

Equipment leasing receivables relate to direct financing leases. The composition of the net investment in direct financing leases was as follows:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		December 31, 2019		(Dollars in thousands)	March 31, 2021		December 31, 2020
Lease receivables	Lease receivables	$	241,570	$	217,076	Lease receivables	$	299,445	$	281,601
Unearned income	Unearned income	(31,279)		(28,446)		Unearned income	(39,179)		(36,669)
Deferred fees and costs	Deferred fees and costs	2,842		1,962		Deferred fees and costs	4,671		3,953
Net investment in direct financing leases	Net investment in direct financing leases	$	213,133	$	190,592	Net investment in direct financing leases	$	264,937	$	248,885

Future minimum lease payments to be received for direct financing leases were as follows:

(Dollars in thousands) June 30, 2020
Remaining in 2020 $ 40,894
2021 72,509
2022 55,897
2023 40,034
2024 24,805
After 2024 7,431
Total lease payments $ 241,570


(Dollars in thousands)	(Dollars in thousands)	December 31, 2019		(Dollars in thousands)	March 31, 2021
2020		$	71,067
2021		58,337
Remaining in 2021				Remaining in 2021	$	72,911
2022	2022	42,274		2022	84,342
2023	2023	28,628		2023	66,683
2024	2024	14,450		2024	45,960
After 2024		2,320
2025				2025	25,794
After 2025				After 2025	3,755
Total lease payments	Total lease payments	$	217,076	Total lease payments	$	299,445

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9. GOODWILL AND INTANGIBLE ASSETS

In accordance with ASC 805, Business Combinations (ASC 805) and ASC 350, Intangibles - Goodwill and Other (ASC 350), all assets acquired and liabilities assumed in purchase acquisitions, including goodwill, indefinite-lived intangibles and other intangibles are recorded at fair value as of acquisition date.

WSFS performs its annual goodwill impairment test on October 1 or more frequently if events and circumstances indicate that the fair value of a reporting unit is less than its carrying value. In between annual tests, management performs a qualitative review of goodwill quarterly as part of the Company's review of the overall business to ensure no events or circumstances have occurred that would impact its goodwill evaluation. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, management ~~included considerations of the current economic environment caused by COVID-19 in its evaluation, and~~ determined based on ~~the totality of~~ its qualitative assessment that it is not more likely than not that the fair values of our reporting units are less than their carrying ~~value of goodwill is impaired.~~values. NaN goodwill impairment exists during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

The following table shows the allocation of goodwill to the reportable operating segments for purposes of goodwill impairment testing:


(Dollars in thousands)	(Dollars in thousands)	WSFS Bank		Cash Connect		Wealth Management		Consolidated Company		(Dollars in thousands)	WSFS Bank		Cash Connect		Wealth Management		Consolidated Company
December 31, 2019		$	452,629	$	—	$	20,199	$	472,828
December 31, 2020										December 31, 2020	$	452,629	$	0	$	20,199	$	472,828

Goodwill adjustments	Goodwill adjustments	—		—		—		—		Goodwill adjustments	0		0		0		0
June 30, 2020		$	452,629	$	—	$	20,199	$	472,828
March 31, 2021										March 31, 2021	$	452,629	$	0	$	20,199	$	472,828

ASC 350 requires that an acquired intangible asset be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer’s intent to do so.

The following table summarizes the Company's intangible assets:


(Dollars in thousands)	(Dollars in thousands)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets		Amortization Period	(Dollars in thousands)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets		Amortization Period
June 30, 2020
March 31, 2021									March 31, 2021
Core deposits	Core deposits	$	95,711	$	(18,033)	$	77,678	10 years	Core deposits	$	93,811	$	(23,148)	$	70,663	10 years
Customer relationships	Customer relationships	17,561		(8,216)		9,345		7-15 years	Customer relationships	15,281		(6,919)		8,362		7-15 years
Non-compete agreements	Non-compete agreements	221		(168)		53		5 years	Non-compete agreements	221		(201)		20		5 years
Loan servicing rights⁽¹⁾	Loan servicing rights⁽¹⁾	4,605		(1,994)		2,611		10-25 years	Loan servicing rights(1)	5,511		(2,683)		2,828		10-25 years
Total intangible assets	Total intangible assets	$	118,098	$	(28,411)	$	89,687		Total intangible assets	$	114,824	$	(32,951)	$	81,873
December 31, 2019
December 31, 2020									December 31, 2020
Core deposits	Core deposits	$	95,711	$	(13,326)	$	82,385	10 years	Core deposits	$	95,711	$	(22,727)	$	72,984	10 years
Customer relationships	Customer relationships	17,561		(7,416)		10,145		7-15 years	Customer relationships	15,281		(6,600)		8,681		7-15 years
Non-compete agreements	Non-compete agreements	221		(146)		75		5 years	Non-compete agreements	221		(190)		31		5 years
Loan servicing rights⁽²⁾	Loan servicing rights⁽²⁾	4,880		(1,568)		3,312		10-25 years	Loan servicing rights(2)	5,302		(2,440)		2,862		10-25 years
Total intangible assets	Total intangible assets	$	118,373	$	(22,456)	$	95,917		Total intangible assets	$	116,515	$	(31,957)	$	84,558

⁽¹⁾Includes reversal of impairment losses of $0.1 million for the three months ended March 31, 2021.

(2)Includes impairment losses of ~~$0.3 million and $0.4 million the three and six months ended June 30, 2020, respectively.~~

⁽²⁾~~Includes impairment losses of $0.5~~$0.2 million for the year ended December 31, ~~2019~~2020

The Company recognized amortization expense on intangible assets of ~~$2.8 million and $5.5~~$2.7 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021, compared to $2.8 million ~~and $4.1 million~~ for the three ~~and six~~ months ended ~~June 30, 2019, respectively.~~March 31, 2020.

The following table presents the estimated future amortization expense on intangible assets:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		(Dollars in thousands)	March 31, 2021
Remaining in 2020		$	5,747
2021		11,194
Remaining in 2021				Remaining in 2021	$	8,477
2022	2022	10,991		2022	11,116
2023	2023	10,847		2023	10,964
2024	2024	10,685		2024	10,787
2025				2025	10,535
Thereafter	Thereafter	40,223		Thereafter	29,994
Total	Total	$	89,687	Total	$	81,873

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10. DEPOSITS

The following table shows deposits by category:


(Dollars in thousands)	(Dollars in thousands)							June 30, 2020				December 31, 2019		(Dollars in thousands)					March 31, 2021				December 31, 2020
Noninterest-bearing:	Noninterest-bearing:													Noninterest-bearing:
		Noninterest demand				$	3,188,046			$	2,189,573		Noninterest demand				$	3,857,610			$	3,415,021
			Total noninterest-bearing	$	3,188,046			$	2,189,573				Total noninterest-bearing		$	3,857,610			$	3,415,021

Interest-bearing:	Interest-bearing:													Interest-bearing:
		Interest-bearing demand				$	2,302,484			$	2,129,725		Interest-bearing demand				$	2,659,336			$	2,635,740
		Savings				1,731,875				1,563,000			Savings				1,886,222				1,774,332
		Money market				2,333,326				2,100,188			Money market				2,721,647				2,654,439

		Customer time deposits				1,228,440				1,356,610			Customer time deposits				1,093,984				1,158,845
		Brokered deposits				278,329				247,761			Brokered deposits				64,901				218,287
			Total interest-bearing	7,874,454				7,397,284					Total interest-bearing		8,426,090				8,441,643
			Total deposits	$	11,062,500			$	9,586,857				Total deposits		$	12,283,700			$	11,856,664

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11. ASSOCIATE BENEFIT PLANS

Postretirement Medical Benefits

The Company shares certain costs of providing health and life insurance benefits to eligible retired Associates (employees) and their eligible dependents. Previously, all Associates were eligible for these benefits if they reached normal retirement age while working for the Company. Effective March 31, 2014, the Company changed the eligibility of this plan to include only those Associates who have achieved ten years of service as of March 31, 2014. The Company ~~began to use~~uses the mortality table issued by the Office of the Actuary of the U.S. Bureau of Census in its calculation.

The Company accounts for its obligations under the provisions of ASC 715, Compensation - Retirement Benefits (ASC 715). ASC 715 requires the recognition of the costs of these benefits over an Associate’s active working career. Amortization of unrecognized net gains or losses resulting from experience different from that assumed and from changes in assumptions is included as a component of net periodic benefit cost over the remaining service period of active employees to the extent that such gains and losses exceed 10% of the accumulated postretirement benefit obligation, as of the beginning of the year. The Company recognizes its service cost in Salaries, benefits and other compensation and the other components of net periodic benefit cost in Other operating expenses in the unaudited Consolidated Statements of Income.

The following table presents the components of net periodic benefit cost related to postretirement medical benefits plan.


		Three months ended June 30,						Six months ended June 30,							Three months ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2020		2019		2020		2019		(Dollars in thousands)	2021		2020
Service cost	Service cost	$	15	$	14	$	30	$	27	Service cost	$	17	$	15
Interest cost	Interest cost	17		19		34		38		Interest cost	13		17
Prior service cost amortization	Prior service cost amortization	(19)		(19)		(38)		(38)		Prior service cost amortization	(19)		(19)
Net gain recognition	Net gain recognition	(9)		(16)		(18)		(31)		Net gain recognition	(5)		(9)
Net periodic cost (benefit)	Net periodic cost (benefit)	$	4	$	(2)	$	8	$	(4)	Net periodic cost (benefit)	$	6	$	4

Alliance Associate Pension Plan

During the fourth quarter of 2015, the Company completed the acquisition of ~~Alliance.~~Alliance Bancorp, Inc. of Pennsylvania (Alliance). At the time of the acquisition, the Company assumed the Alliance pension plan offered to its current Associates.

~~The following table presents the components of net periodic benefit cost related to the Alliance Associate Pension Plan.~~

Three months ended June 30, Six months ended June 30,
(Dollars in thousands) 2020 2019 2020 2019
Service cost $ 7 $ 10 $ 17 $ 20
Interest cost 42 69 105 138
Expected return on plan assets (79) (148) (196) (295)
Prior service cost amortization — — — —
Net gain recognition — — — —
Plan settlement loss 1,431 $ — 1,431 $ —
Net periodic cost (benefit) $ 1,401 $ (69) $ 1,357 $ (137)

During the fourth quarter of 2018, the Company notified the Alliance pension plan participants, the Internal Revenue Service (IRS), and the Pension Benefit Guaranty Corporation (PBGC) of its intention to terminate the plan, and received IRS and PBGC approval in the first quarter of 2020. The Company completed the termination and contributed $0.5 million to the plan to settle the obligation in June 30, 2020.

The following table presents the components of net periodic benefit cost related to the Alliance Associate Pension Plan. There was no net periodic benefit cost during the three months ended ~~June 30, 2020.~~March 31, 2021.


	Three months ended
(Dollars in thousands)	March 31, 2020
Service cost	$	10
Interest cost	63
Expected return on plan assets	(117)



Net periodic cost (benefit)	$	(44)

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Beneficial Associate Pension and other postretirement benefits plans

On March 1, 2019, the Company closed its acquisition of ~~Beneficial.~~Beneficial Bancorp, Inc. (Beneficial). At the time of the acquisition, the Company assumed the pension plan covering certain eligible Beneficial Associates. The plan was frozen in 2008.

The following table presents the components of net periodic benefit cost related to the Beneficial pension benefits and other postretirement benefit plans.


		Three months ended June 30, 2020						Six months ended June 30, 2020							Three months ended March 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Pension Benefits		Other Postretirement Benefits		Pension Benefits		Other Postretirement Benefits		(Dollars in thousands)	Pension Benefits		Other Postretirement Benefits
Service cost	Service cost	$	—	$	29	$	—	$	58	Service cost	$	0	$	14
Interest cost	Interest cost	740		138		1,455		275		Interest cost	530		77
Expected return on plan assets	Expected return on plan assets	(1,588)		—		(3,182)		—		Expected return on plan assets	(1,705)		0
Prior service cost amortization	Prior service cost amortization	—		—		—		—		Prior service cost amortization	0		(3)
Net loss (gain) recognition	Net loss (gain) recognition	1		(16)		2		(32)		Net loss (gain) recognition	6		0
Net periodic (benefit) cost	Net periodic (benefit) cost	$	(847)	$	151	$	(1,725)	$	301	Net periodic (benefit) cost	$	(1,169)	$	88

Three months ended June 30, 2019 Six months ended June 30, 2019
(Dollars in thousands) Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Service cost $ — $ 23 $ — $ 30
Interest cost 857 177 1,142 236
Expected return on plan assets (1,442) — (1,923) —
Prior service cost amortization — — — —
Net loss (gain) recognition — — — —
Net periodic (benefit) cost $ (585) $ 200 $ (781) $ 266


	Three months ended March 31, 2020
(Dollars in thousands)	Pension Benefits		Other Postretirement Benefits
Service cost	$	0	$	28
Interest cost	715		138
Expected return on plan assets	(1,594)		0

Net loss (gain) recognition	1		(15)
Net periodic (benefit) cost	$	(878)	$	151

~~Table of Contents~~

12. INCOME TAXES

~~The Company accounts for income taxes in accordance with ASC 740,~~ ~~Income Taxes~~ (ASC 740). ASC 740 requires the recording of deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The company exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based on changes in business factors and tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods.

ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the financial statements. Assessment of uncertain tax positions under ASC 740 requires careful consideration of the technical merits of a position based on an analysis of tax regulations and interpretations.

There were 0 unrecognized tax benefits as of ~~June 30, 2020.~~March 31, 2021. The Company records interest and penalties on potential income tax deficiencies as income tax expense. The Company's federal and state tax returns for the ~~2016~~2017 through ~~2019~~2020 tax years are subject to examination as of ~~June 30, 2020.~~March 31, 2021. The Company does not expect to record or realize any material unrecognized tax benefits during ~~2020.~~2021.

As a result of the adoption of ASC 326 - Credit Losses on January 1, 2020, the tax impact relating to the incremental provision for expected credit losses from financial assets held at amortized cost has been reflected as a credit to retained earnings to reflect the tax impact of increased credit reserves. Accordingly, $8.5 million of such ~~provision for credit losses~~impact has been reflected as an income tax credit and deferred tax asset on the Company's Consolidated Statements of Financial Condition.

~~As a result~~

Section 2303(b) of the CARES Act provides the Company with an opportunity to carry back net operating losses (NOLs) arising from 2018, 2019 and 2020 to the prior five tax years. The Company has such NOLs reflected on its balance sheet as a portion of its current tax receivables, which were previously valued at the federal corporate income tax rate of 21%. However, the provisions of the CARES Act provide for NOL carryback claims to be calculated based on a rate of 35%, which was the federal corporate tax rate in effect for the carryback years. Consequently, effective March 31, 2020, the Company has revalued the benefit from its NOLs to reflect a 35% tax rate, which resulted in the recognition of an additional $1.8 million income tax benefit and deferred tax asset ~~was recognized~~ on the Company's Consolidated Statements of Financial Condition. ~~See "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" for details.~~

~~As a result of the adoption of ASU No. 2014-01,~~ ~~Investments-Equity Method and Joint Ventures: Accounting for Investments in Qualified Affordable Housing Projects, the~~The amortization of the low-income housing credit investments has been reflected as income tax ~~expense. Accordingly,~~expense of $0.9 million and $0.8 million ~~and $0.6 million of such amortization has been reflected as income tax expense~~ for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $1.6 million and $1.3 million of such amortization has been reflected as income tax expense for the six months ended June 30, 2020 and 2019,~~ respectively.

The amount of affordable housing tax credits, amortization and tax benefits recorded as income tax expense for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 were ~~$1.4~~$0.9 million, ~~$1.6~~$0.9 million and ~~$0.4~~$0.2 million, respectively. The carrying value of the investment in affordable housing credits is ~~$28.2~~$25.7 million at ~~June 30, 2020,~~March 31, 2021, compared to ~~$25.8~~$26.6 million at December 31, ~~2019.~~

2020.

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13. FAIR VALUE DISCLOSURES OF FINANCIAL ASSETS AND LIABILITIES

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

ASC 820-10, Fair Value Measurement ~~- Overall~~ (ASC 820-10) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

•Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

•Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

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The following tables present financial instruments carried at fair value as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 by level in the valuation hierarchy (as described above):


		June 30, 2020															March 31, 2021
(Dollars in thousands)	(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		(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:	Assets measured at fair value on a recurring basis:									Assets measured at fair value on a recurring basis:
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
CMO	CMO	$	—	$	355,821	$	—	$	355,821	CMO	$	0	$	554,436	$	0	$	554,436
FNMA MBS	FNMA MBS	—		1,394,035		—		1,394,035		FNMA MBS	0		1,998,045		0		1,998,045
FHLMC MBS	FHLMC MBS	—		297,547		—		297,547		FHLMC MBS	0		190,453		0		190,453
GNMA MBS	GNMA MBS	—		30,824		—		30,824		GNMA MBS	0		25,835		0		25,835
GSE		—		117,162		—		117,162
GSE agency notes										GSE agency notes	0		219,116		0		219,116

Other assets	Other assets	—		15,243		—		15,243		Other assets	0		11,439		0		11,439
Total assets measured at fair value on a recurring basis	Total assets measured at fair value on a recurring basis	$	—	$	2,210,632	$	—	$	2,210,632	Total assets measured at fair value on a recurring basis	$	0	$	2,999,324	$	0	$	2,999,324

Liabilities measured at fair value on a recurring basis:	Liabilities measured at fair value on a recurring basis:									Liabilities measured at fair value on a recurring basis:
Other liabilities	Other liabilities	$	—	$	9,017	$	25,205	$	34,222	Other liabilities	$	0	$	3,912	$	22,871	$	26,783

Assets measured at fair value on a nonrecurring basis:	Assets measured at fair value on a nonrecurring basis:									Assets measured at fair value on a nonrecurring basis:
Other investments	Other investments	$	—	$	—	$	10,211	$	10,211	Other investments	$	0	$	0	$	10,227	$	10,227
Other real estate owned	Other real estate owned	—		—		4,153		4,153		Other real estate owned	0		0		2,068		2,068
Loans held for sale	Loans held for sale	—		109,453		—		109,453		Loans held for sale	0		155,447		0		155,447

Total assets measured at fair value on a nonrecurring basis	Total assets measured at fair value on a nonrecurring basis	$	—	$	109,453	$	14,364	$	123,817	Total assets measured at fair value on a nonrecurring basis	$	0	$	155,447	$	12,295	$	167,742


		December 31, 2019															December 31, 2020
(Dollars in thousands)	(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		(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:	Assets measured at fair value on a recurring basis:									Assets measured at fair value on a recurring basis:
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
CMO	CMO	$	—	$	340,230	$	—	$	340,230	CMO	$	0	$	471,325	$	0	$	471,325
FNMA MBS	FNMA MBS	—		1,242,453		—		1,242,453		FNMA MBS	0		1,598,970		0		1,598,970
FHLMC MBS	FHLMC MBS	—		328,946		—		328,946		FHLMC MBS	0		202,893		0		202,893
GNMA MBS	GNMA MBS	—		33,285		—		33,285		GNMA MBS	0		23,762		0		23,762

GSE agency notes										GSE agency notes	0		232,107		0		232,107

Other assets	Other assets	—		4,884		—		4,884		Other assets	0		14,448		0		14,448
Total assets measured at fair value on a recurring basis	Total assets measured at fair value on a recurring basis	$	—	$	1,949,798	$	—	$	1,949,798	Total assets measured at fair value on a recurring basis	$	0	$	2,543,505	$	0	$	2,543,505

Liabilities measured at fair value on a recurring basis:	Liabilities measured at fair value on a recurring basis:									Liabilities measured at fair value on a recurring basis:
Other liabilities	Other liabilities	$	—	$	3,918	$	—	$	3,918	Other liabilities	$	0	$	8,218	$	24,039	$	32,257

Assets measured at fair value on a nonrecurring basis	Assets measured at fair value on a nonrecurring basis									Assets measured at fair value on a nonrecurring basis
Other investments	Other investments	$	—	$	—	$	70,046	$	70,046	Other investments	$	0	$	0	$	9,541	$	9,541
Other real estate owned	Other real estate owned	—		—		2,605		2,605		Other real estate owned	0		0		3,061		3,061
Loans held for sale	Loans held for sale	—		83,872		—		83,872		Loans held for sale	0		197,541		0		197,541

Total assets measured at fair value on a nonrecurring basis	Total assets measured at fair value on a nonrecurring basis	$	—	$	83,872	$	72,651	$	156,523	Total assets measured at fair value on a nonrecurring basis	$	0	$	197,541	$	12,602	$	210,143

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Fair value is based on quoted market prices, where available. If such quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include unobservable parameters. The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Available-for-sale securities

Securities classified as available-for-sale are reported at fair value using Level 2 inputs. The Company believes that this Level 2 designation is appropriate under ASC 820-10, as these securities are ~~federal agency MBS~~government sponsored enterprises (GSEs) and Ginnie Mae securities with almost all fixed income securities, none are exchange traded, and all are priced by correlation to observed market data. For these securities the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors.

Other investments

Other investments includes equity investments without readily determinable fair values and equity method investments, which are both categorized as Level 3. The ~~Company's~~Company’s equity investments without readily determinable fair values are held at cost, and are adjusted for any observable transactions during the reporting ~~period.~~period and its equity method investments are initially recorded at cost based on the Company’s percentage ownership in the investee, and are adjusted to reflect the recognition of the Company’s proportionate share of income or loss of the investee based on the investee’s earnings.

Other real estate owned

Other real estate owned consists of loan collateral which has been repossessed through foreclosure or other measures. Initially, foreclosed assets are recorded at the fair value of the collateral less estimated selling costs. Subsequent to foreclosure, valuations are updated periodically and the assets may be marked down further, reflecting a new cost basis. The fair value of other real estate owned was estimated using Level 3 inputs based on appraisals obtained from third parties.

Loans held for sale

The fair value of loans held for sale is based on estimates using Level 2 inputs. These inputs are based on pricing information obtained from wholesale mortgage banks and brokers and applied to loans with similar interest rates and maturities.

Other assets

Other assets include the fair value of interest rate products and derivatives on the residential mortgage held for sale loan pipeline. Valuation of interest rate products is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in Loans held for sale.

Other liabilities

Other liabilities include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline and derivative related to the sale of certain Visa Class B common shares. Valuation of interest rate products is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in Loans held for sale. Valuation of the derivative related to the sale of certain Visa Class B common shares is based on: (i) the agreed upon graduated fee structure; (ii) the length of time until the resolution of the Visa covered litigation; and (iii) the estimated impact of dilution in the conversion ratio of Class B shares resulting from changes in the Visa covered litigation.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

The reported fair values of financial instruments are based on a variety of factors. In certain cases, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions regarding the amount and timing of estimated future cash flows that are discounted to reflect current market rates and varying degrees of risk. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of period-end or that will be realized in the future.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents

For cash and short-term investment securities, including due from banks, federal funds sold or purchased under agreements to resell and interest-bearing deposits with other banks, the carrying amount is a reasonable estimate of fair value.

Investment securities

Investment securities include debt securities classified as held-to-maturity or available-for-sale. Fair value is estimated using quoted prices for similar securities, which the Company obtains from a third party vendor. The Company uses one of the largest providers of securities pricing to the industry and management periodically assesses the inputs used by this vendor to price the various types of securities owned by the Company to validate the vendor’s methodology as described above in available-for-sale securities.

Other investments

Other investments includes equity investments without readily determinable fair values (see discussion in “Fair Value of Financial Assets and Liabilities” section above).

Loans held for sale

Loans held for sale are carried at their fair value (see discussion in “Fair Value of Financial Assets and Liabilities” section above).

Loans and leases

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans and leases are segregated by portfolio ~~segments (see Note 2).~~segments. For loans that reprice frequently, the book value approximates fair value. The fair values of other types of loans, with the exception of reverse mortgages, are estimated by discounting expected cash flows using the current rates at which similar loans would be made to borrowers with comparable credit ratings and for similar remaining maturities. The fair values of reverse mortgages are based on the net present value of the expected cash flows using a discount rate specific to the reverse mortgages portfolio. The fair value of nonperforming loans is based on recent external appraisals of the underlying collateral, if the loan is collateral dependent. Estimated cash flows, discounted using a rate commensurate with current rates and the risk associated with the estimated cash flows, are used if appraisals are not available. This technique does contemplate an exit price.

Stock in the Federal Home Loan Bank (FHLB) of Pittsburgh

The fair value of FHLB stock is assumed to be equal to its cost basis, since the stock is non-marketable but redeemable at its par value.

Accrued interest receivable

The carrying amounts of interest receivable approximate fair value.

Other assets

Other assets include the fair value of interest rate ~~swaps~~products and derivatives on the residential mortgage held for sale loan ~~pipeline. Valuation~~pipeline (see discussion in “Fair Value of ~~interest rate swaps is obtained from an independent pricing service~~Financial Assets and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in ~~Loans held for sale~~Liabilities” section above).

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Deposits

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, money market and interest-bearing demand deposits, is assumed to be equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using rates currently offered for deposits with comparable remaining maturities.

Borrowed funds

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

~~Other liabilities~~

Other liabilities include the fair value of interest rate swaps, risk participation agreements and derivatives on the residential mortgage held for sale loan pipeline. Valuation of interest rate swaps and risk participation agreements is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in ~~Loans held for sale~~.

Off-balance sheet instruments

The fair value of off-balance sheet instruments, including swap guarantees of $12.8 million at both March 31, 2021 and December 31, 2020, respectively, and standby letters of credit, approximates the recorded net deferred fee ~~amounts, which are not significant.~~amounts. Because letters of credit are generally not assignable by either the Company or the borrower, they only have value to the Company and the borrower. In determining the fair value of the swap guarantees, the Company assesses the underlying credit risk exposure for each borrower in a paying position to the third-party financial institution.

Accrued interest payable

The carrying amounts of interest payable approximate fair value.

Other liabilities

Other liabilities include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, and derivative related to the sale of certain Visa Class B common shares (see discussion in “Fair Value of Financial Assets and Liabilities” section above).

Assets measured at fair value using significant unobservable inputs (Level 3)

The following table provides a description of the valuation technique and significant unobservable inputs for the Company's assets classified as Level 3 and measured at fair value on a nonrecurring basis:

~~June 30, 2020~~

~~Financial Instrument~~

~~Fair Value~~

~~Valuation Technique(s)~~

~~Unobservable Input~~

~~Range (Weighted Average)~~

~~Other investments~~

~~10,211~~

~~Observed market comparable transactions~~

~~Period of observed transactions~~

~~May 2020~~

~~Other real estate owned~~

~~4,153~~

~~Fair market value of collateral~~

~~Costs to sell~~

~~5.0% - 12.0% (10.0%)~~

~~Other liabilities~~

~~25,205~~

~~Discounted cash flow~~

~~Timing of the resolution of the Visa litigation~~

~~3 - 8 years (5.75 years or 4Q 2025)~~

March 31, 2021

Financial Instrument

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average)

Other investments

10,227

Observed market comparable transactions

Period of observed transactions

July 2020

Other real estate owned

2,068

Fair market value of collateral

Costs to sell

10.0%

Other liabilities

22,871

Discounted cash flow

Timing of the resolution of the Visa litigation

2.50 - 7.50 years (5.25 years or 4Q 2025)

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The book value and estimated fair value of the Company's financial instruments are as follows:


			June 30, 2020						December 31, 2019								March 31, 2021				December 31, 2020
(Dollars in thousands)	(Dollars in thousands)	Fair Value Measurement	Book Value		Fair Value		Book Value		Fair Value		(Dollars in thousands)	Fair Value Measurement	Book Value		Fair Value		Book Value		Fair Value
Financial assets:	Financial assets:										Financial assets:
Cash and cash equivalents		Level 1	$	955,767	$	955,767	$	571,752	$	571,752
Cash, cash equivalents, and restricted cash											Cash, cash equivalents, and restricted cash	Level 1	$	2,064,161	$	2,064,161	$	1,654,735	$	1,654,735
Investment securities available-for-sale	Investment securities available-for-sale	Level 2	2,195,389		2,195,389		1,944,914		1,944,914		Investment securities available-for-sale	Level 2	2,987,885		2,987,885		2,529,057		2,529,057
Investment securities held-to-maturity, net	Investment securities held-to-maturity, net	Level 2	127,601		132,198		133,601		136,625		Investment securities held-to-maturity, net	Level 2	103,523		107,629		111,741		116,421
Other investments	Other investments	Level 3	10,211		10,211		70,046		70,046		Other investments	Level 3	10,227		10,227		9,541		9,541
Loans, held for sale	Loans, held for sale	Level 2	109,453		109,453		83,872		83,872		Loans, held for sale	Level 2	155,447		155,447		197,541		197,541
Loans, net⁽¹⁾		Level 3	9,120,288		9,386,635		8,424,464		8,580,015
Loans and leases, net(1)											Loans and leases, net(1)	Level 3	8,373,766		8,550,651		8,795,935		9,130,003

Stock in FHLB of Pittsburgh	Stock in FHLB of Pittsburgh	Level 2	9,772		9,772		21,097		21,097		Stock in FHLB of Pittsburgh	Level 2	5,506		5,506		5,771		5,771
Accrued interest receivable	Accrued interest receivable	Level 2	53,222		53,222		38,094		38,094		Accrued interest receivable	Level 2	43,159		43,159		44,335		44,335
Other assets	Other assets	Level 2	15,243		15,243		4,884		4,884		Other assets	Level 2	11,439		11,439		14,448		14,448
Financial liabilities:	Financial liabilities:										Financial liabilities:
Deposits	Deposits	Level 2	11,062,500		11,052,211		9,586,857		9,575,394		Deposits	Level 2	12,283,700		12,292,473		11,856,664		11,868,897
Borrowed funds	Borrowed funds	Level 2	295,793		313,839		489,288		489,561		Borrowed funds	Level 2	335,201		323,927		340,641		340,106
Standby letters of credit	Standby letters of credit	Level 3	416		416		623		623		Standby letters of credit	Level 3	552		552		630		630
Accrued interest payable	Accrued interest payable	Level 2	6,049		6,049		3,103		3,103		Accrued interest payable	Level 2	4,153		4,153		1,450		1,450
Other liabilities	Other liabilities	Levels 2, 3	34,222		34,222		3,918		3,918		Other liabilities	Levels 2, 3	26,783		26,783		32,257		32,257

⁽¹⁾ Includes reverse mortgage loans.

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 the Company had 0 commitments to extend credit measured at fair value.

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14. DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both economic conditions and its business operations. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments

The table below presents the fair value of derivative financial instruments as well as their location on the unaudited Consolidated Statements of Financial Condition as of ~~June 30, 2020.~~March 31, 2021.


		Fair Values of Derivative Instruments										Fair Values of Derivative Instruments
(Dollars in thousands)	(Dollars in thousands)		Notional		Balance Sheet Location	Derivatives (Fair Value)		(Dollars in thousands)	Notional		Balance Sheet Location	Derivatives (Fair Value)

Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:							Derivatives not designated as hedging instruments:
Interest rate products	Interest rate products		$	65,626	Other assets	$	6,579	Interest rate products	$	58,287	Other assets	$	3,464
Interest rate products	Interest rate products		65,626		Other liabilities	(7,404)		Interest rate products	58,287		Other liabilities	(3,702)
Risk participation agreements	Risk participation agreements		4,449		Other liabilities	(14)		Risk participation agreements	4,333		Other liabilities	(6)
Interest rate lock commitments with customers	Interest rate lock commitments with customers		287,204		Other assets	8,218		Interest rate lock commitments with customers	253,235		Other assets	4,889
Interest rate lock commitments with customers	Interest rate lock commitments with customers		20,260		Other liabilities	(132)		Interest rate lock commitments with customers	14,433		Other liabilities	(144)
Forward sale commitments	Forward sale commitments		44,840		Other assets	446		Forward sale commitments	259,014		Other assets	3,086
Forward sale commitments	Forward sale commitments		232,570		Other liabilities	(1,467)		Forward sale commitments	19,755		Other liabilities	(60)
Financial derivatives related to sales of certain Visa Class B shares	Financial derivatives related to sales of certain Visa Class B shares		113,177		Other liabilities	(25,205)		Financial derivatives related to sales of certain Visa Class B shares	113,177		Other liabilities	(22,871)
Total derivatives	Total derivatives		$	833,752		$	(18,979)	Total derivatives	$	780,521		$	(15,344)

The table below presents the fair value of derivative financial instruments as well as their location on the Consolidated Statements of Financial Condition as of December 31, ~~2019.~~2020.


		Fair Values of Derivative Instruments											Fair Values of Derivative Instruments
(Dollars in thousands)	(Dollars in thousands)		Count	Notional		Balance Sheet Location	Derivatives (Fair Value)		(Dollars in thousands)	Notional		Balance Sheet Location	Derivatives (Fair Value)
Derivatives designated as hedging instruments:
Interest rate products			3	$	75,000	Other liabilities	$	(759)
Total				$	75,000		$	(759)

Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:								Derivatives not designated as hedging instruments:
Interest rate products	Interest rate products			$	71,804	Other assets	$	2,520	Interest rate products	$	61,326	Other assets	$	5,369
Interest rate products	Interest rate products			71,804		Other liabilities	(2,688)		Interest rate products	61,326		Other liabilities	(5,851)
Risk participation agreements	Risk participation agreements			4,524		Other liabilities	(4)		Risk participation agreements	4,372��		Other liabilities	(10)
Interest rate lock commitments with customers	Interest rate lock commitments with customers			99,057		Other assets	1,768		Interest rate lock commitments with customers	244,037		Other assets	8,496
Interest rate lock commitments with customers	Interest rate lock commitments with customers			28,505		Other liabilities	(191)		Interest rate lock commitments with customers	8,413		Other liabilities	(117)
Forward sale commitments	Forward sale commitments			61,301		Other assets	596		Forward sale commitments	50,705		Other assets	583
Forward sale commitments	Forward sale commitments			90,177		Other liabilities	(276)		Forward sale commitments	258,186		Other liabilities	(2,240)
Total				$	427,172		$	1,725
Financial derivatives related to sales of certain Visa Class B shares									Financial derivatives related to sales of certain Visa Class B shares	113,177		Other liabilities	(24,039)
Total derivatives	Total derivatives			$	502,172		$	966	Total derivatives	$	801,542		$	(17,809)

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Derivatives Designated as Hedging Instruments:

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount.

Changes to the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecast transaction affects earnings. During the ~~six months ended June 30,~~first half of 2020, such derivatives were used to hedge the variable cash flows associated with a variable rate loan pool.

The Company has agreements with certain derivative counterparties that contain a provision under which, if it defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where if it fails to maintain its status as a well-capitalized or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

In April 2020, the Company terminated its ~~three~~3 interest rate derivatives that were designated as cash flow hedges for a net gain of $1.3 million. At this point, hedge accounting was discontinued, and the net gain was recognized in accumulated other comprehensive income (loss). Once a cash flow hedge is discontinued, the net gain or loss that remains in accumulated comprehensive income (loss) is reclassified into earnings when the transaction affects earnings. As the underlying hedged transaction continues to be probable, the $1.3 million net gain will be recognized into earnings on a straight-line basis over each derivative's original contract term. During the next twelve months, the Company estimates that ~~$0.6~~$0.4 million will be reclassified as an increase to interest income. During the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, $0.1 million was reclassified into interest ~~income for both periods.~~

income.

The table below presents the effect of the ~~derivative financial instruments~~cash flow hedges on the unaudited Consolidated Statements of Income for ~~the~~ three ~~and six~~ months ended ~~June 30, 2020 and June 30, 2019.~~March 31, 2020.

Amount of (Loss) or Gain Recognized in OCI on Derivative (Effective Portion) 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 June 30, Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019
Interest Rate Products $ (25) $ 1,007 $ 1,560 $ 1,637 Interest income
Total $ (25) $ 1,007 $ 1,560 $ 1,637
Amount of Gain or (Loss) Recognized in Income Amount of Gain or (Loss) Recognized in Income Location of Gain or (Loss) Recognized in Income
(Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,
Derivatives Not Designated as a Hedging Instrument 2020 2019 2020 2019
Interest Rate Lock Commitments $ 3,178 $ 542 $ 6,227 $ 1,174 Mortgage banking activities, net
Forward Sale Commitments (2,439) (487) (6,484) $ (721) Mortgage banking activities, net
Total $ 739 $ 55 $ (257) $ 453

Amount of Gain Recognized in OCI on Derivative (Effective Portion)

Location of Gain Reclassified from Accumulated OCI into Income (Effective Portion)

(Dollars in thousands)

Three Months Ended March 31,

Derivatives in cash flow hedging relationships

2020

Interest rate products

1,585

Interest income

Total

1,585

Derivatives Not Designated as Hedging Instruments:

Back-to-Back Swap Transactions

The Company ~~has minimum collateral posting thresholds~~entered into agreements with ~~certain of its derivative counterparties, and has posted collateral of $9.0 million against its obligations under these agreements. If~~two unrelated financial institutions whereby the Company ~~had breached any of these provisions at June 30, 2020, it could have been required to settle its obligations under the agreements at the termination value.~~

~~Table of Contents~~

~~15. SEGMENT INFORMATION~~

~~As defined in ASC 280,~~ ~~Segment Reporting~~ ~~(ASC 280),~~enters into an operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company evaluates performance based on pretax net income relative to resources used, and allocate resources based on these results. The accounting policies applicable to the Company's segments are those that apply to its preparation of the accompanying unaudited Consolidated Financial Statements. Based on these criteria, the Company has identified 3 segments: WSFS Bank, Cash Connect^®~~, and Wealth Management.~~

The WSFS Bank segment provides financial products to commercial and retail customers. Retail and Commercial Banking, Commercial Real Estate Lending and other banking business units are operating departments of WSFS Bank. These departments share the same regulator, the same market, many of the same customers and provide similar products and services through the general infrastructure of the Bank. Accordingly, these departments are not considered discrete segments and are appropriately aggregated in the WSFS Bank segment in accordance with ASC 280.

~~The Company's Cash Connect~~^® segment provides ATM vault cash, smart safe and other cash logistics services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. Cash Connect^® ~~services non-bank and WSFS-branded ATMs and retail safes nationwide. The balance sheet category~~ ~~Cash in non-owned ATMs~~ ~~includes cash from which fee income is earned through bailment arrangements with customers of Cash Connect~~^®.

The Wealth Management segment provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate, and institutional clients through multiple integrated businesses. WSFS Wealth Investments provides financial advisory services along with insurance and brokerage products. Cypress, a registered investment adviser, is a fee-only wealth management firm managing a “balanced” investment style portfolio focused on preservation of capital and generating current income. West Capital, a registered investment adviser, is a fee-only wealth management firm operating under a multi-family office philosophy to provide customized solutions to institutions and high-net-worth individuals. The institutional trust division of WSFS, WSFS Institutional Services, provides trustee, agency, bankruptcy administration, custodial and commercial domicile services to institutional and corporate clients. Christiana Trust DE, a subsidiary of WSFS, provides personal trust and fiduciary services to families and individuals across the U.S. Powdermill is a multi-family office specializing in providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach. WSFS Wealth Client Management serves high-net-worth clients by delivering credit and deposit products and partnering with other Wealth Management units to provide comprehensive solutions to clients.

~~Table of Contents~~

~~The following tables show segment results for the three and six months ended June 30, 2020 and 2019:~~

Three Months Ended June 30, 2020 Three Months Ended June 30, 2019
(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 $ 123,710 $ — $ 2,173 $ 125,883 $ 140,231 $ — $ 2,672 $ 142,903
Noninterest income 44,304 9,008 11,063 64,375 18,870 13,355 10,646 42,871
Total external customer revenues 168,014 9,008 13,236 190,258 159,101 13,355 13,318 185,774
Inter-segment revenues:
Interest income 937 237 2,442 3,616 3,345 — 4,052 7,397
Noninterest income 3,542 188 347 4,077 2,156 192 211 2,559
Total inter-segment revenues 4,479 425 2,789 7,693 5,501 192 4,263 9,956
Total revenue 172,493 9,433 16,025 197,951 164,602 13,547 17,581 195,730
External customer expenses:
Interest expense 11,659 — 468 12,127 18,282 — 1,389 19,671
Noninterest expenses 79,789 6,413 7,233 93,435 91,415 8,893 7,540 107,848
Provision for credit losses 93,819 — 935 94,754 12,239 — (44) 12,195
Total external customer expenses 185,267 6,413 8,636 200,316 121,936 8,893 8,885 139,714
Inter-segment expenses:
Interest expense 2,679 131 806 3,616 4,052 2,203 1,142 7,397
Noninterest expenses 535 899 2,643 4,077 403 698 1,458 2,559
Total inter-segment expenses 3,214 1,030 3,449 7,693 4,455 2,901 2,600 9,956
Total expenses 188,481 7,443 12,085 208,009 126,391 11,794 11,485 149,670
(Loss) income before taxes $ (15,988) $ 1,990 $ 3,940 $ (10,058) $ 38,211 $ 1,753 $ 6,096 $ 46,060
Income tax (benefit) provision (2,247) 10,091
Consolidated net (loss) income (7,811) 35,969
Net loss attributable to noncontrolling interest (700) (231)
Net (loss) income attributable to WSFS (7,111) 36,200

~~Table of Contents~~

Six Months Ended June 30, 2020 Six Months Ended June 30, 2019
(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 $ 255,019 $ — $ 4,719 $ 259,738 $ 237,177 $ — $ 5,303 $ 242,480
Noninterest income 62,376 20,687 22,159 105,222 36,134 25,757 22,102 83,993
Total external customer revenues 317,395 20,687 26,878 364,960 273,311 25,757 27,405 326,473
Inter-segment revenues:
Interest income 2,880 237 5,291 8,408 7,137 — 8,057 15,194
Noninterest income 6,449 417 520 7,386 4,039 369 397 4,805
Total inter-segment revenues 9,329 654 5,811 15,794 11,176 369 8,454 19,999
Total revenue 326,724 21,341 32,689 380,754 284,487 26,126 35,859 346,472
External customer expenses:
Interest expense 28,406 — 1,426 29,832 33,418 — 2,516 35,934
Noninterest expenses 152,874 14,636 14,421 181,931 173,992 16,923 14,525 205,440
Provision for credit losses 148,853 — 2,547 151,400 19,525 — 324 19,849
Total external customer expenses 330,133 14,636 18,394 363,163 226,935 16,923 17,365 261,223
Inter-segment expenses:
Interest expense 5,528 1,085 1,795 8,408 8,057 4,761 2,376 15,194
Noninterest expenses 937 1,640 4,809 7,386 766 1,243 2,796 4,805
Total inter-segment expenses 6,465 2,725 6,604 15,794 8,823 6,004 5,172 19,999
Total expenses 336,598 17,361 24,998 378,957 235,758 22,927 22,537 281,222
(Loss) income before taxes $ (9,874) $ 3,980 $ 7,691 $ 1,797 $ 48,729 $ 3,199 $ 13,322 $ 65,250
Income (benefit) tax provision (959) 16,351
Consolidated net income 2,756 48,899
Net loss attributable to noncontrolling interest (1,060) (324)
Net income attributable to WSFS 3,816 49,223

~~The following table shows significant components of segment net assets as of June 30, 2020 and December 31, 2019:~~

June 30, 2020 December 31, 2019
(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 $ 591,518 $ 356,785 $ 7,464 $ 955,767 $ 202,792 $ 357,494 $ 11,466 $ 571,752
Goodwill 452,629 — 20,199 472,828 452,629 — 20,199 472,828
Other segment assets 11,914,250 5,171 225,341 12,144,762 10,982,681 6,555 222,486 11,211,722
Total segment assets $ 12,958,397 $ 361,956 $ 253,004 $ 13,573,357 $ 11,638,102 $ 364,049 $ 254,151 $ 12,256,302
Capital expenditures for the period ended $ 2,437 $ 256 $ 137 $ 2,830 $ 11,806 $ 2,120 $ 272 $ 14,198

~~Table of Contents~~

~~16. COMMITMENTS AND CONTINGENCIES~~

~~Secondary Market Loan Sales~~

~~Given the current~~ interest rate ~~environment~~swap transaction with the customer and ~~the Company's overall asset and liability management approach, the Company typically sells newly originated residential mortgage loans in the secondary market~~offsets that transaction with another counterparty. Derivative financial instruments related to ~~mortgage loan aggregators and on a more limited basis, to government sponsored entities (GSEs) such as FHLMC, FNMA, and the FHLB. Loans held for sale~~back-to-back swaps are ~~reflected on the unaudited Consolidated Statements of Financial Condition~~recorded at fair value ~~with changes in the value reflected in the unaudited Consolidated Statements of Income. Gains~~ and ~~losses~~ are recognized at the time of sale. The Company periodically retains the servicing rights on residential mortgage loans sold which results in monthly service fee income. The mortgage servicing rights are included in intangible assets in the unaudited Consolidated Statements of Financial Condition. Otherwise, the Company sells loans with servicing released on a nonrecourse basis. Rate-locked loan commitments that the Company intends to sell in the secondary market are accounted fornot designated as ~~derivatives under ASC 815,~~ ~~Derivatives and Hedging (ASC 815)~~.accounting hedges.

The Company does not sell loans with recourse, except for standard loan sale contract provisions covering violations of representations and warranties and, under certain circumstances, early payment default by the borrower. These are customary repurchase provisions in the secondary market for residential mortgage loan sales. These provisions may include either an indemnification from loss or the repurchase of the loans. Repurchases and losses have been rare and 0 provision is made for losses at the time of sale. There were 0 repurchases during the six months ended June 30, 2020 as compared to 1 repurchase for $0.2 million during the six months ended June 30, 2019.

Swap Guarantees

The Company entered into agreements with 4 unrelated financial institutions whereby those financial institutions entered into interest rate derivative contracts (interest rate swap transactions) directly with customers referred to them by the Company. Under the terms of the agreements, those financial institutions have recourse to us for any exposure created under each swap transaction, only in the event that the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. This is a customary arrangement that allows us to provide access to interest rate swap transactions for our customers without creating the swap ourselves. These swap guarantees are accounted for as credit derivatives.

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, there were ~~213~~239 and ~~172~~234 variable-rate to fixed-rate swap transactions between the third-party financial institutions and the Company's customers, respectively. The initial notional aggregate amount was approximately $1.1 billion at ~~June 30, 2020~~March 31, 2021 compared to ~~$941.0 million~~$1.1 billion at December 31, ~~2019.~~2020. At ~~June 30, 2020,~~March 31, 2021, the swap transactions remaining maturities ranged from under 1 year to 15 years. ~~The aggregate net market~~At March 31, 2021, 182 of these customer swaps were in a paying position to third parties for $43.6 million, with our swap guarantees having a fair value of ~~these swaps to the customers was a liability of $91.7 million at June 30, 2020 and a liability of $26.4 million at~~$12.8 million. At December 31, ~~2019. At June 30,~~ 2020, ~~211~~231 of these customer swaps ~~with a liability of $93.0 million,~~ were in a paying ~~positions~~position to third parties for $81.6 million, with our swap guarantees having a ~~third party; however,~~fair value of $12.8 million. However, for both periods, none of the Company's customers were in default of the swap agreements. ~~There were no payments made~~

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Derivative Financial Instruments from Mortgage Banking Activities

Derivative financial instruments related to mortgage banking activities are recorded at fair value and are not designated as accounting hedges. This includes commitments to originate certain fixed-rate residential mortgage loans to customers, also referred to as interest rate lock commitments. The Company may also enter into forward sale commitments to sell loans to investors at a fixed price at a future date and trade asset-backed securities to mitigate interest rate risk.

The table below presents the effect of the derivative financial instruments on the unaudited Consolidated Statements of Income for the three months ended March 31, 2021 and March 31, 2020.








	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 hedging instruments	2021		2020
Interest rate lock commitments with customers	$	(3,264)	$	3,049		Mortgage banking activities, net
Forward sale commitments	6,123		(4,045)			Mortgage banking activities, net
Total	$	2,859	$	(996)

Credit-risk-related Contingent Features

The Company has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted collateral of $6.8 million in securities and $7.0 million in cash against its obligations under these agreements. If the Company had breached any of these provisions at March 31, 2021, it could have been required to settle its obligations under the agreements at the termination value.

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15. SEGMENT INFORMATION

As defined in ASC 280, Segment Reporting (ASC 280), an operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company evaluates performance based on pretax net income relative to resources used, and allocate resources based on these results. The accounting policies applicable to the Company's segments are those that apply to its preparation of the accompanying unaudited Consolidated Financial Statements. Based on these criteria, the Company has identified 3 segments: WSFS Bank, Cash Connect®, and Wealth Management.

The Company's Cash Connect® segment provides ATM vault cash, smart safe and other cash logistics services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. Cash Connect® services non-bank and WSFS-branded ATMs and retail safes nationwide. The balance sheet category Cash in non-owned ATMs includes cash from which fee income is earned through bailment arrangements with customers of Cash Connect®.

The Wealth Management segment provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate, and institutional clients through multiple integrated businesses. WSFS Wealth® Investments provides financial advisory services along with insurance and brokerage products. Cypress, a registered investment adviser, is a fee-only wealth management firm managing a “balanced” investment style portfolio focused on preservation of capital and generating current income. West Capital, a registered investment adviser, is a fee-only wealth management firm operating under a multi-family office philosophy to provide customized solutions to institutions and high-net-worth individuals. The trust division of WSFS, comprised of WSFS Institutional Services® and Christiana Trust DE, provides trustee, agency, bankruptcy administration, custodial and commercial domicile services to institutional and corporate clients. Christiana Trust DE also provides personal trust and fiduciary services to families and individuals across the U.S. Powdermill® is a multi-family office specializing in providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach. WSFS Wealth Client Management serves high-net-worth clients by delivering credit and deposit products and partnering with other Wealth Management units to provide comprehensive solutions to clients.

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The following tables show segment results for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~June 30, 2019.~~2020:


	Three Months Ended March 31, 2021								Three Months Ended March 31, 2020
(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	$	119,131	$	0	$	2,150	$	121,281	$	131,309	$	0	$	2,546	$	133,855
Noninterest income	23,348		9,702		14,772		47,822		18,072		11,679		11,096		40,847
Total external customer revenues	142,479		9,702		16,922		169,103		149,381		11,679		13,642		174,702
Inter-segment revenues:
Interest income	844		269		2,695		3,808		1,943		0		2,849		4,792
Noninterest income	3,695		286		401		4,382		2,907		229		173		3,309
Total inter-segment revenues	4,539		555		3,096		8,190		4,850		229		3,022		8,101
Total revenue	147,018		10,257		20,018		177,293		154,231		11,908		16,664		182,803
External customer expenses:
Interest expense	6,904		0		192		7,096		16,747		0		958		17,705
Noninterest expenses	80,544		7,298		7,777		95,619		73,085		8,223		7,188		88,496
(Recovery of) provision for credit losses	(19,593)		0		(567)		(20,160)		55,034		0		1,612		56,646
Total external customer expenses	67,855		7,298		7,402		82,555		144,866		8,223		9,758		162,847
Inter-segment expenses:
Interest expense	2,964		180		664		3,808		2,849		954		989		4,792
Noninterest expenses	687		1,087		2,608		4,382		402		741		2,166		3,309
Total inter-segment expenses	3,651		1,267		3,272		8,190		3,251		1,695		3,155		8,101
Total expenses	71,506		8,565		10,674		90,745		148,117		9,918		12,913		170,948
Income before taxes	$	75,512	$	1,692	$	9,344	$	86,548	$	6,114	$	1,990	$	3,751	$	11,855
Income tax provision							21,407								1,288
Consolidated net income							65,141								10,567
Net loss attributable to noncontrolling interest							59								(360)
Net income attributable to WSFS							$	65,082							$	10,927
Supplemental Information
Capital expenditures for the period ended	$	1,270	$	0	$	0	$	1,270	$	2,282	$	211	$	38	$	2,531

The following table shows significant components of segment net assets as of March 31, 2021 and December 31, 2020:


	March 31, 2021								December 31, 2020
(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	$	1,627,674	$	423,406	$	13,081	$	2,064,161	$	1,246,394	$	397,878	$	10,463	$	1,654,735
Goodwill	452,629		0		20,199		472,828		452,629		0		20,199		472,828
Other segment assets	11,952,186		7,576		233,701		12,193,463		11,963,345		6,997		236,009		12,206,351
Total segment assets	$	14,032,489	$	430,982	$	266,981	$	14,730,452	$	13,662,368	$	404,875	$	266,671	$	14,333,914

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16. COMMITMENTS AND CONTINGENCIES

Secondary Market Loan Sales

The Company typically sells newly originated residential mortgage loans in the secondary market to mortgage loan aggregators and on a more limited basis, to government sponsored enterprise (GSEs) such as FHLMC, FNMA, and the FHLB. Loans held for sale are reflected on the unaudited Consolidated Statements of Financial Condition at fair value with changes in the value reflected in the unaudited Consolidated Statements of Income. Gains and losses are recognized at the time of sale. The Company periodically retains the servicing rights on residential mortgage loans sold which results in monthly service fee income. The mortgage servicing rights are included in Intangible assets in the unaudited Consolidated Statements of Financial Condition. Otherwise, the Company sells loans with servicing released on a nonrecourse basis. Rate-locked loan commitments that the Company intends to sell in the secondary market are accounted for as derivatives under ASC 815, Derivatives and Hedging (ASC 815).

Unfunded Lending Commitments

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the allowance for credit losses of unfunded lending commitments were ~~$7.8~~$8.9 million and ~~$1.5~~$8.2 million, respectively. ~~The balance at June 30, 2020 was determined using the CECL methodology, which included a $3.0 million adjustment to retained earnings at the time of adoption.~~ A provision for unfunded lending commitments of ~~$3.4 million and $3.3~~$0.6 million was recognized during the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021, and a ~~provision~~credit for unfunded lending commitments of ~~$0.3 million and $0.4~~$0.2 million was recognized during the three ~~and six~~ months ended ~~June 30, 2019, respectively.~~March 31, 2020.

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17. CHANGE IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income includes unrealized gains and losses on available-for-sale investments, unrealized gains and losses on cash flow hedges, as well as unrecognized prior service costs, transition costs, and actuarial gains and losses on defined benefit pension plans. Changes to accumulated other comprehensive (loss) income are presented, net of tax, as a component of stockholders’ equity. Amounts that are reclassified out of accumulated other comprehensive (loss) income are recorded on the unaudited Consolidated Statement of Income either as a gain or loss.

Changes to accumulated other comprehensive (loss) income by component are shown, net of taxes, in the following tables for the period indicated:

(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, March 31, 2020 $ 72,436 $ 403 $ (3,313) $ 1,008 $ 70,534
Other comprehensive income (loss) before reclassifications 3,703 — 7 (25) 3,685
Less: Amounts reclassified from accumulated other comprehensive income (loss) (1,450) (57) 179 (111) (1,439)
Net current-period other comprehensive income (loss) 2,253 (57) 186 (136) 2,246
Balance, June 30, 2020 $ 74,689 $ 346 $ (3,127) $ 872 $ 72,780
Balance, March 31, 2019 $ 2,701 $ 686 $ 693 $ (1,824) $ 2,256
Other comprehensive income before reclassifications 19,591 — 10 1,007 20,608
Less: Amounts reclassified from accumulated other comprehensive income (48) (84) (44) — (176)
Net current-period other comprehensive income (loss) 19,543 (84) (34) 1,007 20,432
Balance, June 30, 2019 $ 22,244 $ 602 $ 659 $ (817) $ 22,688
(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, 2019 $ 26,927 $ 468 $ (3,317) $ (577) $ 23,501
Other comprehensive income before reclassifications 49,739 — 43 1,560 51,342
Less: Amounts reclassified from accumulated other comprehensive income (1,977) (122) 147 (111) (2,063)
Net current-period other comprehensive income (loss) 47,762 (122) 190 1,449 49,279
Balance, June 30, 2020 $ 74,689 $ 346 $ (3,127) $ 872 $ 72,780
Balance, December 31, 2018 $ (14,553) $ 779 $ 834 $ (2,454) $ (15,394)
Other comprehensive income (loss) before reclassifications 36,856 (2) (89) 1,637 38,402
Less: Amounts reclassified from accumulated other comprehensive income (loss) (59) (175) (86) — (320)
Net current-period other comprehensive income (loss) 36,797 (177) (175) 1,637 38,082
Balance, June 30, 2019 $ 22,244 $ 602 $ 659 $ (817) $ 22,688


(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 (1)		Net change in equity method investments		Total
Balance, December 31, 2020	$	59,882	$	276	$	(4,788)	$	646	$	(9)	$	56,007
Other comprehensive (loss) income before reclassifications	(69,589)		0		0		0		273		(69,316)
Less: Amounts reclassified from accumulated other comprehensive (loss) income	(250)		(16)		(16)		(111)		0		(393)
Net current-period other comprehensive (loss) income	(69,839)		(16)		(16)		(111)		273		(69,709)
Balance, March 31, 2021	$	(9,957)	$	260	$	(4,804)	$	535	$	264	$	(13,702)

Balance, December 31, 2019	$	26,927	$	468	$	(3,317)	$	(577)	$	0	$	23,501
Other comprehensive income before reclassifications	46,036		0		36		1,585		0		47,657
Less: Amounts reclassified from accumulated other comprehensive income	(527)		(65)		(32)		0		0		(624)
Net current-period other comprehensive income (loss)	45,509		(65)		4		1,585		0		47,033
Balance, March 31, 2020	$	72,436	$	403	$	(3,313)	$	1,008	$	0	$	70,534
(1)Cash flow hedges were terminated as of April 1, 2020

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The unaudited Consolidated Statements of Income were impacted by components of other comprehensive income as shown in the tables below:

Three Months Ended June 30, Affected line item in unaudited Consolidated Statements of Income
(Dollars in thousands) 2020 2019
Securities available for sale:
Realized gains on securities transactions $ (1,908) $ (63) Securities gains, net
Income taxes 458 15 Income tax provision
Net of tax $ (1,450) $ (48)
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 $ (75) $ (111) Interest and dividends on investment securities
Income taxes 18 27 Income tax provision
Net of tax $ (57) $ (84)
Amortization of defined benefit pension plan-related items:
Prior service credits $ (19) $ (19)
Actuarial gains (24) (16)
Total before tax $ (43) $ (35) Salaries, benefits and other compensation
Income taxes 10 (9) Income tax provision
Net of tax $ (33) $ (44)
Defined benefit pension plan settlement:
Realized losses on plan settlement $ 279 $ — Other operating expense
Income taxes (67) — Income tax provision
Net of tax $ 212 $ —
Net unrealized gains on terminated cash flow hedges:
Amortization of net unrealized gains to income during the period $ (146) $ — Interest and fees on loans and leases
Income taxes 35 — Income tax provision
Net of tax $ (111) $ —
Total reclassifications $ (1,439) $ (176)

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		Six Months Ended						Affected line item in unaudited Consolidated Statements of Operations			Three Months Ended March 31,			Affected line item in unaudited Consolidated Statements of Income
		June 30,
		2020		2019
Securities available-for-sale:
(Dollars in thousands)							(Dollars in thousands)		2021		2020		Affected line item in unaudited Consolidated Statements of Income
Securities available for sale:							Securities available for sale:
Realized gains on securities transactions	Realized gains on securities transactions	$	(2,601)	$	(78)	Securities gains, net	Realized gains on securities transactions		$	(329)	$	(693)	Securities gains, net
Income taxes	Income taxes	624		19		Income tax provision	Income taxes		79		166		Income tax provision
Net of tax	Net of tax	$	(1,977)	$	(59)		Net of tax		$	(250)	$	(527)
Net unrealized holding gains on securities transferred between available-for-sale and held-to-maturity:	Net unrealized holding gains on securities transferred between available-for-sale and held-to-maturity:						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	Amortization of net unrealized gains to income during the period	$	(160)	$	(231)	Interest and dividends on investment securities	Amortization of net unrealized gains to income during the period		$	(21)	$	(85)	Interest and dividends on investment securities
Income taxes	Income taxes	38		56		Income tax provision	Income taxes		5		20		Income tax provision
Net of tax	Net of tax	$	(122)	$	(175)		Net of tax		$	(16)	$	(65)
Amortization of defined benefit pension plan-related items:	Amortization of defined benefit pension plan-related items:						Amortization of defined benefit pension plan-related items:
Prior service credits	Prior service credits	$	(38)	$	(38)		Prior service credits		$	(22)	$	(19)

Actuarial gains		(48)		(31)
Actuarial losses (gains)							Actuarial losses (gains)		1		(23)
Total before tax	Total before tax	$	(86)	$	(69)	Salaries, benefits and other compensation	Total before tax		$	(21)	$	(42)	Salaries, benefits and other compensation
Income taxes	Income taxes	21		(17)		Income tax provision	Income taxes		5		10		Income tax provision
Net of tax	Net of tax	$	(65)	$	(86)		Net of tax		$	(16)	$	(32)
Defined benefit pension plan settlement:
Realized losses on plan settlement		$	279	$	—	Other operating expense
Income taxes		(67)		—		Income tax provision
Net of tax		$	212	$	—

Net unrealized gains on terminated cash flow hedges:	Net unrealized gains on terminated cash flow hedges:						Net unrealized gains on terminated cash flow hedges:
Amortization of net unrealized gains to income during the period	Amortization of net unrealized gains to income during the period	$	(146)	$	—	Interest and fees on loans and leases	Amortization of net unrealized gains to income during the period		$	(146)	$	0	Interest and fees on loans and leases
Income taxes	Income taxes	35		—		Income tax provision	Income taxes		35		0		Income tax provision
Net of tax	Net of tax	$	(111)	$	—		Net of tax		$	(111)	$	0
Total reclassifications	Total reclassifications	$	(2,063)	$	(320)		Total reclassifications		$	(393)	$	(624)

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18. RELATED PARTY TRANSACTIONS

In the ordinary course of business, from time to time the Company enters into transactions with related parties, including, but not limited to, its officers and directors. These transactions are made on substantially the same terms and conditions, including interest rates and collateral requirements, as those prevailing at the same time for comparable transactions with other customers. They do not, in the opinion of management, involve greater than normal credit risk or include other features unfavorable to the Company. Any related party loans exceeding $0.5 million require review and approval by the Board of Directors. During the three and six months ended June 30, 2020, there were 2 loans originated to related parties exceeding $0.5 million, both of which were sold during the second quarter. During the three and six months ended June 30, 2019, thereThere were 0 loans originated to related parties exceeding $0.5 ~~million.~~million during the three months ended March 31, 2021 and 2020, respectively.

The outstanding balances of loans to related parties at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 were ~~$0.3~~$0.2 million ~~and $1.0 million, respectively.~~for both periods. Total deposits from related parties at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 were ~~$6.1~~$7.1 million and ~~$4.9~~$8.3 million, respectively. During the ~~second~~first quarter of ~~2020,~~2021, there were 20 new ~~loans~~loan and credit line advances to related parties ~~totaling $1.1 million~~ and repayments were ~~$0.7~~less than $0.1 million.

19. LEGAL AND OTHER PROCEEDINGS

In accordance with the current accounting standards for loss contingencies, the Company establishes reserves for litigation-related matters that arise in the ordinary course of its business activities when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. In addition, the Company's defense of litigation claims may result in legal fees, which it expenses as incurred.

As previously disclosed, on February 27, 2018, the Company entered into a settlement agreement with Universitas Education, LLC (Universitas) to resolve arbitration claims related to services provided by Christiana Bank and Trust Company (CB&T) prior to its acquisition by WSFS in December 2010. In accordance with the litigation settlement, the Company paid Universitas $12.0 million to fully settle the claims. During the third quarter of 2018, WSFS recovered $7.9 million in settlement and legal costs from insurance carriers that provided coverage relating to the Universitas matter. WSFS is pursuing all of its rights and remedies to recover the remaining amounts relating to the Universitas proceeding, including the Universitas settlement payment, legal fees and related costs, by enforcing the indemnity right in the 2010 purchase agreement by which WSFS acquired CB&T.

In March 2017, Nature’s Healing Trust (NHT) filed a complaint against WSFS Bank in the Delaware Court of Chancery. NHT asserts that WSFS Bank failed to provide timely notice concerning the possible lapse of two life settlement policies (aggregate face amount of $6.3 million) held in the trust. NHT asserts claims against WSFS Bank for breach of contract, breach of fiduciary duty, and negligence, and seeks the face value of the policies. WSFS Bank disputes the factual allegations and denies liability. WSFS Bank has, in accordance with its normal procedures, notified its insurance carriers of a possible claim. WSFS Bank is vigorously defending itself in this matter and believes it has valid factual and legal defenses.

There were 0 material changes or additions to other significant pending legal or other proceedings involving the Company other than those arising out of routine operations.

20. SUBSEQUENT EVENTS

The Company evaluated subsequent events in accordance with ASC Topic 855 and determined that the following qualifies as a non-recognized subsequent event:

Repayment of the 2016 Senior Notes

On May 7, 2021, the WSFS Board of Directors approved the Company's repayment of $100.0 million of senior notes due 2026 (the 2016 senior notes). The 2016 senior notes mature on June 15, 2026 and have a fixed coupon rate of 4.50% from issuance to but excluding June 15, 2021 and a variable coupon rate of three month LIBOR plus 3.30% from June 15, 2021 until maturity. The 2016 senior notes may be redeemed beginning on June 15, 2021 at 100% of principal plus accrued and unpaid interest. During the second quarter of 2021, the Company expects to incur additional interest expense of $1.1 million to recognize the remaining unamortized debt issuance costs associated with the 2016 senior notes.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

WSFS Financial Corporation (the Company or WSFS) is a savings and loan holding company headquartered in Wilmington, Delaware. Substantially all of our assets are held by our subsidiary, Wilmington Savings Fund Society, FSB (WSFS Bank or the Bank), one of the ten oldest bank and trust companies in the United States (U.S.) continuously operating under the same ~~name in the United States (U.S.). At $13.6~~name. With $14.7 billion in assets and ~~$20.8~~$24.7 billion in assets under management (AUM) and assets under administration (AUA), at March 31, 2021, WSFS Bank is ~~also~~ the oldest and largest locally-managed bank and trust company headquartered in the Delaware ~~Valley.~~and Greater Philadelphia region. As a federal savings bank ~~which~~that was formerly chartered as a state mutual savings bank, ~~the~~WSFS Bank enjoys a broader scope of permissible activities than most other ~~types of~~ financial institutions. A fixture in the community, we have been in operation for more than ~~188~~189 years. In addition to our focus on stellar customer ~~service,~~experience, we have continued to fuel growth and remain a leader in our community. We are a relationship-focused, locally-managed, community banking institution. Our mission is simple: “We Stand for Service.” Our strategy of “Engaged Associates, living our culture, making a better life for all we serve” focuses on exceeding customer expectations, delivering stellar experiences and building customer advocacy through highly-trained, relationship-oriented, friendly, knowledgeable and empowered Associates.

We have six consolidated subsidiaries: WSFS Bank, WSFS Wealth Management, LLC ~~(Powdermill)~~(Powdermill®), WSFS Capital Management, LLC (West Capital), Cypress Capital Management, LLC (Cypress), Christiana Trust Company of Delaware® (Christiana Trust DE) and WSFS SPE Services, LLC. We also have one unconsolidated subsidiary, WSFS Capital Trust III. WSFS Bank has three wholly owned subsidiaries: Beneficial Equipment Finance Corporation (BEFC), WSFS Investment Group, Inc. (WSFS Wealth® Investments), and 1832 Holdings, Inc., and one majority-owned subsidiary, NewLane Finance Company (NewLane ~~Finance)~~Finance®).

Our banking business had a total loan and lease portfolio of ~~$9.4~~$8.6 billion as of ~~June 30, 2020,~~March 31, 2021, which was funded primarily through commercial relationships and retail and customer generated deposits. We have built a ~~$7.3~~$6.8 billion commercial loan and lease portfolio by recruiting seasoned commercial lenders in our markets, offering the high level of service and flexibility typically associated with a community bank and through acquisitions.

We also offer a broad variety of consumer loan products, retail securities and insurance brokerage through our retail branches, and mortgage and title services through our branches and WSFS ~~Mortgage.~~Mortgage®. WSFS Mortgage® is a mortgage banking company specializing in a variety of residential mortgage and refinancing solutions.

Our leasing business is conducted by NewLane ~~Finance.~~Finance®. NewLane Finance® originates small business leases and provides commercial financing to businesses nationwide, targeting various equipment categories including technology, software, office, medical, veterinary and other areas. In addition, NewLane Finance® offers insurance through its subsidiary, Prime Protect, which commenced operations during the fourth quarter of 2020.

Our Cash Connect^® business is a premier provider of ATM vault cash, smart safe (safes that automatically accept, validate, record and hold cash in a secure environment) and other cash logistics services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. Cash Connect® services non-bank and WSFS-branded ATMs and retail safes nationwide in the U.S. Cash Connect^® manages over ~~$1.4~~$1.7 billion in total cash and services approximately ~~27,900~~28,100 non-bank ATMs and approximately ~~4,100~~4,900 smart safes nationwide. Cash Connect^® provides related services such as online reporting and ATM cash management, predictive cash ordering and reconcilement services, armored carrier management, loss protection, ATM processing equipment sales and deposit safe cash logistics. Cash Connect^®also supports ~~571~~625 branded ATMs for WSFS Bank Customers, which has one of the largest branded ATM networks in our market.

Our Wealth Management business provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate, and institutional clients through multiple integrated businesses. Combined, these businesses had $~~20.8~~24.7 billion of AUM and AUA at ~~June 30, 2020.~~March 31, 2021. WSFS Wealth® Investments provides financial advisory services along with insurance and brokerage products. Cypress, a registered investment adviser, is a fee-only wealth management firm managing a “balanced” investment style portfolio focused on preservation of capital and generating current income. West Capital, a registered investment adviser, is a fee-only wealth management firm operating under a multi-family office philosophy to provide customized solutions to institutions and high-net-worth individuals. The ~~institutional~~ trust division of WSFS, comprised of WSFS Institutional Services®, and Christiana Trust DE provides trustee, agency, bankruptcy administration, custodial and commercial domicile services to institutional and corporate clients. Christiana Trust DE ~~a subsidiary of WSFS,~~also provides personal trust and fiduciary services to families and individuals across the U.S. Powdermill® is a multi-family office specializing in providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach. WSFS Wealth Client Management serves high-net-worth clients by delivering credit and deposit products and partnering with other Wealth Management ~~units~~businesses to provide comprehensive solutions to clients.

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As of ~~June 30, 2020,~~March 31, 2021, we service our customers primarily from ~~115~~111 offices located in Pennsylvania ~~(54)~~(51), Delaware ~~(43)~~(42), New Jersey, (16), Virginia (1) and Nevada (1), our ATM network, our website at www.wsfsbank.com and our mobile app.

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~~Recent Developments and Business Outlook~~

~~Our results during~~Highlights for First Quarter 2021

Results through the first ~~half~~quarter of 2020 were significantly impacted by the COVID-19 pandemic and its impact on the economic forecasts that drive the estimates we use to determine the provision for credit losses. Contributing to the magnitude of the pandemic's effect is our adoption, as of January 1, 2020, of, the Current Expected Credit Loss (CECL) method of accounting, which considers forward-looking information when establishing reserves for credit losses. Results during the first half of 20202021 and other notable items include the following:

•On March 9, 2021, WSFS signed an Agreement and Plan of Merger (the Merger Agreement) with Bryn Mawr Bank Corporation (Bryn Mawr), a Pennsylvania corporation and the parent holding company of The Bryn Mawr Trust Company, a Pennsylvania chartered bank and wholly owned subsidiary of Bryn Mawr (Bryn Mawr Bank). Under the terms and subject to the conditions of the Merger Agreement, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation (the Merger), and (ii) simultaneously with the Merger, Bryn Mawr Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank. The Merger is subject to customary conditions and regulatory approvals, and is currently expected to close early in the fourth quarter of 2021. We recorded $1.8 million of corporate development and restructuring expense primarily related to the pending Merger during the first quarter of 2021.

•~~The COVID-19 pandemic resulted~~We recorded a reduction in acute deterioration in the economic forecast used in our CECL modeling, resulting in additional provision for credit losses of $94.8 million and $151.4 million for the three and six months ended June 30, 2020, and an increase of $93.1 million and $184.6 million to the allowance for credit losses (ACL) of $24.0 million during ~~the three and six months ended June 30, 2020. During~~ the three months ended ~~June 30, 2020, we also recorded $1.9 million~~March 31, 2021 as a result of ~~other COVID-19 related costs.~~

•WSFS recorded net realized gains on our equity investments of $22.1 million from the sale of 360,000 Visa Class B shares. Since our adoption of ASU 2016-01 in 1Q 2018, cumulative realized and unrealized gains and dividends on Visa Class B shares total $78.0 million.

•~~WSFS made a $3.0 million grant to the WSFS Community Foundation to address the impacts of COVID-19 on the communities we serve and provide long-term support for education, health and human services,~~continued improving credit trends and economic ~~development in our communities.~~forecasts.

•We ~~began participating~~continued to participate in ~~some of~~ the regulatory relief programs offered as a result of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended, including the Paycheck Protection Program (PPP). ~~During~~Activity during the ~~second~~first quarter of ~~2020, we provided~~2021 included the following:

◦Support for nearly ~~$1.0 billion in~~$300 million of second round PPP loans to over 1,800 WSFS and non-WSFS Customers, which generated $2.2 million of referral fees during the first quarter of 2021 through our partnership with third party providers.

◦Loan forgiveness for ~~more than 5,400 new and existing WSFS Customers, supporting an estimated 100,000 jobs in our region. During the six months ended June 30, 2020, we also recorded $1.8~~first round PPP loans of $231.4 million. As of March 31, 2021, there was $526.8 million of PPP ~~related costs.~~ loans in our loan portfolio.

◦See "Financial Condition, Capital Resources and Liquidity - Financial Condition" and "Recent Regulatory Developments" for further ~~details.~~details on PPP.

•~~During March 2020, we began a phased approach to our retail office closures~~We were ranked number 10 on the Forbes 12th Annual America's Best Banks list and our retail branch offices only accepted drive-thru services. During the second quarter of 2020, nearly two-thirds of our retail offices were servicing customers. The retail office closures have not significantly impacted our financial condition and results of operations, as our customer deposits remain intact and the fees and costs associated with our customer deposits remain under normal business operations. We continue to serve Customers through drive-thru locations and have begun a carefully planned and phased approach to opening previously closed office and banking locations that aligns with Federal, State and local guidance.

•~~During the second quarter of 2020, and subsequent to June 30, 2020, Cash Connect~~^® expanded its ATM network by adding over 150 ATMs to serve Delaware and the greater Philadelphia region. The number of owned and branded ATMs increased to 571 as of June 30, 2020, and to approximately 640 in the third quarter of 2020, through the date of this Quarterly Report on Form 10-Q.

~~For a discussion of additional risk factors relating to COVID-19, see "Item 1A. Risk Factors."~~

Looking ahead, the continuation of the economic effects of COVID-19 and actions taken in response to it, including the impacts of loan forbearances and other provisions of the CARES Act and other federal and state measures, may adversely impact our business and results of operations and the operations of our borrowers, customers and business partners.received The ~~uncertainty regarding~~Gallup Exceptional Workplace Award for the duration of the pandemic and the resulting economic disruption has caused increased market volatility and has led to an economic recession and a significant decrease in consumer confidence and business generally.The continuation of these conditions (including whether due to a resurgence or a second wave of COVID-19 infections, particularly as the geographic areas in which we operate begin to re-open) and their ultimate impact of these factors is highly uncertain at this time and we do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the decline in economic conditions generally and a prolonged negative impact on small to medium sized businesses, in particular, due to COVID-19 may result in an adverse effect to our business, financial condition and results of operations.~~For more information about these risks and uncertainties, see “Item 1A. Risk Factors.”~~

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fifth time.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

Financial Condition

Total assets increased ~~$1.3 billion~~$396.5 million to ~~$13.6~~$14.7 billion at ~~June 30, 2020~~March 31, 2021 compared to December 31, ~~2019.~~2020. This increase is primarily comprised of the ~~following (in descending order of magnitude):~~following:

•~~Net loans, excluding loans held for sale,~~Investment securities, available-for-sale increased ~~$695.8 million which included:~~

◦~~An increase of $945.1 million from PPP loans and growth across CRE, construction, commercial small business leases, and home equity installment loans originated through our partnership with Spring EQ.~~

◦~~A decline during the year of $371.0 million in non-relationship run-off portfolios primarily acquired from the Beneficial Bancorp, Inc. (Beneficial) acquisition; and~~

◦~~Total provision for credit losses of $151.4~~$458.8 million during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 primarily due to ~~the impact~~$748.3 million in purchases partially offset by repayments of ~~the COVID-19 pandemic, significant deterioration in economic forecasts~~$185.0 million, decreased market-values on available-for-sale securities of $69.8 million and ~~portfolio credit migration.~~sales of $9.3 million.

•Cash and cash equivalents increased ~~$384.0~~$409.4 million, primarily reflecting excess cash held due to increased deposits related to PPP loans, additional government stimulus and ~~CARES Act payments, offset by a decline~~reduced levels of ~~$46.6 million from improved cash optimization at Cash Connect~~^® ~~due to an increased use of external funding sources to support the bailment, cash management and smart safe lines of business offset by changes in seasonality.~~customer spending.

•~~Investment securities increased $244.5~~Net loans and leases, excluding loans held for sale, decreased $422.2 million, reflecting a $231.4 million decline in PPP loans due to forgiveness of round one PPP loans, a $203.5 million decline in residential and commercial real estate loans, primarily due to non-relationship run-off portfolios primarily acquired from the Beneficial acquisition, and lower commercial loan demand resulting from higher levels of borrower liquidity. Our allowance for credit losses decreased by $24.0 million due to positive economic developments in our forecasts and improved credit quality metrics with declines in our problem assets, nonperforming assets and delinquencies.

•Loans held for sale decreased $42.1 million during the ~~six~~three months ended ~~June 30, 2020 primarily due to $535.1 million~~March 31, 2021 driven by a large commercial loan sale and a combination of lower origination volume and higher loans sales in ~~purchases and favorable market-value changes on available-for-sale securities of $47.8 million, partially offset by repayments of $232.4 million and sales of $107.0 million.~~our mortgage banking business during the quarter.

•

~~Other investments decreased $59.8 million during the six months ended June 30, 2020 as we sold 360,000 Visa Class B shares.~~

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Total liabilities increased ~~$1.3~~$417.6 million to $13.0 billion ~~to $11.8 billion during the six months ended June 30, 2020~~at March 31, 2021 compared to December 31, ~~2019. These increases are~~2020. This increase is primarily comprised of the ~~following (in descending order of magnitude):~~following:

•Total deposits increased by ~~$1.5 billion,~~$427.0 million, primarily due ~~to:~~

◦Anto an increase ~~of $1.4 billion~~ in customer funding, reflecting ~~an estimated $0.7 billion of~~elevated deposits from our Customers who received PPP loans, the impact of government stimulus checks ~~delayed tax payment~~ and ~~less~~reduced levels of customer spending during the COVID-19 pandemic. The ratio of loans to customer deposits was ~~86%~~70% at ~~June 30, 2020~~March 31, 2021 reflecting significant liquidity ~~capacity; and~~

◦~~An increase of $30.6 million in brokered deposits.~~capacity.

•~~Federal funds purchased~~FHLB advances decreased ~~$195.0~~$6.6 million due to maturities during the ~~increase in customer funding, as described above.~~first quarter of 2021.

For further information, see "Notes to the ~~unaudited~~ Consolidated Financial ~~Statements.~~Statements (Unaudited)."

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Capital Resources

~~Share Repurchases:~~ During the first quarter of 2020, we repurchased $38.7 million, or 1,004,348 shares of common stock at an average price of $38.53 per share, completing our share repurchase program approved by the Board of Directors in the fourth quarter of 2018. Also in the first quarter, the Board of Directors approved a new share purchase authorization of 7,594,977 shares, or 15% of outstanding shares. However, in the first quarter of 2020, we temporarily suspended all share repurchases until we have a clearer long-term view of the impact of COVID-19 on the economy and our performance.

Stockholders’ equity of WSFS decreased ~~$26.6~~$21.1 million between December 31, ~~2019~~2020 and ~~June 30, 2020.~~March 31, 2021. This decrease was primarily due to ~~$38.7~~$69.8 million from the effect of decreased market-values on available-for-sale securities, $12.0 million for the repurchases of 267,309 shares of common stock under ~~the previously announced~~our stock repurchase plan, ~~a $30.4 million impact to retained earnings due to the adoption of CECL,~~ and the payment of dividends on our common stock of ~~$12.2 million,~~$5.7 million. These decreases were partially offset by ~~$47.8 million from the effect of market-value changes on available-for-sale securities and $3.8~~$65.1 million of income attributable to WSFS for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

~~Our~~During the first quarter of 2021, our Board of Directors approved a quarterly cash dividend of ~~$0.12~~$0.13 per share of common ~~stock.~~stock, an 8% increase from our cash dividend in the fourth quarter of 2020. This dividend will be paid on ~~August 20, 2020~~May 21, 2021 to stockholders of record as of ~~August 6, 2020.~~May 7, 2021.

Book value per share of common stock was ~~$36.00~~$37.27 at ~~June 30, 2020, an increase~~March 31, 2021, a decrease of ~~$0.12~~$0.25 from ~~$35.88~~$37.52 at December 31, ~~2019.~~2020. Tangible book value per share of common stock (a non-GAAP financial measure) was ~~$24.89~~$25.60 at ~~June 30, 2020, an increase~~March 31, 2021, a decrease of ~~$0.04~~$0.25 from ~~$24.85~~$25.85 at December 31, ~~2019.~~2020. These decreases in both GAAP and non-GAAP financial measures are due to the reasons described above. We believe tangible book value per common share helps management and investors better understand and assess changes from period to period in stockholders’ equity exclusive of changes in intangible assets. This non-GAAP ~~data~~measure should be considered in addition to results prepared in accordance with Generally Accepted Accounting Principles in the U.S. (GAAP), and is not a substitute for, or superior to, GAAP results. For a reconciliation of tangible book value per common share to book value per share in accordance with GAAP, see "Reconciliation of Non-GAAP Measure to GAAP Measure."

The table below compares the Bank's and the Company’s consolidated capital position to the minimum regulatory requirements as of ~~June 30, 2020:~~March 31, 2021:


		Consolidated Capital						For Capital Adequacy Purposes							To be Well-Capitalized Under Prompt Corrective Action Provisions							Consolidated Capital				For Capital Adequacy Purposes		To be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	(Dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent		(Dollars in thousands)		Amount		Percent		Amount		Percent		Amount		Percent
Total Capital (to Risk-Weighted Assets)	Total Capital (to Risk-Weighted Assets)													Total Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	$	1,419,261	13.93	%	$	815,140	8.00	%	$	1,018,925	10.00	%	Wilmington Savings Fund Society, FSB		$	1,472,002	14.46	%	$	814,528	8.00	%	$	1,018,161	10.00	%
WSFS Financial Corporation	WSFS Financial Corporation	1,424,634		13.95	%	817,201		8.00	%	1,021,501		10.00	%	WSFS Financial Corporation		1,457,952		14.28		816,913		8.00		1,021,141		10.00
Tier 1 Capital (to Risk-Weighted Assets)	Tier 1 Capital (to Risk-Weighted Assets)													Tier 1 Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	1,291,896		12.68	%	611,355		6.00	%	815,140		8.00	%	Wilmington Savings Fund Society, FSB		1,343,903		13.20		610,896		6.00		814,528		8.00
WSFS Financial Corporation	WSFS Financial Corporation	1,296,947		12.70	%	612,901		6.00	%	817,201		8.00	%	WSFS Financial Corporation		1,329,485		13.02		612,684		6.00		816,913		8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	Common Equity Tier 1 Capital (to Risk-Weighted Assets)													Common Equity Tier 1 Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	1,291,896		12.68	%	458,516		4.50	%	662,301		6.50	%	Wilmington Savings Fund Society, FSB		1,343,903		13.20		458,172		4.50		661,804		6.50
WSFS Financial Corporation	WSFS Financial Corporation	1,231,947		12.06	%	459,676		4.50	%	663,976		6.50	%	WSFS Financial Corporation		1,264,485		12.38		459,513		4.50		663,741		6.50
Tier 1 Leverage Capital	Tier 1 Leverage Capital													Tier 1 Leverage Capital
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	1,291,896		10.40	%	496,826		4.00	%	621,032		5.00	%	Wilmington Savings Fund Society, FSB		1,343,903		9.82		547,307		4.00		509,080		5.00
WSFS Financial Corporation	WSFS Financial Corporation	1,296,947		10.44	%	497,092		4.00	%	621,365		5.00	%	WSFS Financial Corporation		1,329,485		9.71		547,769		4.00		684,711		5.00

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Under the prompt corrective action regime, regulators have established five capital tiers: well-capitalized, adequately-capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. A depository institution’s capital tier depends on its capital levels in relation to various relevant capital measures, which include leveraged and risk-based capital measures and certain other factors. Depository institutions that are not classified as well-capitalized are subject to various restrictions regarding capital distributions, payment of management fees, acceptance of brokered deposits and other operating activities.

Regulatory capital requirements for the Bank and the Company include a minimum common equity Tier 1 capital ratio of 4.50% of risk-weighted assets, a Tier 1 capital ratio of 6.00% of risk-weighted assets, a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 leverage capital ratio of 4.00% of average assets. PPP loans receive a zero percent risk weighting under the regulators' capital rules. In order to avoid limits on capital distributions and discretionary bonus payments, the Bank and the Company must maintain a capital conservation buffer of 2.5% of common equity Tier 1 capital over each of the risk-based capital requirements.

63As shown in the table above, as of March 31, 2021, the Bank and the Company were in compliance with regulatory capital requirements and exceeded the amounts required to be considered “well-capitalized” as defined in the regulations.

~~Table of Contents~~Not included in the Bank’s capital, the Company separately held

$223.8 million in cash to support share repurchases, potential dividends, acquisitions, strategic growth plans and other general corporate purposes.

As part of our adoption of CECL in 2020, we elected the Implementation and Transition of the Current Expected Credit Losses Methodology for Allowances and Related Adjustments to the Regulatory Capital Rule and Conforming Amendments to Other Regulations, which permits the Company to phase in the day-one adverse effects on regulatory capital that may result from the adoption of CECL over a three-year period. In addition, the final rule revises the agencies' regulatory capital rule, stress testing rules, and regulatory disclosure requirements to reflect CECL, and makes conforming amendments to other regulations that reference allowance for credit losses.

As shown in the table above, as of June 30, 2020, the Bank and the Company were in compliance with regulatory capital requirements and exceeded the amounts required to be considered “well-capitalized” as defined in the regulations.

~~Not included in the Bank’s capital, the Company separately held~~ ~~$97.2 million~~ ~~in cash to support share repurchases, potential dividends, acquisitions, strategic growth plans and other general corporate purposes.~~

As a result of the three-year period phase-in related to our CECL adoption, the impact (by bps) to our capital ratios were as follows:


		June 30, 2020											March 31, 2021
(Dollars in thousands)	(Dollars in thousands)	As Reported		Proforma⁽¹⁾		CECL Impact		(Dollars in thousands)	As Reported		Proforma(1)		CECL Impact
Total Capital (to Risk-Weighted Assets)	Total Capital (to Risk-Weighted Assets)							Total Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	13.93	%	14.01	%	(0.08)	%	Wilmington Savings Fund Society, FSB	14.46	%	14.61	%	(0.15)	%
WSFS Financial Corporation	WSFS Financial Corporation	13.95	%	14.02	%	(0.07)	%	WSFS Financial Corporation	14.28		14.43		(0.15)
Tier 1 Capital (to Risk-Weighted Assets)	Tier 1 Capital (to Risk-Weighted Assets)							Tier 1 Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	12.68	%	12.76	%	(0.08)	%	Wilmington Savings Fund Society, FSB	13.20		13.35		(0.15)
WSFS Financial Corporation	WSFS Financial Corporation	12.70	%	12.77	%	(0.07)	%	WSFS Financial Corporation	13.02		13.17		(0.15)
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	Common Equity Tier 1 Capital (to Risk-Weighted Assets)							Common Equity Tier 1 Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	12.68	%	12.76	%	(0.08)	%	Wilmington Savings Fund Society, FSB	13.20		13.35		(0.15)
WSFS Financial Corporation	WSFS Financial Corporation	12.06	%	12.14	%	(0.08)	%	WSFS Financial Corporation	12.38		12.54		(0.16)
Tier 1 Leverage Capital	Tier 1 Leverage Capital							Tier 1 Leverage Capital
Wilmington Savings Fund Society, FSB	Wilmington Savings Fund Society, FSB	10.40	%	10.46	%	(0.06)	%	Wilmington Savings Fund Society, FSB	9.82		9.92		(0.10)
WSFS Financial Corporation	WSFS Financial Corporation	10.44	%	10.49	%	(0.05)	%	WSFS Financial Corporation	9.71		9.81		(0.10)

⁽¹⁾ Excludes the phase-in impact of CECL.

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Liquidity

We manage our liquidity and funding needs through our Treasury function and our Asset/Liability Committee. We have a policy that separately addresses liquidity, and management monitors our adherence to policy limits. Also, liquidity risk management is a primary area of examination by the banking regulators.

Funding sources to support growth and meet our liquidity needs include cash from operations, retail deposit programs, loan repayments, FHLB borrowings, repurchase agreements, access to the Federal Reserve Discount Window, and access to the brokered deposit market as well as other wholesale funding avenues. In addition, we have a large portfolio of high-quality, liquid investments, primarily short-duration mortgage-backed securities, that provide a near-continuous source of cash flow to meet current cash needs, or can be sold to meet larger discrete needs for cash. We believe these sources are sufficient to meet our funding needs as well as maintain required and prudent levels of liquidity over the next twelve months.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, cash, ~~and~~ cash equivalents and restricted cash increased ~~$384.0~~$409.4 million to ~~$955.8 million~~$2.1 billion from ~~$571.8 million~~$1.7 billion as of December 31, ~~2019.~~2020. Cash provided by operating activities was ~~$80.4~~$69.7 million, primarily reflecting the cash impact of earnings and ~~gains of $24.7 million from the sale of debt and equity securities (including Visa Class B shares), offset by~~ a ~~$26.3~~$29.1 million increase in net activity for loans held for sale, partially offset by the recovery of credit losses in our ACL of $20.2 million during the ~~six~~three months ended June 30, 2020. Additionally, to avoid limitations on capital distributions and discretionary bonus payments, the Bank and the Company must maintain a capital conservation buffer of 2.5% of common equity tier 1 capital on top of each of the risk-based capital ratios.March 31, 2021. Cash used in investing activities was ~~$0.9 billion~~$64.1 million primarily due to ~~$839.6 million from increased lending activity related to PPP loans and~~ net purchases of debt securities of ~~$302.7~~$563.3 million, partially offset by $481.3 million from decreased lending activity related to PPP loan forgiveness and proceeds of ~~$109.6~~$9.3 million from sales of debt ~~securities and net proceeds of $85.9 million from the sale of Visa Class B shares.~~securities. Cash provided inby financing activities was ~~$1.2 billion,~~$403.9 million, primarily due to a ~~$1.5 billion~~$428.1 million net increase in deposits, as a result of the increase in customer funding discussed above, partially offset by ~~$195.0 million for repayment of federal funds purchased, $38.7~~$12.0 million for repurchases of common stock under the previously announced stock repurchase plan, $6.6 million for repayment of FHLB advances, and common stock dividends of ~~$12.2~~$5.7 million.

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NONPERFORMING ASSETS

Nonperforming assets include nonaccruing loans, ~~OREO~~other real estate owned (OREO) and restructured loans. Nonaccruing loans are those on which we no longer accrue interest. Loans are placed on nonaccrual status immediately if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more and the value of the collateral is insufficient to cover principal and interest. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed and charged against interest income. In addition, the amortization of net deferred loan fees is suspended when a loan is placed on nonaccrual status. Subsequent cash receipts are applied either to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the ultimate collectability of principal and interest. Past due loans are defined as loans contractually past due 90 days or more as to principal or interest payments but which remain in accrual status because they are considered well secured and in the process of collection.

The following table shows our nonperforming assets and past due loans at the dates indicated, which presents the portfolio segment totals at the amortized cost in accordance with our adoption of CECL at June 30, 2020, and at the unpaid principal balance under the incurred loss methodology at December 31, 2019:indicated:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020			December 31, 2019			(Dollars in thousands)	March 31, 2021			December 31, 2020
Nonaccruing loans:	Nonaccruing loans:							Nonaccruing loans:
Commercial and industrial	Commercial and industrial	$	15,381		$	11,031		Commercial and industrial	$	20,637		$	13,816
Owner-occupied commercial	Owner-occupied commercial	4,212			4,060			Owner-occupied commercial	4,024			5,360
Commercial mortgages	Commercial mortgages	1,148			1,626			Commercial mortgages	1,642			17,175

Residential	Residential	3,118			4,490			Residential	3,173			3,247
Consumer	Consumer	2,316			1,715			Consumer	2,316			2,310
Total nonaccruing loans	Total nonaccruing loans	26,175			22,922			Total nonaccruing loans	31,792			41,908
Other real estate owned	Other real estate owned	4,153			2,605			Other real estate owned	2,068			3,061
Restructured loans⁽¹⁾⁽⁶⁾	Restructured loans⁽¹⁾⁽⁶⁾	14,550			14,281			Restructured loans⁽¹⁾⁽⁶⁾	15,684			15,539
Total nonperforming assets	Total nonperforming assets	$	44,878		$	39,808		Total nonperforming assets	$	49,544		$	60,508
Past due loans:	Past due loans:							Past due loans:
Commercial	Commercial	$	2,273		$	2,968		Commercial	$	436		$	5,634
Residential	Residential	175			437			Residential	750			25
Consumer ⁽²⁾	Consumer ⁽²⁾	6,153			12,745			Consumer (2)	6,492			11,035
Total past due loans	Total past due loans	$	8,601		$	16,150		Total past due loans	$	7,678		$	16,694
Ratio of allowance for credit losses to total loans and leases⁽³⁾	Ratio of allowance for credit losses to total loans and leases⁽³⁾	2.45		%	0.56		%	Ratio of allowance for credit losses to total loans and leases(3)	2.36		%	2.51		%

Ratio of nonaccruing loans to total gross loans and leases⁽⁴⁾	Ratio of nonaccruing loans to total gross loans and leases⁽⁴⁾	0.28			0.27			Ratio of nonaccruing loans to total gross loans and leases(4)	0.37			0.46
Ratio of nonperforming assets to total assets	Ratio of nonperforming assets to total assets	0.33			0.32			Ratio of nonperforming assets to total assets	0.34			0.42
Ratio of allowance for credit losses to nonaccruing loans	Ratio of allowance for credit losses to nonaccruing loans	887			208			Ratio of allowance for credit losses to nonaccruing loans	644			546
Ratio of allowance for credit losses to total nonperforming assets⁽⁵⁾	Ratio of allowance for credit losses to total nonperforming assets⁽⁵⁾	517			120			Ratio of allowance for credit losses to total nonperforming assets(5)	413			378

⁽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⁾Represents amortized cost basis for loans, leases and held-to-maturity securities.

⁽⁴⁾Total loans exclude loans held for sale and reverse mortgages.

⁽⁵⁾Excludes acquired impaired loans.

(6)Balance excludes COVID-19 modifications.

Nonperforming assets ~~increased $5.1~~decreased $11.0 million between December 31, ~~2019~~2020 and ~~June 30, 2020.~~March 31, 2021. This ~~increase~~decrease was primarily the result of the ~~move~~payoff of one commercial relationship totaling approximately ~~$7.3~~$15.1 million ~~to non-accrual, partially offset by~~and continued collection ~~efforts, which includes both continued~~activity, including monthly payments and a few modest payoffs. This decrease was partially offset by the move to non-accrual of one commercial relationship totaling approximately $5.6 million (net of a $3.3 million charge-off). The ratio of nonperforming assets to total assets ~~was relatively flat as compared to~~decreased from 0.42% at December 31, ~~2019.~~2020 to 0.34% at March 31, 2021.

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The following table summarizes the changes in nonperforming assets during the periods indicated:


		Six Months Ended June 30,							Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2020		2019		(Dollars in thousands)	2021		2020
Beginning balance	Beginning balance	$	39,808	$	47,675	Beginning balance	$	60,508	$	39,808
Additions	Additions	18,155		40,142		Additions	13,317		6,674
Collections	Collections	(8,171)		(16,637)		Collections	(19,604)		(5,604)
Transfers to accrual	Transfers to accrual	—		(1,120)		Transfers to accrual	(28)		—
Charge-offs	Charge-offs	(4,914)		(14,518)		Charge-offs	(4,649)		(2,733)
Ending balance	Ending balance	$	44,878	$	55,542	Ending balance	$	49,544	$	38,145

The timely identification of problem loans is a key element in our strategy to manage our loan portfolio. Problem loans are all criticized, classified and nonperforming loans and other real estate owned. Timely identification enables us to take appropriate action and accordingly, minimize losses. An asset review system established to monitor the asset quality of our loans and investments in real estate portfolios facilitates the identification of problem assets. In general, this system uses guidelines established by federal regulation.

In response to the COVID-19 pandemic, the CARES Act was enacted to provide certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing and automatic forbearance. During 2020, we put significant effort into evaluating the ~~second quarter~~needs of ~~2020,~~our Customers and offering targeted relief through ~~the date of this Quarterly Report on Form 10-Q, we modified approximately $2.1 billion of loans and leases to provide our customers this monetary relief,~~loan modifications, most of which ~~was~~were short-term in duration. ~~These modified loans are not reflected in our nonperforming assets described above.~~At March 31, 2021 and December 31, 2020, COVID-19 related loan modifications were $110.9 million and $114.8 million, respectively.

Table of Contents

INTEREST RATE SENSITIVITY

Our primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on net interest income and capital, while maximizing the yield/cost spread on our asset/liability structure. WeInterest rates are partly a function of decisions by the Federal Open Market Committee (FOMC) on the target range for the federal funds rate, and these decisions are sometimes difficult to anticipate. In response to the pandemic, in March 2020 the FOMC lowered the range 150 basis points to 0 to 1/4 percent. The FOMC recently indicated that the target range will remain at this level for some time, but the FOMC is not locked into this result. In order to manage the risks associated with changes or possible changes in interest rates, we rely primarily on our asset/liability ~~structure to control interest rate risk.~~structure.

~~The matching of~~Our primary tool for achieving our asset/liability management strategies is to match maturities or repricing periods of interest rate-sensitive assets and liabilities to promote a favorable interest rate spread and mitigate exposure to fluctuations in interest ~~rates is our primary tool for achieving our asset/liability management strategies.~~rates. We regularly review our interest rate sensitivity and adjust the sensitivity within acceptable tolerance ranges. At ~~June 30, 2020,~~March 31, 2021, interest-earning assets exceeded interest-bearing liabilities that mature or reprice within one year (interest-sensitive gap) by ~~$942.9 million.~~$2.0 billion. Our interest-sensitive assets as a percentage of interest-sensitive liabilities within the one-year window was ~~117.92%~~135.63% at ~~June 30, 2020~~March 31, 2021 compared with ~~95.02%~~133.10% at December 31, ~~2019.~~2020. Likewise, the one-year interest-sensitive gap as a percentage of total assets was ~~6.95%~~13.26% at ~~June 30, 2020~~March 31, 2021 compared with ~~(2.06)%~~13.07% at December 31, ~~2019.~~2020.

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk inherent in our lending, investing, and funding activities. To that end, we actively monitor and manage our interest rate risk exposure. One measure, which we are required to perform by federal regulation, measures the impact of an immediate change in interest rates in 100 basis point increments on the economic value of equity ratio. The economic value of the equity ratio is defined as the economic value of the estimated cash flows from assets and liabilities as a percentage of economic value of cash flows from total assets.

~~Table of Contents~~

The following table shows the estimated impact of immediate changes in interest rates on our net interest margin and economic value of equity ratio at the specified levels at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


		June 30, 2020			December 31, 2019				March 31, 2021		December 31, 2020
% Change in Interest Rate (Basis Points)	% 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⁾	% 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	+300	12.3%	17.83%	5.8%	18.97%	+300	22.3%	19.89%	19.7%	19.10%
+200	+200	8.1%	17.32%	4.0%	19.18%	+200	14.7%	19.52%	13.1%	18.69%
+100	+100	3.9%	16.51%	2.0%	19.23%	+100	7.2%	19.08%	6.5%	18.05%
+50	+50	1.9%	15.99%	1.0%	19.14%	+50	3.5%	18.28%	3.2%	17.59%
+25	+25	1.0%	15.70%	0.5%	19.06%	+25	1.7%	18.23%	1.5%	17.32%
—	—	—%	15.41%	—%	18.97%	—	—%	18.15%	—%	17.04%
-25	-25	(0.9)%	15.08%	(0.5)%	18.85%	-25	(1.4)%	17.93%	(1.5)%	16.62%
-50	-50	(1.0)%	14.89%	(0.9)%	18.72%	-50	(2.0)%	17.62%	(2.1)%	16.20%
-100	-100	(1.0)%	14.83%	(2.4)%	18.30%	-100	(3.3)%	16.80%	(2.8)%	15.16%
'-200⁽³⁾	'-200⁽³⁾	NMF	NMF	NMF	NMF	'-200(3)	NMF	NMF	NMF	NMF
-300⁽³⁾	-300⁽³⁾	NMF	NMF	NMF	NMF	-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 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 200 and 300 basis points is not deemed meaningful (NMF) given the low absolute level of interest rates in the periods presented.

We also engage in other business activities that are sensitive to changes in interest rates. For example, mortgage banking revenues and expenses can fluctuate with changing interest rates. These fluctuations are difficult to model and estimate.

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RESULTS OF OPERATIONS

~~Three months ended June 30, 2020:~~ ~~For~~Net income for the three months ended ~~June 30, 2020, there~~March 31, 2021 was ~~a net loss of $7.1~~$65.1 million, compared to ~~net income of $36.2~~$10.9 million for the three months ended ~~June 30, 2019.~~March 31, 2020.

•Net interest income decreased ~~$9.5~~$2.0 million during the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019,~~March 31, 2020, primarily due to a lower interest rate environment and a decrease in purchase accounting accretion, partially offset by ~~the positive impact of~~ PPP income. See “Net Interest Income” for further information.

•Our (recovery of) provision for credit losses for the three months ended ~~June 30, 2020 increased $82.6~~March 31, 2021 decreased $76.8 million compared to the three months ended ~~June 30, 2019,~~March 31, 2020, primarily due to ~~the COVID-19 pandemic~~positive economic outlook from our ACL modeling and ~~its continued impact on the economic forecast used~~improved credit quality metrics reflecting overall declines in our CECL modeling. The main drivers for the increased provision for the three months ended June 30, 2020 were loan migration that occurred during the quarter in several specific portfolios as well as additional deterioration in our economic forecast model.problem assets, nonperforming assets and delinquencies. See ~~“Provision/Allowance~~“Allowance for Credit Losses” for further information.

•Noninterest income for the three months ended ~~June 30, 2020~~March 31, 2021 increased ~~$21.5~~$7.0 million compared to the three months ended ~~June 30, 2019,~~March 31, 2020, primarily due to the ~~gain recognized~~higher revenues generated through our mortgage banking business, trust services and other banking fees in the current period compared to the prior period, partially offset by lower interchange fees from the impact of the Durbin Amendment on the ~~sale~~first quarter of ~~Visa Class B shares.~~2021 results. See “Noninterest ~~(Fee)~~ Income” for further information.

•Noninterest expense ~~decreased $14.4~~increased $7.1 million during the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019, as~~March 31, 2020 due to increases in salaries and benefits, equipment expense and net corporate development and restructuring costs, ~~related to our acquisition of Beneficial decreased by $13.0 million and other operating costs (which includes occupancy, equipment, data processing and operations expenses) decreased by $4.8 million,~~ partially offset by ~~an increase of $3.2 million for unfunded commitment reserves.~~lower other operating expenses. See “Noninterest Expense” for further information.

~~Six~~•Income tax provision for the three months ended ~~June 30, 2020:~~ ~~For the six months ended June 30, 2020, net income was $3.8 million compared to $49.2 million for the six months ended June 30, 2019.~~

•~~Net interest income~~March 31, 2021 increased $23.4 million during the six months ended June 30, 2020 compared to the six months ended June 30, 2019, primarily due to a full six month impact of the Beneficial acquisition in the current period, in addition to the positive impact of PPP loans in the current quarter. See “Net Interest Income” for further information.

•~~Our provision for credit losses for the six months ended June 30, 2020 increased $131.6~~$20.1 million compared to the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, primarily due to the ~~COVID-19 pandemic and its continued impact on the economic forecast used in our CECL modeling. See “Provision/Allowance for Credit Losses” for further information.~~

•Noninterest income for the six months ended June 30, 2020 increased $21.2 million compared to the six months ended June 30, 2019, primarily due to the sale of our Visa Class B shares, as described above, and growth across most of our business lines with the full impact of the Beneficial acquisition during the six months ended June 30, 2020, offset by lower net unrealized gains of $4.2 million on our equity investments during the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. See “Noninterest (Fee) Income” for further information.

•Noninterest expense decreased $23.5 million during the six months ended June 30, 2020 compared to the six months ended June 30, 2019, as net corporate development and restructuring costs related to our acquisition of Beneficial decreased by $42.7 million, partially offset by $9.3 million of higher employee-related costs to support organic and merger-related growth, $5.0$74.7 million increase in other operating costs (which includes occupancy, equipment, data processing and operations expenses, and the contribution to WSFS Community Foundation) and $4.2 million of higher professional fees. See “Noninterest Expense” for further information.pre-tax income.

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Net Interest Income

The following tables provide information concerning the balances, yields and rates on interest-earning assets and interest-bearing liabilities during the periods indicated:


		Three months ended June 30,																							Three months ended March 31,
		2020										2019											2021				2020
(Dollars in thousands)	(Dollars in thousands)	Average Balance		Interest		Yield/ Rate⁽¹⁾		Average Balance		Interest		Yield/ Rate⁽¹⁾		(Dollars in thousands)	Average Balance		Interest		Yield/ Rate(1)		Average Balance		Interest		Yield/ Rate(1)
Assets:	Assets:													Assets:
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Loans:⁽²⁾	Loans:⁽²⁾													Loans:(2)
Commercial real estate loans	Commercial real estate loans	$	2,841,231	$	31,230	4.42	%	$	2,857,091	$	45,458	6.38	%	Commercial real estate loans	$	2,803,378	$	29,191	4.22	%	$	2,808,867	$	34,292	4.91	%
Residential loans	Residential loans	933,854		13,679		5.86		1,102,362		15,359		5.57		Residential loans	734,593		12,864		7.00		992,408		13,541		5.46
Commercial loans and leases	Commercial loans and leases	4,291,301		53,390		5.01		3,571,559		51,798		5.83		Commercial loans and leases	4,138,034		52,620		5.16		3,533,626		55,693		6.35
Consumer loans	Consumer loans	1,124,742		13,065		4.67		1,126,385		15,958		5.68		Consumer loans	1,159,588		12,836		4.49		1,130,223		14,935		5.31
Loans held for sale	Loans held for sale	92,252		896		3.91		37,728		428		4.55		Loans held for sale	161,287		1,341		3.37		69,884		741		4.26
Total loans and leases	Total loans and leases	9,283,380		112,260		4.87		8,695,125		129,001		5.96		Total loans and leases	8,996,880		108,852		4.91		8,535,008		119,202		5.62
Mortgage-backed securities⁽³⁾	Mortgage-backed securities⁽³⁾	2,048,357		12,549		2.45		1,653,582		12,229		2.96		Mortgage-backed securities(3)	2,507,910		10,704		1.71		1,959,637		13,219		2.70
Investment securities⁽³⁾	Investment securities⁽³⁾	130,671		1,009		3.82		146,064		1,030		3.39		Investment securities(3)	336,410		1,449		1.98		131,121		926		3.40
Other interest-earning assets	Other interest-earning assets	220,801		65		0.12		89,145		643		2.89		Other interest-earning assets	1,103,632		276		0.10		76,356		508		2.68
Total interest-earning assets	Total interest-earning assets	11,683,209		$	125,883	4.34	%	10,583,916		$	142,903	5.43	%	Total interest-earning assets	12,944,832		$	121,281	3.81	%	10,702,122		$	133,855	5.04	%
Allowance for credit losses	Allowance for credit losses	(156,576)						(46,719)						Allowance for credit losses	(226,911)						(85,055)
Cash and due from banks	Cash and due from banks	108,463						112,657						Cash and due from banks	114,725						139,836
Cash in non-owned ATMs	Cash in non-owned ATMs	319,154						364,236						Cash in non-owned ATMs	393,964						335,434
Bank-owned life insurance	Bank-owned life insurance	29,965						56,332						Bank-owned life insurance	32,155						30,154
Other noninterest-earning assets	Other noninterest-earning assets	1,036,500						1,052,544						Other noninterest-earning assets	997,444						1,037,033
Total assets	Total assets	$	13,020,715					$	12,122,966					Total assets	$	14,256,209					$	12,159,524
Liabilities and Stockholders’ Equity:	Liabilities and Stockholders’ Equity:													Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
Interest-bearing demand	Interest-bearing demand	$	2,213,369	$	882	0.16	%	$	2,029,361	$	2,163	0.43	%	Interest-bearing demand	$	2,572,325	$	618	0.10	%	$	2,085,229	$	1,897	0.37	%
Money market	Money market	2,262,737		2,311		0.41		1,936,112		4,932		1.02		Money market	2,682,219		854		0.13		2,152,986		4,090		0.76
Savings	Savings	1,681,587		877		0.21		1,657,790		2,009		0.49		Savings	1,830,781		150		0.03		1,574,215		1,744		0.45
Customer time deposits	Customer time deposits	1,242,730		4,954		1.60		1,476,763		5,100		1.39		Customer time deposits	1,117,191		2,377		0.86		1,305,432		5,655		1.74
Total interest-bearing customer deposits	Total interest-bearing customer deposits	7,400,423		9,024		0.49		7,100,026		14,204		0.80		Total interest-bearing customer deposits	8,202,516		3,999		0.20		7,117,862		13,386		0.76
Brokered certificates of deposit		286,655		808		1.13		307,514		1,919		2.50
Brokered deposits														Brokered deposits	136,957		497		1.47		230,423		1,251		2.18
Total interest-bearing deposits	Total interest-bearing deposits	7,687,078		9,832		0.51		7,407,540		16,123		0.87		Total interest-bearing deposits	8,339,473		4,496		0.22		7,348,285		14,637		0.80
Federal Home Loan Bank advances	Federal Home Loan Bank advances	106,694		625		2.36		134,151		806		2.41		Federal Home Loan Bank advances	736		5		2.76		170,058		830		1.96
Trust preferred borrowings	Trust preferred borrowings	67,011		484		2.90		67,011		717		4.29		Trust preferred borrowings	67,011		324		1.96		67,011		586		3.52
Senior debt	Senior debt	98,681		1,180		4.78		98,464		1,180		4.79		Senior debt	246,654		2,266		3.67		98,627		1,179		4.78
Other borrowed funds⁽⁴⁾	Other borrowed funds⁽⁴⁾	25,580		6		0.09		161,903		845		2.09		Other borrowed funds(4)	19,656		5		0.10		148,256		473		1.28
Total interest-bearing liabilities	Total interest-bearing liabilities	7,985,044		$	12,127	0.61	%	7,869,069		$	19,671	1.00	%	Total interest-bearing liabilities	8,673,530		$	7,096	0.33	%	7,832,237		$	17,705	0.91	%
Noninterest-bearing demand deposits	Noninterest-bearing demand deposits	2,882,999						2,126,640						Noninterest-bearing demand deposits	3,490,831						2,166,510
Other noninterest-bearing liabilities	Other noninterest-bearing liabilities	311,697						315,108						Other noninterest-bearing liabilities	322,296						326,185
Stockholders’ equity	Stockholders’ equity	1,842,525						1,812,302						Stockholders’ equity	1,771,822						1,835,501
Noncontrolling interest	Noncontrolling interest	(1,550)						(153)						Noncontrolling interest	(2,270)						(909)
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	13,020,715					$	12,122,966					Total liabilities and stockholders’ equity	$	14,256,209					$	12,159,524
Excess of interest-earning assets over interest-bearing liabilities	Excess of interest-earning assets over interest-bearing liabilities	$	3,698,165					$	2,714,847					Excess of interest-earning assets over interest-bearing liabilities	$	4,271,302					$	2,869,885
Net interest and dividend income	Net interest and dividend income			$	113,756					$	123,232			Net interest and dividend income			$	114,185					$	116,150
Interest rate spread	Interest rate spread					3.73	%					4.43	%	Interest rate spread					3.48	%					4.13	%
Net interest margin	Net interest margin					3.93	%					4.68	%	Net interest margin					3.59	%					4.38	%

⁽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.

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Six months ended June 30,
2020 2019
(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 $ 2,825,049 $ 65,522 4.66 % $ 2,416,011 $ 73,978 6.17 %
Residential loans 963,131 27,219 5.65 817,109 22,958 5.62
Commercial loans and leases 3,912,464 109,084 5.62 3,214,989 91,032 5.72
Consumer loans 1,127,483 28,000 4.99 985,248 27,425 5.61
Loans held for sale 81,068 1,637 4.06 29,153 725 5.01
Total loans and leases 8,909,195 231,462 5.23 7,462,510 216,118 5.85
Mortgage-backed securities⁽³⁾
2,003,997 25,768 2.57 1,545,968 22,695 2.94
Investment securities⁽³⁾
130,896 1,935 3.61 147,587 2,074 3.40
Other interest-earning assets 148,578 573 0.78 84,108 1,593 3.82
Total interest-earning assets 11,192,666 $ 259,738 4.68 % 9,240,173 $ 242,480 5.31 %
Allowance for credit losses (120,816) (43,593)
Cash and due from banks 124,129 110,231
Cash in non-owned ATMs 327,314 395,920
Bank-owned life insurance 30,059 45,754
Other noninterest-earning assets 1,036,767 870,940
Total assets $ 12,590,119 $ 10,619,425
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand $ 2,149,299 $ 2,779 0.26 % $ 1,708,010 $ 3,899 0.46 %
Money market 2,207,861 6,400 0.58 1,792,371 8,771 0.99
Savings 1,627,901 2,621 0.32 1,304,443 2,881 0.45
Customer time deposits 1,274,081 10,610 1.67 1,226,003 8,364 1.38
Total interest-bearing customer deposits 7,259,142 22,410 0.62 6,030,827 23,915 0.80
Brokered certificates of deposit 258,539 2,059 1.60 260,854 3,150 2.44
Total interest-bearing deposits 7,517,681 24,469 0.65 6,291,681 27,065 0.87
Federal Home Loan Bank advances 138,376 1,455 2.11 268,311 3,396 2.55
Trust preferred borrowings 67,011 1,070 3.21 67,011 1,443 4.34
Senior debt 98,654 2,359 4.78 98,437 2,359 4.79
Other borrowed funds⁽⁴⁾
86,918 479 1.11 167,547 1,671 2.01
Total interest-bearing liabilities 7,908,640 $ 29,832 0.76 % 6,892,987 $ 35,934 1.05 %
Noninterest-bearing demand deposits 2,524,755 1,948,594
Other noninterest-bearing liabilities 318,941 288,703
Stockholders’ equity 1,839,013 1,489,241
Noncontrolling interest (1,230) (100)
Total liabilities and stockholders’ equity $ 12,590,119 $ 10,619,425
Excess of interest-earning assets over interest-bearing liabilities $ 3,284,026 $ 2,347,186
Net interest and dividend income $ 229,906 $ 206,546
Interest rate spread 3.92 % 4.26 %
Net interest margin 4.14 % 4.52 %

⁽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.~~

~~Table of Contents~~

~~Three months ended June 30, 2020:~~ During the three months ended ~~June 30, 2020,~~March 31, 2021, net interest income decreased ~~$9.5~~$2.0 million from the three months ended ~~June 30, 2019~~March 31, 2020 primarily due to the lower rate environment and a ~~$3.7~~$2.9 million decrease in purchase accounting accretion, partially offset by ~~$4.8~~$9.4 million of net interest income from PPP loans which included ~~$3.1~~$7.8 million of fee ~~accretion.~~accretion mainly related to loan forgiveness. Net interest margin was ~~3.93%~~3.59% for the ~~second~~first quarter of 2021, a 79 basis point decrease compared to 4.38% for the first quarter of 2020 ~~a 75 basis points decrease compared to 4.68% for the second quarter of 2019 due to the lower interest rate environment, lower purchase accounting accretion, impact of PPP loans and asset mix~~reflecting 39 bps from the significant short-term liquidity increase in customer ~~deposits.~~

~~Six months ended June 30, 2020:~~ ~~During the six months ended June 30, 2020,~~deposits, a 36 bps net ~~interest income increased $23.4 million~~decline from the ~~six months ended June 30, 2019 due to a full six month impact of the Beneficial acquisition in the current year~~lower interest rate environment and ~~the impact of net interest income~~balance sheet mix, and 16 bps from ~~PPP loans described above. Net interest margin was 4.14% for the six months ended June 30, 2020, a 38 basis points decrease compared to 4.52% for the six months ended June 30, 2019 due to higher~~lower purchase accounting accretion, partially offset by a 12 bps increase from the ~~current significantly lower interest rate environment and expected margin compression due to Beneficial's lower-margin balance sheet.~~impact of PPP loans.

~~Provision/~~

Allowance for Credit Losses

During the six months ended June 30, 2020, we adopted the CECL method of accounting for loans and leases, and our held-to-maturity debt securities portfolio, which considers forward-looking information when establishing reserves for credit losses. We maintain the allowance for credit losses at an appropriate level based on our assessment of estimable and expected losses in the loan portfolio. Our allowance for credit losses is based on our historical loss experience that includes the inherent risk of our loans and various other factors including but not limited to, collateral values, trends in asset quality, level of delinquent loans and concentrations. Further, regional and national economic forecasts are considered in our expected credit losses. Our evaluation is based on a review of the portfolio and requires significant, complex and difficult judgments.

~~The~~During the three months ended March 31, 2021, we recorded a recovery of credit losses of $20.2 million, a net change of $76.8 million as compared with the provision for credit losses ~~was $94.8~~of $56.6 million for the three months ended ~~June 30, 2020, an increase of $82.6 million~~March 31, 2020. This improvement reflects the positive economic outlook from ~~the three months ended June 30, 2019. For the six months ended June 30, 2020, the provision for~~our ACL modeling and improved credit ~~losses was $151.4 million, an increase of $131.6 million from the six months ended June 30, 2019. These increases were primarily due to acute deterioration~~quality metrics reflecting overall declines in ~~the economic forecast used in our CECL models related to the COVID-19 pandemic,~~problem assets, nonperforming assets and ~~loan migration that occurred during the quarter in several specific portfolios, mainly in the accommodation and food service industries.~~delinquencies.

The allowance for credit losses ~~increased~~decreased to ~~$232.2~~$204.8 million at ~~June 30, 2020~~March 31, 2021 from ~~$47.6~~$228.8 million at December 31, ~~2019. Of this increase, $35.9 million was due to our adoption of CECL as of January 1,~~ 2020, ~~and $151.4 million was~~primarily due to the ~~additional provision for~~$20.2 million recovery of credit losses during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021, as described above. The ratio of allowance for credit losses to total loans and leases was ~~2.45%~~2.36% at ~~June 30, 2020~~March 31, 2021 and ~~0.56%~~2.51% at December 31, ~~2019.~~2020. During the three months ended March 31, 2021, net charge-offs totaled $3.8 million, compared to $1.0 million during the three months ended March 31, 2020. The ratio of net charge-offs to average gross loans net of unearned income, which excludes loans held for sale and reverse mortgages, was ~~0.06%~~0.18% (annualized) and ~~0.22%~~0.09% at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. ~~The allowance for credit losses was 887% of nonaccruing loans at June 30, 2020, compared to 121% at June 30, 2019.~~

See Note 7 to the unaudited Consolidated Financial Statements and Nonperforming Assets above for further information.

Noninterest ~~(Fee)~~ Income

~~Three months ended June 30, 2020:~~ During the three months ended ~~June 30, 2020,~~March 31, 2021, noninterest ~~(fee)~~ income was ~~$64.4~~$47.8 million, an increase of ~~$21.5~~$7.0 million from ~~$42.9~~$40.8 million during the three months ended ~~June 30, 2019, and~~March 31, 2020. This increase includes ana $5.1 million increase of $21.0 million in the amount of net realized and unrealized gains on equity investments, as described above. Excluding this increase, noninterest income increased $0.5 million primarily due to an increase of $5.6 million in mortgage banking activities ~~partially offset~~due to improved secondary market conditions and increased volume from refinancings resulting from the lower interest rate environment, an increase of $3.3 million in Investment management and fiduciary revenue driven by trust services revenue, and $2.2 million of referral fees related to new PPP loans to be originated in 2021 (known as PPP 2.0) in the current period. Partially offsetting these increases was a ~~$4.4~~$4.6 million decrease in Credit/debit card and ATM income primarily due to a reduction in interchange fees of $2.7 million resulting from the Durbin amendment (effective on July 1, 2020) and a $2.0 million decrease in Cash Connect^® ~~due to~~driven by the ~~impact of a~~ lower interest rate environment ~~and a $1.2 million decrease in traditional banking-related fee income as a result of lower fees due~~compared to the ~~higher average customer balances.~~

~~Six months ended June 30, 2020:~~ During the six months ended June 30, 2020, noninterest (fee) income was $105.2 million, an increase of $21.2 million from $84.0 million during the six months ended June 30, 2019, and includes an increase of $17.9 million in the amount of net realized and unrealized gain on equity investments, as described above. Excluding this increase, noninterest income increased $3.4 million primarily due to an increase of $7.0 million in mortgage banking activities, a $2.5 million increase in securities gains, net, and a $1.4 million increase in fiduciary and investment management income. These increases were partially offset by a $4.5 million decrease in Cash Connect^®, as described above, a $2.5 million decrease in other income, and a $1.0 million decrease in deposit service charges due to lower transaction volume in the current period as a result of the COVID-19 pandemic.prior period.

For further information, see Note 3 to the unaudited Consolidated Financial Statements.

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Noninterest Expense

~~Three months ended June 30, 2020:~~ Noninterest expense for the three months ended ~~June 30, 2020~~March 31, 2021 was ~~$93.4~~$95.6 million, ~~a decrease~~an increase of ~~$14.4~~$7.1 million from ~~$107.8~~$88.5 million for the three months ended ~~June 30, 2019. Excluding~~March 31, 2020. The increase was primarily due to a ~~decrease~~$7.8 million increase in Salaries, benefits and other compensation as a result of ~~$13.0~~higher salaries and incentive compensation due to franchise growth, and a $2.4 million increase inEquipment expense due to higher third-party software expenses related to our ongoing delivery transformation initiatives. We also incurred $0.5 million of higher net corporate development and restructuring costs as compared to the prior period driven by increased costs primarily related to our acquisition of Beneficial, noninterest expense decreased $1.4 million from the three months ended June 30, 2019. This decrease includes $4.8 million of lower operating costs and occupancy costs, including spend on travel and entertainment due to COVID-19,pending Merger with Bryn Mawr. These increases were partially offset by ~~an increases of $3.2~~a $5.8 million decrease in ~~unfunded commitment reserve expense and the COVID-19 and PPP related costs described above.~~

~~Six months ended June 30, 2020:~~ Noninterest expense for the six months ended June 30, 2020 was $181.9 million, a decrease of $23.5 million from $205.4 million for the six months ended June 30, 2019. Excluding a decrease of $42.7 million in net corporate development and restructuring costs related to our acquisition of Beneficial, andOther operating expenses that included a $3.0 million contribution to the WSFS Community Foundation ~~during~~in the ~~first quarter~~prior year.

Table of 2020, noninterest expense increased $16.2 million compared to the six months ended June 30, 2019. This increase was primarily due to a $9.3 million increase in salaries, benefits, and other compensation, a $4.2 million increase in professional fees, and an increase of $3.4 million in unfunded commitment reserve expenseContents

Income Taxes

We and our subsidiaries file a consolidated federal income tax return and separate state income tax returns. Income taxes are accounted for in accordance with ASC 740, Income Taxes, which requires the recording of deferred income taxes for tax consequences of temporary differences. We recorded income tax ~~benefit~~expense of ~~$2.2 million and $1.0~~$21.4 million during the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 compared to income tax expense of ~~$10.1 million and $16.4~~$1.3 million for the same ~~periods~~period in ~~2019.~~2020.

Our effective tax rate was ~~22.3% and (53.4)%~~24.7% for the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 compared to ~~21.9% and 25.1%~~10.9% for the same ~~periods~~period in ~~2019.~~2020. The effective tax rate for the ~~six~~three months ended ~~June 30, 2020 decreased~~March 31, 2021 increased primarily due to ~~nondeductible expenses associated with~~ the acquisition of Beneficial incurred during the first quarter of 2019. Nondeductible acquisition costs of $8.2 million were recognized during the first quarter of 2019, whereas none were incurred in the comparable period in 2020. In addition, we recognized $1.8 million in tax benefits recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2020 related to tax law changes contained in the CARES Act, ~~(see "Recent Regulatory Developments"),~~ related to the ability to carry back certain acquired net operating losses to prior years where the statutory tax rate was higher than the current statutory tax rate. ~~Finally, the~~Further, we incurred $0.4 million of tax ~~benefit~~expense related to ~~stock-based compensation activity~~acquisition costs during the ~~six~~three months ended ~~June 30, 2020 pursuant to ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting, Compensation - Stock Compensation (Topic 718), decreased compared to~~March 31, 2021 whereas none were incurred in the prior year. During the three and six months ended June 30, 2020, a $0.2 million tax expense and a less than $0.1 million tax benefit was recognized, respectively, compared to a tax benefit of $1.2 million and $1.3 million for the same periodscomparable quarter in ~~2019.~~2020.

The effective tax rate reflects the recognition of certain tax benefits in the financial statements including those benefits from tax-exempt interest income, federal low-income housing tax credits, and excess tax benefits from recognized stock compensation. These tax benefits are offset by the tax effect of stock-based compensation expense related to incentive stock options, nondeductible acquisition costs and a provision for state income tax expense.

We frequently analyze our projections of taxable income and make adjustments to our provision for income taxes accordingly.

Contractual Obligations

Our contractual obligations at ~~June 30, 2020~~March 31, 2021 did not significantly change from our contractual obligations at December 31, ~~2019,~~2020, which are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2020.

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RECONCILIATION OF NON-GAAP MEASURE TO GAAP MEASURE

The following table provides a reconciliation of tangible book value per share of common stock to book value per share of common stock, the most directly comparable GAAP financial measure. We believe this measure helps management and investors better understand and assess changes from period to period in stockholders’ equity exclusive of changes in intangible assets. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results.

(Dollars and share amounts in thousands, except per share amounts) June 30, 2020 December 31, 2019
Stockholders’ equity $ 1,823,669 $ 1,850,306
Less: Goodwill and other intangible assets 562,515 568,745
Tangible common equity (numerator) $ 1,261,154 $ 1,281,561
Shares of common stock outstanding (denominator) 50,660 51,567
Book value per share of common stock $ 36.00 $ 35.88
Goodwill and other intangible assets 11.11 11.03
Tangible book value per share of common stock $ 24.89 $ 24.85


(Dollars and share amounts in thousands, except per share amounts)	March 31, 2021		December 31, 2020
Stockholders’ equity of WSFS	$	1,770,641	$	1,791,726
Less: Goodwill and other intangible assets	554,701		557,386
Tangible common equity (numerator)	$	1,215,940	$	1,234,340
Shares of common stock outstanding (denominator)	47,502		47,756
Book value per share of common stock	$	37.27	$	37.52
Goodwill and other intangible assets	11.67		11.67
Tangible book value per share of common stock	$	25.60	$	25.85

CRITICAL ACCOUNTING ESTIMATES

The preparation of the unaudited Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenue and expenses. We regularly evaluate these estimates and assumptions including those ~~used~~related to ~~determine~~ the allowance for credit losses, business combinations, deferred taxes, fair value measurements and goodwill and other intangible assets. We base our estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments on the carrying value of certain assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Although our current estimates contemplate current economic conditions and how we expect them to change in the future, for the remainder of ~~2020,~~2021, it is possible that actual conditions may be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting estimates at ~~June 30, 2020~~March 31, 2021 did not significantly change from our critical accounting estimates at ~~March~~December 31, 2020, ~~and December 31, 2019,~~ which are disclosed in our ~~Quarterly Report on Form 10-Q for the period ended March 31, 2020, and~~ Annual Report on Form 10-K for the year ended December 31, ~~2019, respectively.~~2020.

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RECENT REGULATORY DEVELOPMENTS

Recent regulatory developments at ~~June 30, 2020~~March 31, 2021 did not significantly change from our recent regulatory developments at December 31, ~~2019,~~2020, which are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, except as noted below.

~~Coronavirus Aid, Relief, and Economic Security (CARES) Act~~Paycheck Protection Program (PPP)

On March 27, 2020, the CARES Act was enacted, providing wide ranging economic relief for individuals and businesses impacted by COVID-19. ~~Among other things, the statute created the Paycheck Protection Program (PPP)~~These economic relief initiatives included creating and ~~funded it with $349 billion. The PPP is a stimulus response~~appropriating funds to the ~~potential economic impacts of COVID-19, and its purpose is~~PPP to provide for forgivable loans to smaller businesses that use the proceeds of the loans for payroll and certain other qualifying expenses. The Small Business Administration (SBA) manages and backs the PPP. If a loan is fully forgiven, SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a bank must lookSubsequent legislation appropriated further funds to the ~~borrower~~PPP for ~~repayment~~PPP 2.0 loans and permitted certain PPP borrowers to receive “second draw” loans. Subsequently, the American Rescue Plan Act of ~~unforgiven principal~~2021, enacted on March 11, 2021, expanded the eligibility criteria for both first and ~~interest. If~~second draw PPP loans and revised the ~~borrower defaults,~~exclusions from payroll costs for purposes of loan forgiveness. The PPP Extension Act of 2021, enacted on March 30, 2021, extended the ~~loan is guaranteed by SBA.~~PPP through May 31, 2021.

~~On April 6, 2020,~~In January 2021, WSFS Bank began participating in the PPP ~~We processed~~2.0 by outsourcing the processing and servicing of PPP ~~loan applications until April 16, 2020, when~~2.0 loans to third party providers. In the SBA announced that it had exhausted the $349 billion appropriated in the CARES Act, and stopped accepting PPP applications. On April 24, 2020, the President signed into law the Paycheck Protection Program and Health Care Enhancement Act, which supplemented certain programs established by the CARES Act and provided $310 billion in additional funding for the PPP. During the secondfirst quarter of ~~2020, we provided~~2021, these referrals to third party providers led to nearly ~~$1.0 billion~~$300 million in PPP 2.0 loans to over 1,800 WSFS Customer and non-Customer borrowers and generated $2.2 million of referral fees for ~~more than 5,400 new and existing~~ WSFS ~~Customers.~~Bank. The ~~statute did~~PPP 2.0 loans are not ~~change the PPP loan application deadline of June 30, 2020, set by the CARES Act.~~

We are also providing a number of customer relief programs in our commercial and retail portfolios, such as payment deferrals or interest only payments on loans and leases, disaster assistance, and waiving minimum deposit balance and direct deposit requirements as well as early withdrawal penalties for CDs or IRAs. Additionally, we are offering new lines of credit or increases to existing lines of credit and increased remote deposit limits for those individuals and businesses impacted by COVID-19. During the second quarter of 2020, we have modified approximately $2.1 billion of loans and leases to provide our customers this monetary relief.

~~The CARES Act also provides us with an opportunity to carry back net operating losses (NOLs) arising from 2018, 2019 and 2020 to the prior five tax years. We have such NOLs reflected~~originated on our balance ~~sheet as a portion of~~sheet; however, the resulting deposits from our current tax receivables, which were previously valued at the federal corporate income tax rate of 21%. However, the provisions of the CARES Act provide for NOL carryback claims to be calculated based on a rate of 35%, which was the federal corporate tax rate in effect for the carryback years. Consequently, effective June 30, 2020, we have revalued the benefitCustomers obtaining PPP 2.0 loans from ~~its NOLs to reflect a 35% tax rate.~~other originating lenders affect our financial condition.

Transition from London Inter-Bank Offered Rate (LIBOR)

~~In 2014, a committee~~On March 5, 2021, the United Kingdom Financial Conduct Authority (FCA), which regulates LIBOR, confirmed that the publication of ~~private-market derivative participants~~most LIBOR term rates will end on June 30, 2023 (excluding 1-week U.S. LIBOR and ~~their regulators,~~2-month U.S. LIBOR), the ~~Alternative Reference Rate Committee (ARRC), was convened by~~publication of which will end on December 31, 2021). Additionally, on April 6, 2021, New York Governor Cuomo signed into law legislation that provides for the ~~Federal Reserve to identify~~substitution of an alternative reference ~~interest~~ rate, ~~to replace LIBOR. In June 2017, the ARRC announced~~ the Secured Overnight Funding Rate (SOFR), ~~a broad measure of the cost of borrowing cash overnight collateralized~~in any LIBOR-based contract governed by ~~Treasury securities, as its preferred alternative~~New York state law that does not include clear fallback language, once LIBOR is discontinued. The Federal Reserve and other federal banking agencies have continued to ~~LIBOR. In July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced its intention to stop persuading or compelling~~encourage banks to ~~submit rates for the calculation of~~transition away from LIBOR to the administrator of LIBOR after 2021. In April 2018, the Federal Reserve Bank of New York began to publish SOFR rates on a daily basis, and the ARRC and other institutions continue to take steps to advance SOFR as ~~an alternative benchmark.~~soon as practicable.

Given LIBOR’s extensive use across financial markets, the transition away from LIBOR presents various risks and challenges to financial markets and institutions, including to the Company. The Company’s commercial and consumer businesses issue, trade, and hold various products that are indexed to LIBOR. As of ~~June 30, 2020,~~March 31, 2021, the Company had approximately ~~$1.7~~$2.2 billion of loans and ~~$901.2 million~~$1.0 billion of derivatives that are utilized for customer guarantees, indexed to LIBOR, that mature after 2021. In addition, the Company had approximately $167.0 million of debt securities outstanding that are indexed to LIBOR (either currently or in the future) as of ~~June 30, 2020.~~March 31, 2021. The Company ~~has~~had one investment security totaling $0.5 million, and no repurchase and resale agreements or FHLB advances indexed to LIBOR as of ~~June 30, 2020.~~March 31, 2021. In addition, the Company expects that certain of the loans, derivatives, and debt that it would assume in the Merger will be indexed to LIBOR, and thus would increase the Company's exposure to LIBOR-linked products by approximately $2.4 million.

Due to the uncertainty surrounding the future of LIBOR, ~~it is expected~~alternatives, among other factors, the Company expects that ~~the~~its LIBOR transition will span several reporting periods ~~through, and potentially~~ beyond the end of 2021. A cross-functional team from Finance, Lending, Risk and IT is leading our efforts to monitor this activity and evaluate the related risks and potential process changes arising from the transition from LIBOR. ~~We have~~This team has completed its initial assessment. The Bank intends to continue its focus on originating new loans and derivatives using alternative benchmark rates to LIBOR. Most recently, the floating rate on our ~~initial assessment efforts, including our internal risk assessment procedures,~~$150 million of senior notes issued in 2020 (due 2030), beginning on December 15, 2025, is based on an alternative benchmark rate (which is expected to be the three-month term SOFR). In 2022 and the ~~cross-functional team is working towards~~first two quarters of 2023, the ~~migration of~~Bank will focus on migrating its existing LIBOR-linked contracts, including, if applicable, any products assumed through the Merger, to alternative benchmarks. Our variable or floating rate instruments currently use LIBOR and give us discretion to determine a replacement benchmark rate if LIBOR becomes unavailable, and we are still considering the appropriate transition for our ~~existing contracts and system implementation.~~legacy contracts.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this Item is incorporated herein by reference to the information provided in Item 2 Part I (Interest Rate Sensitivity) of this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

(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, as amended, 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 ~~June 30, 2020,~~March 31, 2021, 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.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is incorporated herein by reference to the information provided in Note 19 – Legal and Other Proceedings to the unaudited Consolidated Financial Statements.

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Item 1A. Risk Factors

There have not been any material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, previously filed with the Securities and Exchange Commission, except noted as below.

~~The novel coronavirus (“COVID-19”) pandemic~~Strategic Risk

Failure of the Merger to be completed, the termination of the Merger Agreement or a significant delay in the consummation of the Merger could negatively impact the Company and Bryn Mawr.

Although we anticipate closing the Merger during the fourth quarter of 2021, the Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Merger. These conditions to the consummation of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by March 9, 2022, either the Company or Bryn Mawr may choose to terminate the Merger Agreement at any time after that date if the failure to consummate the transactions contemplated by the Merger Agreement is not caused by any breach of the Merger Agreement by the party electing to terminate the Merger Agreement. Further, the outcomes of several lawsuits filed by stockholders of the Company and Bryn Mawr against the Company, Bryn Mawr and their respective boards of directors during the second quarter of 2021 are uncertain and could result in significant costs, management distraction, and/or a delay of or injunction against the Merger.

If the Merger is not consummated, the ongoing business, financial condition and results of operations of the Company may be adversely affected and the ~~impact~~market price of ~~actions~~our common stock may decline significantly, particularly to ~~mitigate~~ the ~~spread~~extent that the current market price reflects a market assumption that the Merger will be consummated. If the consummation of the ~~virus could adversely affect~~Merger is delayed, including by the receipt of a competing acquisition proposal, our business, financial condition and results of ~~operations.~~operations may be adversely affected.

Federal, state and local governments have enacted various restrictions in an attempt to limit the spread of COVID-19. Such measures have disrupted economic activity and contributed to job losses and reductions in consumer and business spending. In response to the economic and financial effects of COVID-19, the Federal Reserve Board has sharply reduced interest rates and instituted quantitative easing measures as well as domestic and global capital market support programs. In addition, we have incurred and will incur substantial expenses in connection with the ~~Trump Administration, Congress, various federal agencies~~negotiation and ~~state governments have taken measures to address the economic and social consequences~~completion of the ~~pandemic,~~transactions contemplated by the Merger Agreement. If the Merger is not completed, we would have to recognize these expenses without realizing the expected benefits of the Merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the ~~passage~~diversion of management attention from pursuing other opportunities and the constraints in the Merger Agreement on the ability to make significant changes to our ongoing business during the pendency of the ~~Coronavirus Aid, Relief, and Economic Security Act, or CARES Act.~~

The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance. Beginning April 6, 2020, we began processing loan applications under the Paycheck Protection Program (PPP) created under the CARES Act. All of the federal banking regulatory agenciesMerger, could have encouraged lenders to extend additional loans, and the federal government is considering additional stimulus and support legislation focused on providing aid to various sectors, including small businesses. We are also making a high level of loan modifications under our deferred payment program. The full impact on our lending and other business activities as a result of new government and regulatory policies, programs and guidelines, as well as regulators’ reaction to such activities, remains uncertain.

The continuation of the economic effects of the COVID-19 pandemic have had a destabilizing effect on financial markets, key market indices and overall economic activity. The uncertainty regarding the duration of the pandemic and the resulting economic disruption has caused increased market volatility and has led to an economic recession and a significant decrease in consumer confidence and business generally. The continuation of these conditions (including whether due to a resurgence or a second wave of COVID-19 infections, particularly as the geographic areas in which we operate begin to re-open), as well as the impacts of the CARES Act and other federal and state measures, specifically with respect to loan forbearances, has adversely affected our results of operations and financial condition, and have and can be expected to further adversely impact our businesses and results of operations and the operations of our borrowers, customers and business partners. In particular, these events have had, and/or can be expected to continue to have, the following effects, among other things:

•~~impair the ability of borrowers to repay outstanding loans or other obligations, resulting in increases in delinquencies and modifications to loans;~~

•~~impair the value of collateral securing loans (particularly with respect to real estate);~~

•~~impair the value of our assets, including our securities portfolio, goodwill and intangible assets;~~

•~~require an increase in our allowance for credit losses, particularly in light of our adoption of CECL in the first quarter of 2020;~~

•~~adversely affect the stability of our deposit base or otherwise impair our liquidity;~~

•~~reduce our revenues from fee-based services, including wealth management and the demand for our products and services;~~

•~~negatively impact our self-insurance healthcare costs;~~

•~~create stress on our operations and systems associated with our participation in the PPP as a result of high demand and volume of applications;~~

•result in increased compliance risk as we become subject to new regulatory and other requirements, including new and changing guidance, associated with the PPP and other new programs in which we participate;

•~~impair the ability of loan guarantors to honor commitments;~~

•~~negatively impact our regulatory capital ratios;~~

•negatively impact the productivity and availability of key personnel and other Associates necessary to conduct our business, and of third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the pandemic and related governmental actions; and

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•increase cyber and payment fraud risk and other operational risks, given increased online and remote activity, which may adversely affect the realization of the anticipated benefits of our Delivery Transformation initiative.

Prolonged measures by health or other governmental authorities encouraging or requiring significant restrictions on travel, assembly or other core business practices could further harm our business and those of our customers, in particular our small to medium sized business customers. Although we have business continuity plans and other safeguards in place, there is no assurance that they will be effective.

Our loan portfolio includes loans that are in forbearance but which are not classified as TDRs because they were current at the time forbearance began. When the forbearance periods end, we may be required to classify a substantial portion of these loans as problem loans.

Our results of operations have been adversely affected by the factors described above. For example, in the quarter ended June 30, 2020 these factors caused a substantial increase in our provision for credit losses and the amount of our problem loans. While the ultimate impact of these factors over the longer term is uncertain and we do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole, nor the pace of economic recovery when the COVID-19 pandemic subsides, the decline in economic conditions generally and a prolonged negative impact on small to medium sized businesses, in particular, due to COVID-19 is likely to result in anmaterial adverse effect on our business, financial condition and results of ~~operations in future periods,~~operations.

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Additionally, our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger, and ~~may heighten many~~the market price of our ~~known risks described~~common stock might decline to the extent that the current market price reflects a market assumption that the Merger will be completed. If the Merger Agreement is terminated and we seek another Merger or business combination, you cannot be certain that we will be able to find a party willing to engage in a transaction on more attractive terms than the Merger.

Combining the Company's and Bryn Mawr's businesses may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Merger may not be fully realized.

The success of the Merger will depend on, among other things, the combined company’s ability to combine the businesses of the Company and Bryn Mawr. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.

The Company and Bryn Mawr have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the successful combination of the businesses of the Company and Bryn Mawr. To realize these anticipated benefits and cost savings, after the completion of the Merger, the Company expects to integrate Bryn Mawr’s business into its own. It is possible that the integration process could result in the ~~“Risk Factors” section~~loss of ~~our Annual Report~~key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the Merger. The loss of key employees could have an adverse effect on ~~Form 10-K~~the companies’ financial results and the value of their common stock. In addition, the impacts of the COVID-19 pandemic may make it more costly or more difficult to integrate the businesses of WSFS and Bryn Mawr. If the Company experiences difficulties with the integration process, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Bryn Mawr or the Company to lose current customers or cause current customers to remove their accounts from Bryn Mawr or the Company and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Bryn Mawr and the Company during this transition period and for an undetermined period after consummation of the Merger.

The Company expects to incur substantial expenses related to the Merger.

The Company expects to incur substantial expenses in connection with consummation of the Merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although the Company and Bryn Mawr have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the Merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the Merger. As a result of these expenses, both the Company and Bryn Mawr expect to take charges against their earnings before and after the completion of the Merger. The charges taken in connection with the Merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the Merger Agreement, including the Merger, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations of each party; convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (the Community Reinvestment Act); effectiveness of the parties in combating money laundering activities; and the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the Merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the Merger that are not anticipated or cannot be met. Furthermore, such conditions or changes may constitute a burdensome condition that may allow WSFS to terminate the Merger Agreement and WSFS may exercise its right to terminate the Merger Agreement. If the consummation of the Merger is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each of WSFS and Bryn Mawr may also be adversely affected.

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WSFS will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of WSFS and Bryn Mawr. These uncertainties may impair WSFS’s and Bryn Mawr’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the Merger, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the Merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with WSFS and/or Bryn Mawr to seek to change existing business relationships with WSFS and/or Bryn Mawr or fail to extend an existing relationship with WSFS and/or Bryn Mawr. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the Merger. The pursuit of the Merger and the preparation for the ~~year ended December 31, 2019.~~integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations. In addition, the Merger Agreement restricts each party from taking certain actions without the other party’s consent while the Merger is pending. These restrictions could have a material adverse effect on each party’s business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~fourth~~first quarter of ~~2018,~~2020, the Board of Directors of the Company approved a ~~stock~~new share repurchase program ~~that enables us to~~authorizing the repurchase ~~up to 3,136,978~~of 7,594,977 shares of common stock, ~~after the closing~~or 15% of ~~our acquisition~~its outstanding shares as of ~~Beneficial, which occurred on~~ March ~~1, 2019.~~31, 2020. Under the program, repurchases may be made from time to time in the open market or through negotiated transactions, subject to market conditions and other factors, and in accordance with applicable securities laws. The program is consistent with our intent to return a minimum of 25% of annual net income to stockholders through dividends and share repurchases while maintaining capital ratios in excess of “well-capitalized” regulatory benchmarks.

~~During~~The following table represents information with respect to repurchases of common stock made by the first quarter of 2020, the Board of Directors approved a new share repurchase program authorizing the repurchase of 7,594,977 shares, or 15% of outstanding shares as of March 31, 2020; however, we have temporarily suspended all share repurchases until we have a clearer long-term view on the impact of COVID-19 on the economy and our performance. DuringCompany during the three months ended ~~June 30, 2020, no repurchases of shares of common stock were made under the Company's new share repurchase program.~~March 31, 2021.

⁽¹⁾



Month	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
January 1, 2021 - January 31, 2021	267,309	$	44.97	267,309	4,381,161
February 1, 2021 - February 28, 2021	—	—		—	4,381,161
March 1, 2021 - March 31, 2021	—	—		—	4,381,161
Total	267,309	$	44.97	267,309

All share repurchases were suspended upon the announcement of the Company signing the Merger Agreement with Bryn Mawr and we expect the repurchases will continue to be suspended until the close of the Merger, which is currently anticipated to close early in the fourth quarter of 2021.

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Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit Number						Description of Document
2.1						Agreement and Plan of Merger, dated March 9, 2021, by and between WSFS Financial Corporation and Bryn Mawr Bank Corporation is incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on March 10, 2021*
3.1						Registrant’s Amended and Restated Certificate of Incorporation, as amended 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, 2019.
3.2						Amended and Restated Bylaws of WSFS Financial Corporation is incorporated herein by reference to Exhibit ~~3.2~~3.1 of the Registrant’s Current Report on Form 8-K filed on November 21, 2014.
10.1						WSFS Financial Corporation's 2018 Incentive Plan, as amended on March 23, 2021, is incorporated herein by reference to the Appendix of the Registrant's Definitive Proxy Statement on Schedule 14-A for the 2021 Annual Meeting of Stockholders



31.1						Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 **
104						The cover page of this Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020,~~March 31, 2021, filed with the SEC on ~~August~~May 7, ~~2020,~~2021, is formatted in Inline XBRL.

* Schedules ~~to this exhibit~~ have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ~~The registrant hereby agrees to furnish a~~A copy of any omitted ~~schedules~~schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities ~~and~~ Exchange ~~Commission upon request.~~Act of 1934, as amended, for any document so furnished.

** Submitted as Exhibits 101 to this Quarterly Report on Form 10-Q are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability.

7965

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						WSFS FINANCIAL CORPORATION

Date: ~~August~~May 7, ~~2020~~2021						/s/ Rodger Levenson
						Rodger Levenson
						Chairman, President and Chief Executive Officer
						(Principal Executive Officer)

Date: ~~August~~May 7, ~~2020~~2021						/s/ Dominic C. Canuso
						Dominic C. Canuso
						Executive Vice President and
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

8066


	January 1, 2020
	As reported under ASC 326		Pre-ASC 326 Adoption		Impact of ASC 326 Adoption
(Dollars in thousands)
Assets:
Investment securities, held-to-maturity
State and political subdivisions	$	(8)	$	—	$	(8)

Allowance for credit losses on held-to-maturity debt securities	$	(8)	$	—	$	(8)
Loans and leases
Commercial and industrial⁽¹⁾	(42,596)		(22,849)		(19,747)
Owner-occupied commercial	(3,144)		(4,616)		1,472
Commercial mortgages	(9,114)		(7,452)		(1,662)
Construction	(4,572)		(3,891)		(681)
Residential	(8,903)		(1,381)		(7,522)
Consumer	(15,102)		(7,387)		(7,715)
Allowance for credit losses on loans and leases	$	(83,431)	$	(47,576)	$	(35,855)
Other assets
Deferred tax assets	18,452		9,991		8,461
Liabilities:
Other liabilities
Allowance for credit losses on unfunded lending commitments	(4,513)		(1,547)		(2,966)
Total ASC 326 impact to retained earnings					$	30,368


	December 31, 2019
(Dollars in thousands)	30–89 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⁾	$	6,289		$	2,038		$	8,327		$	2,214,506		$	1,564		$	11,031		$	2,235,428
Owner-occupied commercial	1,498			831			2,329			1,283,320			6,757			4,060			1,296,466
Commercial mortgages	4,999			99			5,098			2,207,582			8,670			1,626			2,222,976
Construction	—			—			—			580,591			491			—			581,082
Residential⁽²⁾	6,733			437			7,170			980,893			7,326			4,490			999,879
Consumer⁽³⁾	13,164			12,745			25,909			1,098,980			2,127			1,715			1,128,731
Total⁽³⁾	$	32,683		$	16,150		$	48,833		$	8,365,872		$	26,935		$	22,922		$	8,464,562
% of Total Loans	0.39		%	0.19		%	0.58		%	98.83		%	0.32		%	0.27		%	100		%


	December 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	$	11,900	$	9,979	$	1,921	$	1,185	$	14,653	$	17,033
Owner-occupied commercial	5,596		3,919		1,677		233		6,083		7,869
Commercial mortgages	4,888		1,753		3,135		65		5,215		4,607
Construction	435		—		435		24		488		1,686
Residential	14,119		8,858		5,261		557		16,721		12,031
Consumer	7,584		5,876		1,708		178		8,444		7,729
Total	$	44,522	$	30,385	$	14,137	$	2,242	$	51,604	$	50,955


	December 31, 2019
	Commercial and Industrial⁽¹⁾		Owner-occupied Commercial		Commercial Mortgages		Construction		Total Commercial⁽²⁾
(Dollars in thousands)									Amount		%
Risk Rating:
Special mention	$	12,287	$	—	$	40,478	$	—	$	52,765
Substandard:
Accrual	78,809		32,679		23,017		—		134,505
Nonaccrual	9,852		4,037		1,626		—		15,515
Doubtful	1,179		23		—		—		1,202
Total Special Mention and Substandard	102,127		36,739		65,121		—		203,987		3	%
Acquired impaired	1,564		6,757		8,670		491		17,482		—	%
Pass	2,131,737		1,252,970		2,149,185		580,591		6,114,483		97	%
Total	$	2,235,428	$	1,296,466	$	2,222,976	$	581,082	$	6,335,952	100	%


	Residential⁽²⁾		Consumer		Total Retail⁽³⁾
	December 31, 2019		December 31, 2019		December 31, 2019
(Dollars in thousands)							Amount		Percent
Nonperforming⁽¹⁾	$	12,858	$	7,374	$	20,232	1	%
Acquired impaired loans	7,326		2,127		9,453		—	%
Performing	979,695		1,119,230		2,098,925		99	%
Total	$	999,879	$	1,128,731	$	2,128,610	100	%


	Amount of (Loss) or Gain Recognized in OCI on Derivative (Effective Portion)						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 June 30,						Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	2020		2019		2020		2019
Interest Rate Products	$	(25)	$	1,007	$	1,560	$	1,637	Interest income
Total	$	(25)	$	1,007	$	1,560	$	1,637

	Amount of Gain or (Loss) Recognized in Income						Amount of Gain or (Loss) Recognized in Income			Location of Gain or (Loss) Recognized in Income
(Dollars in thousands)	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives Not Designated as a Hedging Instrument	2020		2019		2020		2019
Interest Rate Lock Commitments	$	3,178	$	542	$	6,227	$	1,174	Mortgage banking activities, net
Forward Sale Commitments	(2,439)		(487)		(6,484)		$	(721)	Mortgage banking activities, net
Total	$	739	$	55	$	(257)	$	453