WSFS FINANCIAL CORP - FORM 10-Q

WSFS FINANCIAL CORP - FORM 10-Q - August 11, 2014

Attached files

Attached files

Stock widget

Investing forum

WSFS FINANCIAL CORP Reports

Also read

file	filename
EXCEL - IDEA: XBRL DOCUMENT - WSFS FINANCIAL CORP	Financial_Report.xls
EX-32 - EX-32 - WSFS FINANCIAL CORP	d749251dex32.htm
EX-31.1 - EX-31.1 - WSFS FINANCIAL CORP	d749251dex311.htm
EX-31.2 - EX-31.2 - WSFS FINANCIAL CORP	d749251dex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2014

¨	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 0-16668

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)


WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware		19801
(Address of principal executive offices)		(Zip Code)

(302) 792-6000

Registrant’s telephone number, including area code:

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 1, 2014.


Common Stock, par value $.01 per share		8,926,544
(Title of Class)		(Shares Outstanding)

WSFS FINANCIAL CORPORATION

FORM 10-Q

INDEX

PART I. Financial Information


		Page
Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013		3

	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013		4

	Consolidated Statements of Condition as of June 30, 2014 and December 31, 2013		5

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013		6

	Notes to the Consolidated Financial Statements for the Three and Six Months Ended June 30, 2014 and 2013		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		47

Item 4.	Controls and Procedures		48

PART II. Other Information

Item 1.	Legal Proceedings		48

Item 1A.	Risk Factors		48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48

Item 3.	Defaults upon Senior Securities		48

Item 4.	Mine Safety Disclosure		48

Item 5.	Other Information		48

Item 6.	Exhibits		49

Signatures			50

Exhibit 31.1	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2	Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Exhibit 101.INS		Instance Document
Exhibit 101.SCH		Schema Document
Exhibit 101.CAL		Calculation Linkbase Document
Exhibit 101.LAB		Labels Linkbase Document
Exhibit 101.PRE		Presentation Linkbase Document
Exhibit 101.DEF		Definition Linkbase Document

WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(Unaudited)
	(In Thousands, Except Per Share Data)
Interest income:
Interest and fees on loans	$	33,319	$	32,108	$	65,521	$	63,560
Interest on mortgage-backed securities		3,564		3,117		6,813		6,506
Interest on reverse mortgage related assets		1,368		324		2,594		907
Interest and dividends on investment securities		814		311		1,606		453
Other interest income		348		22		664		47

		39,413		35,882		77,198		71,473

Interest expense:
Interest on deposits		1,714		1,821		3,370		3,840
Interest on Federal Home Loan Bank advances		661		451		1,187		894
Interest on federal funds purchased and securities sold under agreements to repurchase		265		245		515		494
Interest on trust preferred borrowings		330		337		656		666
Interest on senior debt		941		944		1,883		1,887
Interest on bonds payable		—		—		15		—
Interest on other borrowings		25		28		51		56

		3,936		3,826		7,677		7,837

Net interest income		35,477		32,056		69,521		63,636
Provision for loan losses		50		1,680		2,680		3,911

Net interest income after provision for loan losses		35,427		30,376		66,841		59,725

Noninterest income:
Credit/debit card and ATM income		6,010		6,189		11,776		11,857
Deposit service charges		4,346		4,216		8,615		8,230
Investment management and fiduciary revenue		4,287		4,059		8,121		7,787
Mortgage banking activities, net		1,025		1,193		1,837		1,930
Loan fee income		556		487		940		982
Security gains, net		365		906		943		2,550
Bank owned life insurance income		143		48		282		88
Other income		2,891		2,441		5,473		4,189

		19,623		19,539		37,987		37,613

Noninterest expenses:
Salaries, benefits and other compensation		18,671		17,455		37,145		35,438
Occupancy expense		3,569		3,401		7,298		6,784
Professional fees		2,345		899		3,695		1,846
Equipment expense		1,860		2,117		3,547		3,946
Data processing and operations expenses		1,531		1,394		3,002		2,743
Loan workout and OREO expenses		716		770		1,255		940
FDIC expenses		692		942		1,345		2,108
Marketing expense		464		608		963		1,125
Other operating expense		5,670		5,566		11,446		10,592

		35,518		33,152		69,696		65,522

Income before taxes		19,532		16,763		35,132		31,816
Income tax provision		6,807		5,855		5,496		11,168

Net income		12,725		10,908		29,636		20,648
Dividends on preferred stock and accretion of discount		—		609		—		1,301

Net income allocable to common stockholders	$	12,725	$	10,299	$	29,636	$	19,347


Earnings per share:
Basic	$	1.43	$	1.17	$	3.33	$	2.20
Diluted	$	1.39	$	1.16	$	3.24	$	2.18

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

WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(Unaudited)
	(In Thousands)

Net Income	$	12,725		$	10,908		$	29,636		$	20,648
Other comprehensive income (loss):
Net change in unrealized gains (losses) on investment securities available-for-sale:

Net Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $5,932, ($11,840), $11,536 and ($14,738), respectively		9,678			(19,316	)		18,824			(24,143	)

Less: reclassification adjustment for net losses (gains) on sales realized in net income, net of tax (benefit) expense of $139, $344, $358 and $969, respectively		(226	)		(562	)		(585	)		(1,581	)

		9,452			(19,878	)		18,239			(25,724	)

Net change in unfunded pension liability:

Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax expense of $36, $0, $36 and $0, respectively		60			—			60			—

Total other comprehensive income (loss)		9,512			(19,878	)		18,299			(25,724	)

Total comprehensive income (loss)	$	22,237		$	(8,970	)	$	47,935		$	(5,076	)

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

WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CONDITION


	June 30, 2014			December 31, 2013
	(Unaudited)
	(In Thousands, Except Per Share Data)
Assets
Cash and due from banks	$	107,169		$	94,734
Cash in non-owned ATMs		367,870			389,360
Interest-bearing deposits in other banks		150			332

Total cash and cash equivalents		475,189			484,426
Investment securities, available-for-sale		841,706			817,115
Loans held-for-sale		35,188			31,491
Loans, net of allowance for loan losses of $41,381 at June 30, 2014 and $41,244 at December 31, 2013		2,993,361			2,904,976
Reverse mortgage related assets		32,543			37,328
Bank-owned life insurance		63,467			63,185
Stock in Federal Home Loan Bank of Pittsburgh, at cost		37,587			35,869
Assets acquired through foreclosure		4,451			4,532
Accrued interest receivable		11,004			10,798
Premises and equipment		33,606			35,178
Goodwill		32,100			32,235
Intangible assets		6,195			6,743
Other assets		46,693			51,887

Total assets	$	4,613,090		$	4,515,763


Liabilities and Stockholders’ Equity

Liabilities:
Deposits:
Noninterest-bearing demand	$	709,186		$	650,256
Interest-bearing demand		643,061			638,403
Money market		748,099			887,715
Savings		401,049			383,731
Time		232,241			236,965
Jumbo certificates of deposit – customer		219,234			221,145

Total customer deposits		2,952,870			3,018,215
Brokered deposits		200,459			168,727

Total deposits		3,153,329			3,186,942
Federal funds purchased and securities sold under agreements to repurchase		86,000			97,000
Federal Home Loan Bank advances		758,400			638,091
Trust preferred borrowings		67,011			67,011
Senior debt		55,000			55,000
Other borrowed funds		18,455			24,739
Reverse mortgage trust bonds payable		—			21,990
Accrued interest payable		2,381			838
Other liabilities		40,559			41,102

Total liabilities		4,181,135			4,132,713


Stockholders’ Equity:
Common stock $0.01 par value, 20,000,000 shares authorized; issued 18,504,996 at June 30, 2014 and 18,476,003 at December 31, 2013		185			185
Capital in excess of par value		181,582			178,477
Accumulated other comprehensive loss		(2,995	)		(21,294	)
Retained earnings		501,463			473,962
Treasury stock at cost, 9,580,569 shares at June 30, 2014 and December 31, 2013		(248,280	)		(248,280	)

Total stockholders’ equity		431,955			383,050

Total liabilities and stockholders’ equity	$	4,613,090		$	4,515,763

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

WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six months ended June 30,
	2014			2013
	(Unaudited)
	(In Thousands)
Operating activities:
Net Income	$	29,636		$	20,648
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		2,680			3,911
Depreciation of premises and equipment		2,982			2,754
Amortization, net		5,098			5,573
Increase in accrued interest receivable		(206	)		(655	)
Decrease in other assets		220			5,178
Origination of loans held-for-sale		(105,844	)		(122,826	)
Proceeds from sales of loans held-for-sale		101,976			122,934
Gain on mortgage banking activities, net		(1,837	)		(1,930	)
Gain on sale of securities, net		(943	)		(2,550	)
Stock-based compensation expense		2,242			1,646
Excess tax benefits from share-based payment arrangements		(478	)		(112	)
Increase in accrued interest payable		1,543			1,573
Decrease in other liabilities		(788	)		(5,351	)
Loss (gain) on sale of assets acquired through foreclosure and valuation adjustments, net		56			(190	)
Deferred income tax (benefit) expense		(5,722	)		1,664
Increase in value of bank-owned life insurance		(282	)		(88	)
Increase in capitalized interest for reverse mortgages, net		(2,785	)		(520	)

Net cash provided by operating activities	$	27,548		$	31,659

Investing activities:
Maturities and Calls of investment securities		2,305			310
Sale of investment securities available-for-sale		141,439			220,331
Purchase of investment securities available-for-sale		(168,454	)		(213,302	)
Repayments of investment securities available-for-sale		27,177			44,422
Repayments on reverse mortgages		8,235			—
Disbursements for reverse mortgages		(665	)		(35	)
Net increase in loans		(93,558	)		(82,146	)
Net increase in stock of Federal Home Loan Bank of Pittsburgh		(1,718	)		(8,167	)
Sales of assets acquired through foreclosure, net		3,222			4,178
Investment in premises and equipment, net		(1,388	)		(1,505	)

Net cash (used for) provided by investing activities	$	(83,405	)	$	(35,914	)

Financing activities:
Net decrease in demand and saving deposits		(65,036	)		(122,920	)
Decrease in time deposits		(6,635	)		(92,226	)
Increase in brokered deposits		31,732			2,117
Increase in loan payable		40			—
Repayment of reverse mortgage trust bonds payable		(21,990	)		—
Receipts from FHLB advances		57,176,960			11,058,000
Repayments of FHLB advances		(57,056,651	)		(11,069,000	)
Receipts from federal funds purchased and securities sold under agreement to repurchase		12,259,350			21,576,204
Repayments of federal funds purchased and securities sold under agreement to repurchase		(12,270,350	)		(21,288,714	)
Dividends paid		(2,141	)		(3,425	)
Issuance of common stock and exercise of common stock options		863			739
Redemption of preferred stock		—			(19,997	)
Excess tax benefits from share-based payment arrangements		478			112

Net cash provided by (used for) financing activities	$	46,620		$	40,890

Increase (decrease) in cash and cash equivalents		(9,237	)		36,635
Cash and cash equivalents at beginning of period		484,426			500,887

Cash and cash equivalents at end of period	$	475,189		$	537,522

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest during the period	$	6,134		$	6,264
Cash paid for income taxes, net		12,231			9,607
Loans transferred to assets acquired through foreclosure		3,196			6,475
Loans transferred to portfolio from HFS		2,169			—
Other comprehensive income (loss)		18,299			(25,724	)
Non-Cash Goodwill Adjustment, Net		135			—

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

WSFS FINANCIAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

1. BASIS OF PRESENTATION

Our Consolidated Financial Statements include the accounts of WSFS Financial Corporation (“the Company”, “our Company”, “we”, “our” or “us”), Wilmington Savings Fund Society, FSB (“WSFS Bank” or the “Bank”) and Cypress Capital Management, LLC (“Cypress”). We also have one unconsolidated affiliate, WSFS Capital Trust III (“the Trust”). WSFS Bank has two fully-owned subsidiaries, WSFS Investment Group, Inc. (“WIG”) and Monarch Entity Services LLC (“Monarch”).

Founded in 1832, the Bank is one of the ten oldest banks continuously operating under the same name in the United States. We provide residential and commercial real estate, commercial and consumer lending services, as well as retail deposit and cash management services. Lending activities are funded primarily with customer deposits and borrowings. In addition, we offer a variety of wealth management and trust services to personal and corporate customers through our Trust and Wealth Management division. The Federal Deposit Insurance Corporation (“FDIC”) insures our customers’ deposits to their legal maximums. We serve our customers primarily from our 52 offices located in Delaware (42), Pennsylvania (8), Virginia (1) and Nevada (1) and through our website at www.wsfsbank.com. Information on our website is not incorporated by reference into this quarterly report.

Amounts subject to significant estimates are items such as the allowance for loan losses and reserves for lending related commitments, goodwill, intangible assets, post-retirement benefit obligations, the fair value of financial instruments, reverse mortgage related assets, income taxes and other-than-temporary impairments (“OTTI”). Among other effects, changes to such estimates could result in future impairments of investment securities, goodwill and intangible assets and establishment of allowances for loan losses and lending related commitments as well as increased post-retirement benefits expense.

Our accounting and reporting policies conform with U.S. generally accepted accounting principles and prevailing practices within the banking industry for interim financial information and Rule 10-01 of the Securities and Exchange Commission (“SEC”) Regulation S-X. Rule 10-01 of Regulation S-X does not require us to include all information and notes that would be required in audited financial statements. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for any future quarters or for the year ending December 31, 2014. For further information, refer to the Consolidated Financial Statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC.

Whenever necessary, reclassifications have been made to prior period Consolidated Financial Statements to conform to the current period’s presentation. All significant intercompany transactions were eliminated in consolidation.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2014, the FASB issued ASU No. 2014-01, “Investments - Equity Method and Joint Ventures (Topic 323) - Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the FASB Emerging Issues Task Force).” The ASU permits an entity to make an accounting policy election to account for its investment in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportionate amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The decision to apply the proportionate amortization method of accounting should be applied consistently to all qualifying affordable housing project investments. A reporting entity that uses the effective yield or other method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply such method to those preexisting investments. The amendments are effective for annual and interim periods beginning after December 15, 2014. The Company does not expect the application of this guidance to have a material impact on the Company’s financial statements.

In January 2014, the FASB issued ASU No. 2014-04, “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the

creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU includes amendments that change the requirements for reporting discontinued operations and disposals of components of an entity. Under the new guidance, only disposals representing a strategic shift that has (or will have) a major effect on the organization’s operations and financial results should be presented as discontinued operations. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. These amendments are effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2014. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The ASU introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its Consolidated Financial Statements.

2. BUSINESS COMBINATIONS

First Wyoming Financial Corporation

On November 25, 2013, the Company announced an Agreement and Plan of Reorganization, with First Wyoming Financial Corporation, the parent company of The First National Bank of Wyoming (“First Wyoming”), pursuant to which First Wyoming Financial Corporation will merge with the company in a cash and stock transaction valued at approximately $64 million. As of December 31, 2013, First Wyoming operated 6 banking offices in Kent County, Delaware with $302.8 million in total assets and $244.5 million in total deposits. This business combination has received required regulatory and stockholder approvals and is expected to close in September 2014.

Array Financial Group, Inc. and Arrow Land Transfer Company Acquisition

On July 31, 2013, WSFS Bank completed the purchase of Array Financial Group, Inc. (Array), a Delaware Valley mortgage banking company, specializing in a variety of residential mortgage and refinancing solutions, and Arrow Land Transfer Company (Arrow), an abstract and title company that is a related entity to Array. All Array and Arrow employees are now WSFS Associates.

These companies were acquired through an asset purchase transaction for the purchase price of $8.0 million (including a $1.4 million payment for the working capital of the two companies), $4.0 million of which can be earned through a five-year earn out based on achieved earnings contribution targets, the fair value of which is $2.6 million at June 30, 2014. Operating results of Array and Arrow are included in the Consolidated Financial Statements since the date of acquisition.

The transaction was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration paid were recorded at their estimated fair values as of the acquisition date. The excess of consideration paid over the fair value of net assets acquired was recorded as goodwill, which will not be amortizable for book purposes, however will be deductible for tax purposes. We allocated the total balance of goodwill to our WSFS Bank segment. We also recognized $2.4 million in intangible assets which will be amortized over 7 years utilizing the straight-line method.

The following table details the effect on goodwill from the changes in the derivative assets and liabilities relating to the loan commitment pipeline at acquisition from the amounts originally reported on the Form 10-K for the year ended December 31, 2013.


(In Thousands)

Goodwill resulting from acquisition of Array and Arrow reported on Form 10-K for the year ended December 31, 2013	$	4,089
Effect of adjustments to:
Other assets		(338	)
Other liabilities		203

Adjusted goodwill resulting from acquisition of Array & Arrow as of June 30, 2014	$	3,954

The fair values listed above are estimates and are subject to adjustment. However, while they are not expected to be materially different than those shown, any material adjustments to the estimates will be reflected retroactively as of the date of the transaction.

3. EARNINGS PER SHARE

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


	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
	(In Thousands, Except Per Share Data)
Numerator:
Net income allocable to common stockholders	$	12,725	$	10,299	$	29,636	$	19,347


Denominator:
Denominator for basic earnings per share - weighted average shares		8,915		8,802		8,910		8,792
Effect of dilutive employee stock options and warrants		228		95		230		89

Denominator for diluted earnings per share - adjusted weighted average shares and assumed exercise		9,143		8,897		9,140		8,881


Earnings per share:
Basic:
Net income allocable to common stockholders	$	1.43	$	1.17	$	3.33	$	2.20

Diluted:
Net income allocable to common stockholders	$	1.39	$	1.16	$	3.24	$	2.18


Outstanding common stock equivalents having no dilutive effect		44		548		44		637

4.	INVESTMENT SECURITIES

The following tables detail the amortized cost and the estimated fair value of our available-for-sale investment securities. None of our investment securities is classified as trading or held-to-maturity.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In Thousands)
Available-for-sale securities:
June 30, 2014:

State and political subdivisions	$	111,256	$	2,484	$	(1,159	)	$	112,581
U.S. Government and government sponsored enterprises (“GSE”)		36,986		55		(20	)		37,021
Collateralized Mortgage Obligation (“CMO”)		163,781		482		(2,185	)		162,078
Federal National Mortgage Association (“FNMA”) Mortgage-Backed Securities (“MBS”)		321,960		735		(3,371	)		319,324
Federal Home Loan Mortgage Corporation MBS (“FHLMC”)		127,454		244		(1,406	)		126,292
Government National Mortgage Association MBS (“GNMA”)		84,436		499		(525	)		84,410

	$	845,873	$	4,499	$	(8,666	)	$	841,706


December 31, 2013
State and political subdivisions	$	105,354	$	257	$	(5,426	)	$	100,185
GSE		32,082		93		(17	)		32,158
CMO		103,064		28		(5,535	)		97,557
FNMA MBS		382,909		20		(15,801	)		367,128
FHLMC MBS		129,460		29		(4,994	)		124,495
GNMA MBS		97,830		743		(2,981	)		95,592

	$	850,699	$	1,170	$	(34,754	)	$	817,115

The scheduled maturities of investment securities available-for-sale at June 30, 2014 and December 31, 2013 were as follows:


	Available-for-Sale
	Amortized Cost		Fair Value
	(In Thousands)
June 30, 2014
Within one year	$	23,178	$	23,224
After one year but within five years		38,821		39,376
After five years but within ten years		235,509		233,595
After ten years		548,365		545,511

	$	845,873	$	841,706

December 31, 2013
Within one year	$	16,319	$	16,378
After one year but within five years		19,761		19,986
After five years but within ten years		229,033		217,911
After ten years		585,586		562,840

	$	850,699	$	817,115

MBS have expected maturities that differ from their contractual maturities. These differences arise because borrowers may have the right to call or prepay obligations with or without a prepayment penalty.

At June 30, 2014, investment securities with market values aggregating $504.7 million were pledged as collateral for retail customer repurchase agreements, municipal deposits, and other obligations. From time to time, investment securities are also pledged as collateral for FHLB borrowings. There were $11.0 million of FHLB pledged investment securities at June 30, 2014.

During the first six months of 2014, we sold $140.9 million of investment securities during the period categorized as available-for-sale for net gains of $943,000 (no losses were incurred). In the first six months of 2013, we sold $220.3 million of investment securities available-for-sale which resulted in net gains of $2.5 million.

As of June 30, 2014, our investment securities portfolio had remaining unamortized premiums of $23.1 million and $220,000 of unaccreted discounts.

The tables below show our investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities were in a continuous unrealized loss position at June 30, 2014 and December 31, 2013.


	Less than 12 months				12 months or longer				Total
June 30, 2014	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(In Thousands)
Available-for-sale
State and political subdivisions	$	5,727	$	19	$	44,075	$	1,140	$	49,802	$	1,159
GSE		10,951		20		—		—		10,951		20
CMO		16,488		23		73,140		2,162		89,628		2,185
FNMA MBS		27,205		234		195,763		3,137		222,968		3,371
FHLMC MBS		3,798		6		96,077		1,400		99,875		1,406
GNMA MBS		—		—		52,020		525		52,020		525

Total temporarily impaired investments	$	64,169	$	302	$	461,075	$	8,364	$	525,244	$	8,666


	Less than 12 months				12 months or longer				Total
December 31, 2013	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(In Thousands)
Available-for-sale
State and political subdivisions	$	83,036	$	5,426	$	—	$	—	$	83,036	$	5,426
GSE		3,972		13		2,001		4		5,973		17
CMO		73,109		4,173		21,590		1,362		94,699		5,535
FNMA MBS		346,266		14,386		17,800		1,415		364,066		15,801
FHLMC MBS		116,732		4,548		7,307		446		124,039		4,994
GNMA MBS		57,076		1,897		18,829		1,084		75,905		2,981

Total temporarily impaired investments	$	680,191	$	30,443	$	67,527	$	4,311	$	747,718	$	34,754

All securities were AAA-rated at the time of purchase and remained at investment grade at both June 30, 2014 and December 31, 2013. All securities were re-evaluated for OTTI at June 30, 2014. The result of this evaluation showed no OTTI during the first six months of 2014. The weighted average duration of MBS was 5.2 years at June 30, 2014.

At June 30, 2014, we owned investment securities totaling $525.2 million in which the amortized cost basis exceeded fair value. Total unrealized losses on those securities were $8.7 million at June 30, 2014. At December 31, 2013, we owned investment securities totaling $747.7 million in which the amortized cost basis exceeded fair value. Total unrealized loss at December 31, 2013 on those securities was $34.8 million. The temporary impairment is the result of changes in market interest rates subsequent to the purchase of the securities. Our investment portfolio is reviewed each quarter for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market. We evaluate our intent and ability to hold securities based upon our investment strategy for the particular type of security and our cash flow needs, liquidity position, capital adequacy and interest rate risk position. In addition, we do not have the intent to sell, nor is it more likely-than-not we will be required to sell these securities before we are able to recover the amortized cost basis.

5. ALLOWANCE FOR LOAN LOSSES AND CREDIT QUALITY INFORMATION

Allowance for Loan Losses

We maintain an allowance for loan losses and charge losses to this allowance when such losses are realized. We established our allowance for loan losses in accordance with guidance provided in the SEC’s Staff Accounting Bulletin 102 (“SAB 102”). The determination of the allowance for loan losses requires significant judgment reflecting our best estimate of impairment related to specifically identified impaired loans, as well as probable loan losses in the remaining loan portfolio. Our evaluation is based upon a continuing review of these portfolios. The following are included in our allowance for loan losses:

•

Specific reserves for impaired loans

•

Allowances for pools of homogenous loans based on historical net loss experience

•

Adjustments for qualitative and environmental factors allocated to pools of homogenous loans

•

Allowance for model estimation and complexity risk

Specific reserves are established for impaired loans where we have identified significant conditions or circumstances related to specific credits that indicate losses are probable. Unless loans are well-secured and collection is imminent, all loans that are 90 days past due are deemed impaired. Reserves for impaired loans are generally charged-off within 90 days of impairment recognition. Estimated losses are based on collateral values, estimates of future cash flows or market valuations. During the six months ended June 30, 2014, net charge-offs totaled $2.5 million or 0.17% of average loans annualized, compared to $6.3 million, or 0.45%, of average loans during the six months ended June 30, 2013. We charge loans off when they are deemed to be uncollectible.

Allowances for pooled homogeneous loans, that are not deemed impaired, are based on historical net loss experience. Estimated losses for pooled portfolios are determined differently for commercial loan pools and retail loan pools. Commercial loans are pooled into the following segments: Business Loans (Commercial and Industrial Loans), Commercial Real Estate — Owner-Occupied, Commercial Real Estate – Investor, and Construction Loans. Each pool is further segmented by internally assessed risk ratings. Loan losses for commercial loans are estimated by determining the probability of default and expected loss severity upon default. Probability of default is calculated based on the historical rate of migration to impaired status during the last 16 quarters. Loss severity is calculated as the actual loan losses (net of recoveries) on impaired loans in the respective pool during the same time frame. Retail loans are pooled into the following segments: residential mortgage loans, home equity secured loans, and all other consumer loans. Pooled reserves for retail loans are calculated based solely on the previous three year average net loss rate.

Qualitative and environmental adjustment factors are taken into consideration when determining the above reserve estimates or core reserves. These adjustment factors are based upon our evaluation of various current internal and external conditions and are allocated among loan types and take into consideration the following:

•

Assessment of current underwriting policies, staff, and portfolio mix

•

Internal trends of delinquency, nonaccrual and criticized loans by segment

•

Assessment of risk rating accuracy, control and regulatory assessments/environment

•

General economic conditions — locally and nationally

•

Market trends impacting collateral values

•

Competitive environment as it could impact loan structure and underwriting

The above factors are based on their relative standing compared to the period which historic losses are used in core reserve estimates and current directional trends. Each individual qualitative and environmental factor in our model can add or subtract to core reserves. During the quarter ended June 30, 2014 the allowance methodology was updated to reflect a loss emergence period (“LEP”) of nine quarters based on the generally improving economic conditions. Industry and historical data indicates that the LEP lengthens in an improving economy as the length of time between an adverse financial event and subsequent loss is extended. In addition, a 10 basis point consideration was given to the C&I loan portfolio due to the assessment of qualitative factors on three lending relationships.

The final component of the allowance is a reserve for model estimation and complexity risk. The calculation of reserves is generally quantitative; however, qualitative estimates of valuations and risk assessment are necessary. We review the qualitative estimates of valuation factors quarterly and management uses its judgement to make adjustments based on current trends.

Our loan officers and risk managers meet at least quarterly to discuss and review the conditions and risks associated with individual problem loans. In addition, various regulatory agencies and loan review consultants periodically review our loan ratings and allowance for loan losses.

The following tables provide the activity of our allowance for loan losses and loan balances for the three and six months ended June 30, 2014 and 2013:


	Commercial			Owner - Occupied Commercial			Commercial Mortgages			Construction			Residential			Consumer			Estimation/ Complexity Risk (1)		Total
	(in thousands)
Three months ended June 30, 2014
Allowance for loan losses
Beginning balance	$	12,404		$	8,789		$	7,363		$	2,716		$	2,765		$	6,249		$	1,042	$	41,328
Charge-offs		(382	)		(124	)		—			—			(163	)		(490	)		—		(1,159	)
Recoveries		483			161			2			177			25			314			—		1,162
Provision (credit)		841			(840	)		252			(574	)		132			226			13		50

Ending balance	$	13,346		$	7,986		$	7,617		$	2,319		$	2,759		$	6,299		$	1,055	$	41,381


Six months ended June 30, 2014
Allowance for loan losses
Beginning balance	$	12,751		$	7,638		$	6,932		$	3,326		$	3,078		$	6,494		$	1,025	$	41,244
Charge-offs		(1,495	)		(321	)		(160	)		(88	)		(527	)		(1,723	)		—		(4,314	)
Recoveries		807			167			39			184			43			531			—		1,771
Provision (credit)		1,283			502			806			(1,103	)		165			997			30		2,680

Ending balance	$	13,346		$	7,986		$	7,617		$	2,319		$	2,759		$	6,299		$	1,055	$	41,381


Period-end allowance allocated to:
Loans individually evaluated for impairment	$	1,881		$	1,157		$	307		$	—		$	872		$	184		$	—	$	4,401
Loans collectively evaluated for impairment		11,465			6,829			7,310			2,319			1,887			6,115			1,055		36,980

Ending balance	$	13,346		$	7,986		$	7,617		$	2,319		$	2,759		$	6,299		$	1,055	$	41,381


Period-end loan balances evaluated for:
Loans individually evaluated for impairment	$	4,109		$	4,928		$	13,483		$	—		$	17,743		$	5,577		$	—	$	45,840	(2)
Loans collectively evaluated for impairment		853,245			773,329			749,607			119,333			193,180			306,943			—	$	2,995,637

Ending balance	$	857,354		$	778,257		$	763,090		$	119,333		$	210,923		$	312,520		$	—	$	3,041,477	(3)


	Commercial			Owner - Occupied Commercial			Commercial Mortgages			Construction			Residential			Consumer			Estimation/ Complexity Risk (1)			Total
	(in thousands)
Three months ended June 30, 2013
Allowance for loan losses
Beginning balance	$	12,768		$	6,338		$	7,193		$	6,785		$	3,281		$	5,741		$	842		$	42,948
Charge-offs		(883	)		(36	)		(24	)		(1,321	)		(255	)		(1,516	)		—			(4,035	)
Recoveries		401			33			106			70			23			268			—			901
Provision (credit)		681			1,714			(930	)		(1,582	)		181			1,644			(28	)		1,680

Ending balance	$	12,967		$	8,049		$	6,345		$	3,952		$	3,230		$	6,137		$	814		$	41,494


Six months ended June 30, 2013
Allowance for loan losses
Beginning balance	$	13,663		$	6,108		$	8,079		$	6,456		$	3,124		$	5,631		$	861		$	43,922
Charge-offs		(1,139	)		(37	)		(1,721	)		(1,340	)		(695	)		(2,810	)		—			(7,742	)
Recoveries		627			45			109			85			41			496			—			1,403
Provision (credit)		(184	)		1,933			(122	)		(1,249	)		760			2,820			(47	)		3,911

Ending balance	$	12,967		$	8,049		$	6,345		$	3,952		$	3,230		$	6,137		$	814		$	41,494


Period-end allowance allocated to:
Loans individually evaluated for impairment	$	2,171		$	977		$	1,995		$	—		$	1,006		$	12		$	—		$	6,161
Loans collectively evaluated for impairment		10,796			7,072			4,350			3,952			2,224			6,125			814			35,333

Ending balance	$	12,967		$	8,049		$	6,345		$	3,952		$	3,230		$	6,137		$	814		$	41,494


Period-end loan balances evaluated for:
Loans individually evaluated for impairment	$	6,048		$	12,681		$	10,791		$	646		$	16,961		$	4,925		$	—		$	52,052	(2)
Loans collectively evaluated for impairment		733,581			755,261			677,442			124,892			216,755			280,314			—			2,788,245

Ending balance	$	739,629		$	767,942		$	688,233		$	125,538		$	233,716		$	285,239		$	—		$	2,840,297	(3)

(1)	Represents the portion of the allowance for loan losses established to account for the inherent complexity and uncertainty of estimates.

(2)	The difference between this amount and nonaccruing loans at June 30, 2014, represents accruing troubled debt restructured (“TDR”) loans which are considered to be impaired loans.

(3)	Ending loan balances do not include deferred costs.

Nonaccrual and Past Due Loans

The following tables show our nonaccrual and past due loans at the dates indicated:


June 30, 2014 (In Thousands)	30–59 Days Past Due and Still Accruing			60–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans			Total Loans

Commercial	$	560		$	—		$	—		$	560		$	853,283		$	3,511		$	857,354
Owner-Occupied commercial		1,953			—			—			1,953			771,376			4,928			778,257
Commercial mortgages		—			—			—			—			749,699			13,391			763,090
Construction		—			—			—			—			119,333			—			119,333
Residential		2,395			41			—			2,436			200,002			8,485			210,923
Consumer		616			134			—			750			308,024			3,746			312,520


Total	$	5,524		$	175		$	—		$	5,699		$	3,001,717		$	34,061		$	3,041,477

% of Total Loans		0.18	%		0.01	%		—	%		0.19	%		98.69	%		1.12	%		100	%


December 31, 2013 (In Thousands)	30–59 Days Past Due and Still Accruing			60–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans			Total Loans
Commercial	$	1,447		$	—		$	—		$	1,447		$	805,132		$	4,303		$	810,882
Owner-Occupied commercial		538			—			—			538			780,625			5,197			786,360
Commercial mortgages		83			1,049			—			1,132			715,496			8,565			725,193
Construction		—			—			—			—			104,916			1,158			106,074
Residential		1,952			1,348			533			3,833			209,255			8,432			221,520
Consumer		1,095			177			—			1,272			297,669			3,293			302,234


Total	$	5,115		$	2,574		$	533		$	8,222		$	2,913,093		$	30,948		$	2,952,263

% of Total Loans		0.17	%		0.09	%		0.02	%		0.28	%		98.67	%		1.05	%		100	%

Impaired Loans

The following tables provide an analysis of our impaired loans at June 30, 2014 and December 31, 2013:

June 30, 2014

(In Thousands)

Ending
Loan
Balances

Loans with
No Specific
Reserve (1)

Loans with
Specific
Reserve

Related
Specific
Reserve

Contractual
Principal
Balances

Average
Loan
Balances

Commercial

4,109

1,592

2,517

1,881

5,131

5,115

Owner-Occupied commercial

4,928

2,615

2,313

1,157

5,718

8,338

Commercial mortgages

13,483

8,210

5,273

307

18,268

11,523

Construction

—

630

Residential

17,743

10,090

7,653

872

20,220

17,666

Consumer

5,577

4,399

1,178

184

6,348

5,170

Total

45,840

26,906

18,934

4,401

55,685

48,442


December 31, 2013 (In Thousands)	Ending Loan Balances		Loans with No Specific Reserve (1)		Loans with Specific Reserve		Related Specific Reserve		Contractual Principal Balances		Average Loan Balances
Commercial	$	5,003	$	2,362	$	2,641	$	1,781	$	13,013	$	5,347
Owner-Occupied commercial		5,197		5,184		12		12		8,293		11,542
Commercial mortgages		8,661		2,784		5,877		1,987		16,566		10,444
Construction		1,158		1,158		—		—		1,563		968
Residential		17,852		9,750		8,103		989		20,153		18,047
Consumer		5,411		4,767		644		134		6,056		5,455


Total	$	43,282	$	26,005	$	17,277	$	4,903	$	65,644	$	51,803

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

Interest income of $393,000 and $747,000 was recognized on impaired loans during the three and six months ended June 30, 2014, respectively. Interest income of $235,000 and $473,000 was recognized on impaired loans during the three and six months ended June 30, 2013, respectively.

Credit Quality Indicators

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

Pass. These borrowers presently show no current or potential problems and their loans are considered fully collectible.

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

Substandard. Borrowers have well-defined weaknesses that require extensive oversight by management. Borrowers in this category may exhibit one or more of the following: inadequate debt service coverage, unprofitable operations, insufficient liquidity, high leverage, and weak or inadequate capitalization. Relationships in this category are not adequately protected by the sound financial worth and paying capacity of the obligor or the collateral pledged on the loan, if any. The distinct possibility exists that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Borrowers have well-defined weaknesses inherent in the Substandard category with the added characteristic that the possibility of loss is extremely high. Current circumstances in the credit relationship make collection or liquidation in full highly questionable. A doubtful asset has some pending event that may strengthen the asset that defers the loss classification. Such impending events include: perfecting liens on additional collateral, obtaining collateral valuations, an acquisition or liquidation preceding, proposed merger, or refinancing plan.

Loss. Borrowers are uncollectible or of such negligible value that continuance as a bankable asset is not supportable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical to defer writing off this asset even though partial recovery may be recognized sometime in the future.

Residential and Consumer Loans

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

The following tables provide an analysis of loans by credit risk profile using internally assigned risk ratings, as of June 30, 2014 and December 31, 2013


	Commercial				Owner-Occupied Commercial				Commercial Mortgages				Construction				Total Commercial
																	June 30, 2014					December 31, 2013
(in thousands)	June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		June 30, 2014					December 31, 2013
(in thousands)	June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		Amount		%			Amount		%
Risk Rating:
Special mention Substandard:	$	10,037	$	12,566	$	7,186	$	4,747	$	9,249	$	2,092	$	300	$	226	$	26,772				$	19,631
Accrual		63,462		56,806		45,524		45,181		13,881		8,146		2,130		3,599		124,997					113,732
Nonaccrual		1,592		2,362		2,615		5,185		8,210		2,784		—		1,158		12,417					11,489
Doubtful / Nonaccrual		2,517		2,641		2,313		12		5,273		5,877		—		—		10,103					8,530

Total Special Mention, Substandard and Doubtful		77,608		74,375		57,638		55,125		36,613		18,899		2,430		4,983		174,289		7	%		153,382		6	%
Pass		779,746		736,507		720,619		731,235		726,477		706,294		116,903		101,091		2,343,745		93	%		2,275,127		94

Total Commercial Loans	$	857,354	$	810,882	$	778,257	$	786,360	$	763,090	$	725,193	$	119,333	$	106,074	$	2,518,034		100	%	$	2,428,509		100	%

Consumer credit exposure credit risk profile based on payment activity:


	Residential				Consumer				Total Residential and Consumer
	June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		June 30, 2014					December 31, 2013
(in thousands)	June 30, 2014		Dec. 31 2013		June 30, 2014		Dec. 31 2013		Amount		Percent			Amount		Percent

Nonperforming (1)	$	17,743	$	17,852	$	5,577	$	5,411	$	23,320		4	%	$	23,263		4	%
Performing		193,180		203,668		306,943		296,823		500,123		96	%		500,491		96

Total	$	210,923	$	221,520	$	312,520	$	302,234	$	523,443		100	%	$	523,754		100	%

(1)	Includes $11.1 million as of June 30, 2014 and $11.5 million as of December 31, 2013 of troubled debt restructured mortgages and home equity installment loans that are performing in accordance with modified terms and are accruing interest.

Troubled Debt Restructurings (TDR)

The balance of TDRs at June 30, 2014 and December 31, 2013 was $26.2 million and $27.6 million, respectively. The balance at June 30, 2014 included approximately $14.4 million in nonaccrual status and $11.8 million in accrual status compared to $15.3 million in nonaccrual status and $12.3 million in accrual status at December 31, 2013. Approximately $2.3 million and $4.1million in related reserves have been established for these loans at June 30, 2014 and December 31, 2013, respectively.

A modification is classified as a TDR if both of the following exist: (1) the borrower is experiencing financial difficulty and (2) the Bank has granted a concession to the borrower. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty. Concessions may include the reduction of an interest rate at a rate lower than current market rate for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty and whether a concession has been granted is subjective in nature and management’s judgment is required when determining whether a modification is a TDR.

During the six months ended June 30, 2014, the terms of 13 loans were modified in TDRs, Comprising of one commercial loan with the remaining being residential and consumer loans. Our concessions on restructured loans consisted mainly of forbearance agreements, reduction in interest rates or extensions of maturities. Principal balances are generally not forgiven by us 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, typically six months.

The following table presents loans identified as TDRs during the six months ended June 30, 2014 and 2013:


(In Thousands)	Three Months Ended June 30, 2014		Three Months Ended June 30, 2013		Six Months Ended June 30, 2014		Six Months Ended June 30, 2013

Commercial	$	121	$	24	$	121	$	24
Commercial mortgages		—		826		—		1,061
Residential		1,565		173		1,844		599
Consumer		152		44		515		717


Total	$	1,838	$	1,067	$	2,480	$	2,401

The TDRs set forth in the table above increased our allowance for loan losses by $130,000 through allocation of a related reserve, and resulted in charge-offs of $41,000 during the six months ended June 30, 2014, compared a $28,000 increase and charge-offs of $363,000 for the same period in 2013.

6. REVERSE MORTGAGE AND RELATED ASSETS

Reverse mortgage related assets include reverse mortgage loans as of June 30, 2014. In addition, prior to the clean-up call discussed below, the SASCO 2002-RM’s Class “O” certificates and the BBB-rated tranche of this reverse mortgage security were also included.

Reverse mortgage loans are contracts in which a homeowner borrows against the equity in his/her home and receives cash in one lump sum payment, a line of credit, fixed monthly payments for either a specific term or for as long as the homeowner lives in the home, or a combination of these options. Since reverse mortgages are nonrecourse obligations, the loan repayments are generally limited to the sale proceeds of the borrower’s residence and the mortgage balance consists of cash advanced, interest compounded over the life of the loan and some may include a premium which represents a portion of the shared appreciation in the home’s value, if any, or a percentage of the value of the residence.

In July 2011, we purchased 100% of SASCO 2002-RM1’s Class “O” certificates, representing equity ownership of a reverse mortgage securitization trust, for $2.5 million. This securitization was created in 2002 through the purchase of reverse mortgage loans owned by us, as well as an additional lender. As part of this securitization we retained the BBB rated tranche of this securitization and held this instrument as a trading asset.

During the third quarter of 2013, we obtained the right to execute a clean-up call on the underlying collateral. This event triggered us to consolidate the assets and liabilities of the securitization trust, SASCO 2002 RM-1, on our Consolidated Statement of Condition in accordance with ASC 810, Consolidation. As a result of consolidation of the reverse mortgage trust during the third quarter of 2013, a deferred tax asset (“DTA”) was recorded at that time. However, because the reverse mortgage trust was not able to be consolidated for income tax purposes, a full valuation allowance was also recorded at that time on the DTA due to the uncertainty of realizing this benefit. On January 27, 2014, WSFS completed the legal call of the reverse mortgage trust bonds and the redemption of the trust’s preferred stockholders, eliminating this uncertainty since the reverse mortgage trust’s assets have now been combined with the Bank’s for tax purposes. As a result, WSFS removed the valuation allowance, and recorded a tax benefit of approximately $6.7 million during the first quarter 2014.

Our existing investment in reverse mortgages has been combined with the consolidated reverse mortgage loans for a total of $32.5 million at June 30, 2014. The average age of the borrowers is 92 years old and there is currently significant overcollateralization in the portfolio, as the realizable collateral value (the lower of collectible principal and interest, or appraised value and annual broker price opinion of the home) of $55.5 million well exceeds the outstanding book balance at June 30, 2014.

The carrying value of the reverse mortgages is calculated by a model that uses the income approach as described in ASC 820-10-35-32. The model is a present value cash flow model, consistent with ASC 820-10-55-5 which describes the components of a present value measurement. The model incorporates the projected cash flows of the loans (includes payouts and collections) and then discounts these cash flows using the effective yield required on the life of the portfolio to reduce the net investment to zero at the time the final reverse mortgage contract is liquidated. The inputs to the model reflect our expectations of what other market participants would use in pricing this asset in a current transaction and therefore is consistent with ASC 820 that requires an exit price methodology for determining fair value.

To determine the carrying value of these reverse mortgages as of June 30, 2014, we used a proprietary model and actual cash flow information to estimate future cash flows. There are three main drivers of cash flows 1) move-out rates, 2) house price appreciation HPA forecasts and 3) internal rate of return.

Move-out rates – The projections incorporate actuarial estimates of contract termination using mortality tables published by the Office of the Actuary of the United States Bureau of Census, adjusted for expected prepayments and relocations.

House Price Appreciation – Consistent with other reverse mortgage analyses from various market sources, we forecast a 2.5% increase in housing prices during 2014 and a 2.0% increase in the following year and thereafter. We believe this forecast continues to be appropriate given the nature of reverse mortgage collateral and historical under-performance to the broad housing market.

Internal Rate of Return – As of June 30, 2014, the internal rate of return (IRR) of 15.55% was the effective yield required on the life of the portfolio to reduce the net investment to zero at the time the final reverse mortgage contract is liquidated.

As of June 30, 2014, the Company’s actuarially estimated cash payments to reverse mortgagors are as follows:


(in thousands)
Year Ending
Remaining in 2014	$	416
2015		749
2016		599
2017		473
2018		371
Years 2019 - 2023		894
Years 2024 - 2028		198
Years 2029 - 2033		33
Thereafter		4

Total (1)	$	3,737

(1)	This table does not take into consideration cash inflow including payments from mortgagors or payoffs based on contractual terms. These figures are stated values not discounted values.

The amount of the contract value that would be forfeited if the Company were not to make cash payments to reverse mortgagors in the future is $6.9 million.

The future cash flows depend on the HPA assumptions. If the future changes in collateral value were assumed to be zero, income would decrease by $344,000 for the quarter ended June 30, 2014 with an IRR of 14.21%. If the future changes in collateral value were assumed to be reduced by 1%, income would decrease by $193,000 with an IRR of 14.80%.

The net present value of the projected cash flow depends on the IRR used. If the IRR increased by 1%, the net present value would increase by $293,000. If the IRR decreased by 1%, the net present value would decrease by $291,000.

7. GOODWILL AND INTANGIBLES

In accordance with FASB ASC 805, Business Combinations, and FASB ASC 350, Intangibles—Goodwill and Other, all assets and liabilities acquired in purchase acquisitions, including goodwill, indefinite-lived intangibles and other intangibles are recorded at fair value.

During the six months ended June 30, 2014 we determined there were no events or other indicators of impairment as it relates to goodwill or other intangibles.

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


(In Thousands)	WSFS Bank			Cash Connect		Trust & Wealth Management		Consolidated Company

December 31, 2013	$	27,101		$	—	$	5,134	$	32,235
Changes in goodwill		(135	)		—		—		(135	)

June 30, 2014	$	26,966		$	—	$	5,134	$	32,100

FASB ASC 350 also 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 other intangible assets:


	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets
	(In Thousands)
June 30, 2014
Core deposits	$	4,370	$	(2,878	)	$	1,492
Other		6,669		(1,967	)		4,702

Total other intangible assets	$	11,039	$	(4,845	)	$	6,194


December 31, 2013
Core deposits	$	4,370	$	(2,605	)	$	1,765
Other		6,625		(1,647	)		4,978

Total other intangible assets	$	10,995	$	(4,252	)	$	6,743

Core deposits are amortized over their expected lives using the present value of the benefit of the core deposits and straight-line methods of amortization. During the six months ended June 30, 2014, we recognized amortization expense on other intangible assets of $547,000.

The following presents the estimated amortization expense of intangibles:


(In Thousands)	Amortization of Intangibles
Remaining in 2014	$	555
2015		1,146
2016		889
2017		742
2018		722
Thereafter		2,140

Total	$	6,194

8.	ASSOCIATE (EMPLOYEE) BENEFIT PLANS

Postretirement Benefits

We share certain costs of providing health and life insurance benefits to eligible retired Associates and their eligible dependents. Previously, all Associates were eligible for these benefits if they reached normal retirement age while working for us. Effective March 31, 2014, we changed the eligibility of this plan to include only those Associates who have achieved ten years of service with us as of March 31, 2014. The change will impact our net periodic benefit cost; however, this impact was partially offset by a change in the assumptions used to determine these costs (discount rate of 4.5% compared to 4% at December 31, 2013).

We account for our obligations under the provisions of FASB ASC 715, Compensation – Retirement Benefits (“ASC 715”). ASC 715 requires the costs of these benefits be recognized over an Associate’s active working career. Disclosures are in accordance with ASC 715.

The following disclosures of the net periodic benefit cost components of postretirement benefits were measured at January 1, 2014 and 2013:


	Three months ended June 30,					Six months ended June 30,
	2014			2013		2014			2013
(In Thousands)
Service cost	$	10		$	86	$	98		$	172
Interest cost		42			44		98			88
Prior service cost amortization		(30	)		—		(30	)		—
Net loss recognition		30			20		44			40


Net periodic benefit cost	$	52		$	150	$	210		$	300

9. TAXES ON INCOME

We account for income taxes in accordance with FASB ASC 740, Income Taxes (“ASC 740”) (Formerly SFAS No. 109, Accounting for Income Taxes and FASB Interpretation No. 48, Accounting for Uncertainty In Income Taxes, an Interpretation of FASB Statement 109). 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. We exercise 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 upon changes in business factors and the 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.

As a result of the consolidation for accounting purposes of the SASCO reverse mortgage securitization trust during 2013, a deferred tax asset (“DTA”) of approximately $4.9 million was recorded. In addition we recorded a $1.8 million deferred tax liability associated with our original investment in SASCO. However, because SASCO was not consolidated for income tax purposes, a full valuation allowance was also recorded on this DTA due to the uncertainty of its realization, as realization is dependent on future taxable income. On January 27, 2014 the separate company SASCO tax structure was eliminated, which permits consolidation within the Bank’s tax return filings on a prospective basis. At this date, the uncertainty surrounding the realization of the DTA was eliminated. Accordingly, we removed the $4.9 million valuation allowance and eliminated the $1.8 million deferred tax liability, which resulted in an overall income tax benefit of $6.7 million in the quarter ended March 31, 2014.

ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. We recognize, 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 our analysis of tax regulations and interpretations.

There were no unrecognized tax benefits as of June 30, 2014. We record interest and penalties on potential income tax deficiencies as income tax expense. Our federal and state tax returns for the 2010 through 2013 tax years are subject to examination as of June 30, 2014. No federal or state income tax return examinations are currently in process. We do not expect to record or realize any material unrecognized tax benefits during 2014.

10.

FAIR VALUE DISCLOSURES OF FINANCIAL ASSETS AND LIABILITIES

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

ASC 820-10, Fair Value Measurements and Disclosure, 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.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

The table below presents the balances of assets measured at fair value as of June 30, 2014 (there are no material liabilities measured at fair value):

Description

Quoted
Prices in
Active
Markets for
Identical
Asset
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total
Fair Value

(in Thousands)

Assets Measured at Fair Value on a Recurring Basis

Available-for-sale securities:

Collateralized mortgage obligations

—

162,078

—

162,078

FNMA

—

319,324

—

319,325

FHLMC

—

126,292

—

126,292

GNMA

—

84,410

—

84,409

U.S. Government and agencies

—

37,021

—

37,020

State and political subdivisions

—

112,581

—

112,582

Total assets measured at fair value on a recurring basis

—

841,706

—

841,706

Assets Measured at Fair Value on a Nonrecurring Basis

Other real estate owned

—

4,451

Loans held-for-sale

—

35,188

—

35,188

Impaired loans (collateral dependent)

—

41,439

Total assets measured at fair value on a nonrecurring basis

—

35,188

45,890

81,078

The table below presents the balances of assets measured at fair value as of December 31, 2013 (there are no material liabilities measured at fair value):


Description	Quoted Prices in Active Markets for Identical Asset (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
	(in Thousands)
Assets Measured at Fair Value on a Recurring Basis
Available-for-sale securities:
Collateralized mortgage obligations	$	—	$	97,557	$	—	$	97,557
FNMA		—		367,128		—		367,128
FHLMC		—		124,495		—		124,495
GNMA		—		95,592		—		95,592
U.S. Government and agencies		—		32,158		—		32,158
State and political subdivisions		—		100,185		—	$	100,185

Total assets measured at fair value on a recurring basis	$	—	$	817,115	$	—	$	817,115

Assets Measured at Fair Value on a Nonrecurring Basis
Other real estate owned	$	—	$	—	$	4,532	$	4,532
Impaired loans		—		—		38,379		38,379

Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	42,911	$	42,911

Fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon 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. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While we believe our 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. As of June 30, 2014, securities classified as available for sale are reported at fair value using Level 2 inputs. As a result of the consolidation of the reverse mortgage trust, there were no securities with Level 3 inputs as of June 30, 2014. Included in the Level 2 total are approximately $37.0 million in Federal Agency debentures, $692.1 million in Federal Agency MBS and $112.6 million in municipal bonds. We believe that this Level 2 designation is appropriate for these securities under ASC 820-10 as, with almost all fixed income securities, none are exchange traded, and all are priced by correlation to observed market data. For these securities we obtain 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 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 as held for sale at the lower of the loan balance or 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 our real estate owned was estimated using Level 3 inputs based on appraisals obtained from third parties.

Loans held-for-sale. During the second quarter of 2014 we elected to record loans held-for-sale at their fair value. The fair value was estimated using Level 3 inputs based on value information provided by brokers.

Impaired loans. We evaluate and value impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which range from 10% - 50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on the appraisals by qualified licensed appraisers hired by us. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net amount of $41.4 million and $38.4 million at June 30, 2014 and December 31, 2013, respectively. The valuation allowance on impaired loans was $4.4 million as of June 30, 2014 and $4.9 million as of December 31, 2013.

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

Investments and Mortgage-Backed Securities: Since quoted market prices are not available, fair value is estimated using quoted prices for similar securities, which we obtain from a third party vendor. We utilize 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 us to validate the vendor’s methodology. The fair value of our investment in reverse mortgages is based on the net present value of estimated cash flows, which have been updated to reflect recent external appraisals of the underlying collateral. For additional discussion of our mortgage-backed securities-trading or our internally developed models, see “Fair Value of Financial Assets” in Note 10 to the Consolidated Financial Statements.

Loans held-for-sale: Loans held-for-sale are carried at the lower of cost or market of the aggregate, or in some cases, individual loans.

Loans: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type: commercial, commercial mortgages, construction, residential mortgages and consumer. For loans that reprice frequently, the book value approximates fair value. The fair values of other types of loans 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 value of nonperforming loans is based on recent external appraisals of the underlying collateral. Estimated cash flows, discounted using a rate commensurate with current rates and the risk associated with the estimated cash flows, are utilized if appraisals are not available. This technique does not contemplate an exit price.

Reverse Mortgage Related Assets: For additional information on these reverse mortgage related assets, see Note 6, Reverse Mortgage Related Assets, to the Consolidated Financial Statements.

Demand Deposits, Savings Deposits and Time Deposits: The fair value 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 us for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Stock in the Federal Home Loan Bank of Pittsburgh: The fair value of FHLB stock is assumed to be essentially equal to its cost basis, since the stock is non-marketable but redeemable at its par value.

Off-Balance Sheet Instruments: The fair value of off-balance sheet instruments, including commitments to extend credit and standby letters of credit, approximates the recorded net deferred fee amounts, which are not significant. Because commitments to extend credit and letters of credit are generally not assignable by either us or the borrower, they only have value to us and the borrower.

The book value and estimated fair value of our financial instruments are as follows:

Fair Value

June 30, 2014

December 31, 2013

Measurement

Book Value

Fair Value

Book Value

Fair Value

(In Thousands)

Financial assets:

Cash and cash equivalents

Level 1

475,189

484,426

Investment securities

See previous table

841,706

817,115

Loans held for sale

Level 3

35,188

31,491

Loans, net

Level 3

2,993,361

2,964,818

2,904,976

2,871,499

Reverse mortgage loans

Level 3

32,543

37,328

Stock in Federal Home Loan Bank of Pittsburgh

Level 2

37,587

35,869

Accrued interest receivable

Level 2

11,004

10,798

Financial liabilities:

Deposits

Level 2

3,153,329

2,962,149

3,186,942

2,982,420

Borrowed funds

Level 2

984,866

986,520

903,831

904,804

Standby letters of credit

Level 3

185

248

Accrued interest payable

Level 2

2,381

838

The estimated fair value of our off-balance sheet financial instruments is as follows:


	June 30, 2014		Dec. 31, 2013
(in thousands)
Off-balance sheet instruments:	$	—	$	—

11.

SEGMENT INFORMATION

In accordance with FASB ASC 280, Segment Reporting (“ASC 280”) (Formerly SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information) we discuss our business in three segments. 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. We evaluate performance based on pretax ordinary income relative to resources used, and allocate resources based on these results. The accounting policies applicable to our segments are those that apply to our preparation of the accompanying Consolidated Financial Statements. There is one segment for each of WSFS Bank, Cash Connect, and Trust and Wealth Management.

The WSFS Bank segment provides financial products to commercial and retail customers through its 52 offices located in Delaware (42), Pennsylvania (8) and Virginia (1) and Nevada (1). Retail and Commercial Banking, Commercial Real Estate Lending and other banking business units are operating departments of WSFS. 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. Because of these and other reasons, these departments are not considered discrete segments and are appropriately aggregated within the WSFS Bank segment in accordance with ASC 280.

Cash Connect provides turnkey ATM services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. 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 Trust and Wealth Management division provides a broad array of fiduciary, investment management, credit and deposit products to clients through four business lines. WSFS Investment Group, Inc. provides insurance and brokerage products primarily to our retail banking clients. Cypress Capital Management, LLC is a registered investment advisor with over $646 million in assets under management. Cypress’ primary market segment is high net worth individuals, offering a ‘balanced’ investment style focused on preservation of capital and current income. Christiana Trust, with $10.0 billion in assets under management and administration, provides fiduciary and investment services to personal trust clients, and trustee, agency, custodial and commercial domicile services to corporate and institutional clients. WSFS Private Banking serves high net worth clients by delivering credit and deposit products and partnering with Cypress, Christiana and WSFS Investment Group to deliver investment management and fiduciary products and services.

Segment information for the three months and six months ended June 30, 2014 and 2013 follows:

For the three months ended June 30, 2014:

WSFS Bank

Cash Connect

Trust &
Wealth
Management

Total

(In Thousands)

Statement of Operations

External customer revenues:

Interest income

37,480

—

1,933

39,413

Noninterest income

8,778

6,320

4,525

19,623

Total external customer revenues

46,258

6,320

6,458

59,036

Inter-segment revenues:

Interest income

834

—

1,342

2,176

Noninterest income

1,711

204

1,942

Total inter-segment revenues

2,545

204

1,369

4,118

Total revenue

48,803

6,524

7,827

63,154

External customer expenses:

Interest expense

3,831

—

105

3,936

Noninterest expenses

28,610

3,882

3,026

35,518

Provision for loan loss

(201

)

—

251

Total external customer expenses

32,240

3,882

3,382

39,504

Inter-segment expenses

Interest expense

1,342

328

506

2,176

Noninterest expenses

231

593

1,118

1,942

Total inter-segment expenses

1,573

921

1,624

4,118

Total expenses

33,813

4,803

5,006

43,622

Income before taxes

14,990

1,721

2,821

19,532

Provision for income taxes

6,807

Consolidated net income

12,725

Capital expenditures

815

—

848

As of June 30, 2014:

Statement of Condition

Cash and cash equivalents

89,284

383,072

2,833

475,189

Other segment assets

3,941,531

2,401

193,969

4,137,901

Total segment assets

4,030,815

385,473

196,802

4,613,090

For the three months ended June 30, 2013:


	WSFS Bank		Cash Connect		Trust & Wealth Management		Total
	(In Thousands)
Statement of Operations

External customer revenues:
Interest income	$	33,961	$	—	$	1,921	$	35,882
Noninterest income		9,333		6,025		4,181		19,539

Total external customer revenues		43,294		6,025		6,102		55,421


Inter-segment revenues:
Interest income		914		—		1,368		2,282
Noninterest income		1,701		223		28		1,952

Total inter-segment revenues		2,615		223		1,396		4,234


Total revenue		45,909		6,248		7,498		59,655


External customer expenses:
Interest expense		3,693		—		133		3,826
Noninterest expenses		26,731		3,167		3,254		33,152
Provision for loan loss		1,535		—		145		1,680

Total external customer expenses		31,959		3,167		3,532		38,658


Inter-segment expenses
Interest expense		1,368		405		509		2,282
Noninterest expenses		251		538		1,163		1,952

Total inter-segment expenses		1,619		943		1,672		4,234


Total expenses		33,578		4,110		5,204		42,892


Income before taxes	$	12,331	$	2,138	$	2,294	$	16,763
Provision for income taxes								5,855

Consolidated net income							$	10,908


Capital expenditures	$	272	$	277	$	—	$	549


As of December 31, 2013:
Statement of Condition

Cash and cash equivalents	$	73,017	$	408,096	$	3,313	$	484,426
Other segment assets		3,838,525		1,965		190,847		4,031,337

Total segment assets	$	3,911,542	$	410,061	$	194,160	$	4,515,763

For the six months ended June 30, 2014:

WSFS Bank

Cash Connect

Trust &
Wealth
Management

Total

(In Thousands)

Statement of Operations

External customer revenues:

Interest income

73,401

—

3,797

77,198

Noninterest income

17,173

12,334

8,480

37,987

Total external customer revenues

90,574

12,334

12,277

115,185

Inter-segment revenues:

Interest income

1,665

—

2,763

4,428

Noninterest income

3,449

397

3,899

Total inter-segment revenues

5,114

397

2,816

8,327

Total revenue

95,688

12,731

15,093

123,512

External customer expenses:

Interest expense

7,461

—

216

7,677

Noninterest expenses

56,222

7,432

6,042

69,696

Provision for loan loss

2,122

—

558

2,680

Total external customer expenses

65,805

7,432

6,816

80,053

Inter-segment expenses

Interest expense

2,763

659

1,006

4,428

Noninterest expenses

450

1,179

2,270

3,899

Total inter-segment expenses

3,213

1,838

3,276

8,327

Total expenses

69,018

9,270

10,092

88,380

Income before taxes

26,670

3,461

5,001

35,132

Provision for income taxes

5,496

Consolidated net income

29,636

Capital expenditures

1,293

1,385

As of June 30, 2014:

Statement of Condition

Cash and cash equivalents

89,284

383,072

2,833

475,189

Other segment assets

3,941,531

2,401

193,969

4,137,901

Total segment assets

4,030,815

385,473

196,802

4,613,090

For the six months ended June 30, 2013


	WSFS Bank		Cash Connect		Trust & Wealth Management		Total
	(In Thousands)
Statement of Operations

External customer revenues:
Interest income	$	67,561	$	—	$	3,912	$	71,473
Noninterest income		18,560		11,052		8,001		37,613

Total external customer revenues		86,121		11,052		11,913		109,086


Inter-segment revenues:
Interest income		1,817		—		2,799		4,616
Noninterest income		3,351		423		54		3,828

Total inter-segment revenues		5,168		423		2,853		8,444


Total revenue		91,289		11,475		14,766		117,530


External customer expenses:
Interest expense		7,533		—		304		7,837
Noninterest expenses		53,161		6,159		6,202		65,522
Provision for loan loss		3,781		—		130		3,911

Total external customer expenses		64,475		6,159		6,636		77,270


Inter-segment expenses
Interest expense		2,799		776		1,041		4,616
Noninterest expenses		477		1,088		2,263		3,828

Total inter-segment expenses		3,276		1,864		3,304		8,444


Total expenses		67,751		8,023		9,940		85,714


Income (loss) before taxes	$	23,538	$	3,452	$	4,826	$	31,816
Provision for income taxes								11,168

Consolidated net income							$	20,648


Capital expenditures	$	1,045	$	460	$	—	$	1,505


As of December 31, 2013:
Statement of Condition

Cash and cash equivalents	$	73,017	$	408,096	$	3,313	$	484,426
Other segment assets		3,838,525		1,965		190,847		4,031,337

Total segment assets	$	3,911,542	$	410,061	$	194,160	$	4,515,763

12.

INDEMNIFICATIONS AND GUARANTEES

Secondary Market Loan Sales. Given the current interest rate environment and current customer preference for long-term fixed rate mortgages, coupled with our desire not to hold these assets in our portfolio, we generally sell newly originated fixed rate conventional, 15 to 30 year loans in the secondary market to GSEs such as FHLMC or to wholesale lenders. Gains and losses on sales of loans are recognized at the time of the sale. We sometimes retain the servicing rights on residential mortgage loans sold which results in monthly service fee income. Otherwise, we sell loans with servicing released on a nonrecourse basis. Rate-locked loan commitments we intend to sell in the secondary market and related sales commitments are accounted for as derivatives under the guidance promulgated in FASB ASC Topic 815, Derivatives and Hedging.

We generally do not sell loans with recourse, except for standard loan sale contract provisions covering violations of representations and warranties and, under certain circumstances, first payment default by the borrower. These are customary repurchase provisions in the secondary market for conforming mortgage loan sales. These indemnifications may include our repurchase of the loans. Repurchases and losses have been rare and no provision is made for losses at the time of sale. There were two repurchases totaling $354,000 for the six months ended June 30, 2014.

Swap Guarantees. We entered into agreements with three unrelated financial institutions whereby those financial institutions entered into interest rate derivative contracts (interest rate swap transactions) with customers referred to them by us. By the terms of the agreements, those financial institutions have recourse to us for any exposure created under each swap transaction in the event 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 smaller financial institutions like 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 under FASB ASC Topic 815, Derivatives and Hedging.

At June 30, 2014 there were 104 variable-rate swap transactions between third party financial institutions and our customers, compared to 101 at December 31, 2013. The initial notional aggregated amount was approximately $451.4 million at June 30, 2014 compared to $423.9 million at December 31, 2013. At June 30, 2014 maturities ranged from approximately one to eleven years. The aggregate market value of these swaps to customers was a liability of $20.9 million at June 30, 2014 and $17.8 million at December 31, 2013. We had reserves of $70,000 for the swap guarantees as of June 30, 2014 and December 31, 2013. The methodology to determine reserves for swap guarantees is consistent with the ALLL methodology as described in Note 5 to the Consolidated Financial Statements.

13. CHANGE IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) includes unrealized gains and losses on available-for-sale investments as well as unrecognized prior service costs, transition costs and actuarial gains and losses on defined benefit pension plans which reflects changes made to the post retirement benefit obligation for retiree health and life insurance. These changes were effective March 31, 2014 (see footnote 8 “Associate (Employee) Benefit Plans” for further information). Changes to other accumulated other comprehensive income (loss) are presented net of tax effect as a component of equity. Reclassification out of accumulated other comprehensive is recorded on the statement of operations either as a gain or loss.

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


(in thousands)	Net unrealized (losses) gains on investment securities available-for-sale			Net unrealized losses on defined benefit pension plan			Total
Balance, March 31, 2014	$	(12,035	)	$	(472	)	$	(12,507	)
Other comprehensive income (loss) before reclassifications		9,678			60			9,738
Less: Amounts reclassified from accumulated other comprehensive income (loss)		(226	)		—			(226	)

Net current-period other comprehensive income (loss)		9,452			60			9,512

Balance, June 30, 2014	$	(2,583	)	$	(412	)	$	(2,995	)


Balance, March 31, 2013	$	7,569		$	(472	)	$	7,097
Other comprehensive income (loss) before reclassifications		(19,316	)		—			(19,316	)
Less: Amounts reclassified from accumulated other comprehensive income (loss)		(562	)		—			(562	)

Net current-period other comprehensive income (loss)		(19,878	)		—			(19,878	)

Balance, June 30, 2013	$	(12,309	)	$	(472	)	$	(12,781	)


(in thousands)	Net unrealized (losses) gains on investment securities available-for-sale			Net unrealized losses on defined benefit pension plan			Total
Balance, December 31, 2013	$	(20,822	)	$	(472	)	$	(21,294	)
Other comprehensive income (loss) before reclassifications		18,824			60			18,884
Less: Amounts reclassified from accumulated other comprehensive income (loss)		(585	)		—			(585	)

Net current-period other comprehensive income (loss)		18,239			60			18,299

Balance, June 30, 2014	$	(2,583	)	$	(412	)	$	(2,995	)


Balance, December 31, 2012	$	13,415		$	(472	)	$	12,943
Other comprehensive income (loss) before reclassifications		(24,143	)		—			(24,143	)
Less: Amounts reclassified from accumulated other comprehensive income (loss)		(1,581	)		—			(1,581	)

Net current-period other comprehensive income (loss)		(25,724	)		—		$	(25,724	)

Balance, June 30, 2013	$	(12,309	)	$	(472	)	$	(12,781	)

The statement of operations impacted by components of other comprehensive income are presented in the tables below.


	Three Months Ended June 30,						Affected line item in Statements of Operations
(in thousands)	2014			2013
Securities available-for-sale:
Realized gains on securities transactions	$	365		$	906		Securities gains, net
Income taxes		(139	)		(344	)	Income tax provision

Net of tax	$	226		$	562
Amortization of Defined Benefit Pension Items:
Prior service costs	$	919		$	—
Transition obligation		245			—
Actuarial losses		(1,068	)		—

Total before tax	$	96		$	—		Salaries, benefits and other compensation
Income taxes		(36	)		—		Income tax provision

Net of tax	$	60		$	—

Total reclassifications	$	166		$	562


	Six Months Ended June 30,						Affected line item in Statements of Operations
	2014			2013
Securities available-for-sale:
Realized gains on securities transactions	$	943		$	2,550		Securities gains, net
Income taxes		(358	)		(969	)	Income tax provision

Net of tax	$	585		$	1,581
Amortization of Defined Benefit Pension Items:
Prior service costs	$	919		$	—
Transition obligation		245			—
Actuarial losses		(1,068	)		—

Total before tax	$	96		$	—		Salaries, benefits and other compensation
Income taxes		(36	)		—		Income tax provision

Net of tax	$	60		$	—

Total reclassifications	$	525		$	1,581

14. LEGAL PROCEEDINGS

As initially disclosed in 2011, we were served with a complaint, filed in U.S. Bankruptcy Court for the Eastern District of Pennsylvania, by a bankruptcy trustee relating to a former WSFS Bank customer. The complaint challenges the Bank’s actions relating to the repayment of an outstanding loan and also seeks to avoid and recover the pre-bankruptcy repayment of that loan, approximately $5.0 million. The matter has been captioned Goldstein v. Wilmington Savings Fund Society, FSB (In re: Universal Marketing, Inc.), Chapter 7, Case No. 09-15404 (ELF), Adv. Pro. No. 11-00512. We believe we acted appropriately and we are vigorously defending ourselves against the complaint.

Based upon available information we believe the estimate of the aggregate range of reasonably possible losses for this legal proceeding was from approximately $0 to approximately $5.0 million at June 30, 2014. Costs of litigation were covered by insurance however, such costs have exceeded the limits of insurance coverage for this case.

There were no material changes or additions to other significant pending legal or other proceedings involving us other than those arising out of routine operations. Management does not anticipate that the ultimate liability, if any, arising out of such other proceedings will have a material effect on the Consolidated Financial Statements.

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

GENERAL

We are a thrift holding company headquartered in Wilmington, Delaware. Substantially all of our assets are held by our subsidiary, Wilmington Savings Fund Society, FSB, or WSFS Bank, one of the ten oldest banks continuously operating under the same name in the United States. As a federal savings bank, which was formerly chartered as a state mutual savings bank, we enjoy broad fiduciary powers. A fixture in the community, WSFS Bank has been in operation for more than 182 years. In addition to its focus on stellar customer service, WSFS Bank has continued to fuel growth and remain a leader in our community. We are a relationship-focused, locally-managed, community banking institution that has grown to become the largest thrift holding company in the State of Delaware, one of the top commercial lenders in the state and the third largest bank in terms of Delaware deposits. We state our mission simply: “We Stand for Service.” Our strategy of “Engaged Associates delivering Stellar Service growing Customer Advocates and value for our Owners” focuses on exceeding customer expectations, delivering stellar service and building customer advocacy through highly-trained, relationship-oriented, friendly, knowledgeable and empowered Associates.

Our core banking business is commercial lending funded by customer-generated deposits. We have built a $2.5 billion commercial loan portfolio by recruiting the best seasoned commercial lenders in our markets and offering a high level of service and flexibility typically associated with a community bank. We fund this business primarily with deposits generated through commercial relationships and retail deposits. We service our customers primarily from our 52 offices located in Delaware (42), Pennsylvania (8), Virginia (1) and Nevada (1) and through our website at www.wsfsbank.com. We also offer a broad variety of consumer loan products, retail securities and insurance brokerage through our retail branches.

In July 2013 we added two new divisions to WSFS Bank with the purchase Array Financial Group, Inc., a mortgage banking company, and a related entity, Arrow Land Transfer Company, an abstract and title company. Additionally, during late 2013, we announced that we entered into an Agreement and Plan of Reorganization, with First Wyoming Financial Corporation, the parent company of The First National Bank of Wyoming (“First Wyoming”).This transaction has received all required regulatory and stockholder approvals and is expected to close in September 2014.

Our Cash Connect division is a premier provider of ATM Vault Cash and related services in the United States. Cash Connect manages more than $509 million in vault cash in over 15,000 ATMs nationwide and also provides online reporting and ATM cash management, predictive cash ordering, armored carrier management, ATM processing and equipment sales. Cash Connect also operates over 460 ATMs for WSFS Bank, which has, by far, the largest branded ATM network in Delaware.

As a leading provider of ATM Vault Cash to the U.S. ATM industry, Cash Connect is exposed to substantial operational risk, including theft of cash from ATMs, armored vehicles, or armored carrier terminals, as well as general risk of accounting errors or fraud. This risk is managed through a series of financial controls, automated tracking and settlement systems, contracts, and other risk mitigation strategies, including both loss prevention and loss recovery strategies. Throughout its 13-year history, Cash Connect periodically has been exposed to theft from armored courier companies and consistently has been able to recover losses through its risk management strategies.

The Trust and Wealth Management division provides a broad array of fiduciary, investment management, credit and deposit products to clients through four business lines. WSFS Investment Group, Inc. provides insurance and brokerage products primarily to our retail banking clients. Cypress Capital Management, LLC is a registered investment advisor with over $645 million in assets under management. Cypress’ primary market segment is high net worth individuals, offering a ‘balanced’ investment style focused on preservation of capital and current income. Christiana Trust, with $10 billion in assets under management and administration, provides fiduciary and investment services to personal trust clients, and trustee, agency, custodial and commercial domicile services to corporate and institutional clients. WSFS Private Banking serves high net worth clients by delivering credit and deposit products and partnering with Cypress, Christiana and WSFS Investment Group to deliver investment management and fiduciary products and services.

We have one consolidated subsidiary, WSFS Bank. We also have one unconsolidated affiliate, WSFS Capital Trust III, or the Trust. WSFS Bank has two wholly-owned subsidiaries, WSFS Investment Group, Inc. and Monarch Entity Services LLC, or Monarch.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 our financial goals, management’s plans 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. Such forward-looking statements are based on various assumptions (some of which may be beyond our 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, those related to the economic environment, particularly in the market areas in which we operate, including an increase in unemployment levels; our level of nonperforming assets; the volatility of the financial and securities markets, including changes with respect to the market value of financial assets; changes in market interest rates which may increase funding costs and reduce earning asset yields thus reducing margin; increases in benchmark rates would also increase debt service requirements for customers whose terms include a variable interest rate, which may negatively impact the ability of borrowers to pay as contractually obligated; changes in government regulation affecting financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations being issued in accordance with this statute and potential expenses and elevated capital levels associated therewith; additional loan losses and impairment of the collectability of loans; changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations, may have an adverse effect on business; rules and regulations issued by the Consumer Financial Protection Bureau or other regulators which might adversely impact our business model or products and services; stresses in the real estate markets, including continued deterioration in property values that affect the collateral value underlying our real estate loans; our ability to expand into new markets, develop competitive new products and services in a timely manner, and to maintain profit margins in the face of competitive pressures; changes in consumer and business spending and saving habits could affect our ability to increase assets and to attract deposits; our ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, reputational risk, and regulatory and compliance risk; the effects of increased competition from both banks and non-banks; the effects of geopolitical instability and risks such as terrorist attacks; the effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes, and the effects of man-made disasters; changes in the speed of loan prepayments by our customers and loan origination or sales volumes; acceleration of prepayments of mortgage-backed securities (“MBS”) due to low interest rates, and the related acceleration of premium amortization on prepayments on MBS due to low interest rates; and the costs associated with resolving any problem loans, litigation and other risks and uncertainties. Such risks and uncertainties are discussed herein, including under the heading “Risk Factors,” and in our Form 10-K for the year ended December 31, 2013 and other documents filed by us with the Securities and Exchange Commission (“SEC”) from time to time. Forward looking statements are as of the date they are made, and we do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of us.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of the financial condition and results of operations are based on the Consolidated Financial Statements, which are prepared in conformity with GAAP. The preparation of these Consolidated Financial Statements 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 related to the allowance for loan losses, deferred taxes, fair value measurements, 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 assets and liabilities that are not readily apparent from other sources. Although our current estimates contemplate current economic conditions and how we expect them to change in the future, for the remainder of 2014, it is reasonably 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.

See further discussion of these critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2013.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

Financial Condition

Our total assets increased $97.3 million or 2.16% to $4.6 billion during the six months ended June 30, 2014. Included in this increase was a $92.1 million, or 3%, increase in net loans (including loans held for sale), and a $25.0 million increase in investment securities. Partially offsetting these increases was a $9.3 million decrease in cash and cash equivalents.

Total liabilities increased $48.4 million during the six months ended June 30, 2014 to $4.2 billion. This increase was primarily the result of an increase in Federal Home Loan Bank advances of $120.3 million, or 19%. Federal Home Loan Bank Advances were used to fund a $22.0 million decrease in reverse mortgage trust bonds payable related to the call of those bonds, a $33.6 million decrease in total deposits, mainly due to the purposeful decline in time and temporary trust deposits during the period and an $11.0 million decrease in Fed funds purchased and securities sold under agreements to repurchase. Excluding the effects of the temporary trust deposits at December 31, 2013, total deposits increased $81.4 million during the six months ended June 30, 2014.

Capital Resources

Stockholders’ equity increased $48.9 million between December 31, 2013 and June 30, 2014. This increase was primarily due to net income of $29.6 million during the six months ended June 30, 2014 combined with a $18.3 million increase (net of tax) in the value of our available for sale securities portfolio. Partially offsetting these increases were payments of dividends on our common stock of $2.1 million during the six months ended June 30, 2014. Tangible common equity (a non-GAAP financial measure) increased $49.6 million from $344.1 million at December 31, 2013 to $393.7 million at June 30, 2014.

Tangible common book value per share of common stock (a non-GAAP financial measure) was $44.11 at June 30, 2014, an increase of $5.43 or 14%, from $38.68 reported at December 31, 2013. Book value per share of common stock was $48.40 at June 30, 2014, an increase of $5.34 from $43.06 reported at December 31, 2013. See “Reconciliation of Non-GAAP Measurement to GAAP” in Item 2 of this quarterly report on Form 10-Q.

Below is a table comparing WSFS Bank’s consolidated capital position to the minimum regulatory requirements as of June 30, 2014:


	Consolidated Bank Capital					For Capital Adequacy Purposes					To be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		% of Assets			Amount		% of Assets			Amount		% of Assets
Total Capital (to Risk-Weighted Assets)	$	536,655		14.68	%	$	292,422		8.00	%	$	365,528		10.00	%
Core Capital (to Adjusted Total Assets)		494,460		10.82			182,842		4.00			228,552		5.00
Tangible Capital (to Tangible Assets)		494,460		10.82			68,566		1.50			N/A		N/A
Tier 1 Capital (to Risk-Weighted Assets)		494,460		13.53			146,211		4.00			219,317		6.00

Under guidelines issued by banking regulators, savings institutions such as WSFS Bank must maintain “tangible” capital equal to 1.5% of adjusted total assets, “core” capital equal to 4.0% of adjusted total assets, “Tier 1” capital equal to 4.0% of risk weighted assets and “total” or “risk-based” capital (a combination of core and “supplementary” capital) equal to 8.0% of risk-weighted assets. Failure to meet minimum capital requirements can initiate certain mandatory actions and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our bank’s financial statements.

The Federal Deposit Insurance Corporation Act (FDICIA), as well as other requirements, established five capital tiers: well-capitalized, adequately-capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. A depository institution’s capital tier depends upon its capital levels in relating to various relevant capital measures, which include leverage 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.

At June 30, 2014, WSFS Bank was in compliance with regulatory capital requirements and was considered a “well-capitalized” institution. WSFS Bank’s core capital ratio of 10.82%, Tier 1 capital ratio of 13.53% and total risk based capital ratio of 14.68%, all remain substantially in excess of “well-capitalized” regulatory benchmarks, the highest regulatory capital rating. In addition, and not included in Bank capital, the holding company held $19.6 million in cash to support potential dividends, acquisitions and strategic growth plans.

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.

We have ready access to several sources to fund growth and meet our liquidity needs. Among these are: net income (to the extent in cash), retail and commercial deposit programs, loan repayments, borrowing from the FHLB, 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 MBS and government sponsored enterprises (“GSE”) notes 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 maintain required and prudent levels of liquidity.

During the six months ended June 30, 2014, cash and cash equivalents decreased $9.2 million to $475 million. This decrease was primarily a result of: $92 million increase in net loans ,and a $33.6 million decrease in total deposits. Offsetting these decreases in cash were: $120.3 million from the net repayments of FHLB Advances and a $27.5 million increase in cash provided by operations.

NONPERFORMING ASSETS

The following table shows our nonperforming assets and past due loans at the dates indicated. Nonperforming assets include nonaccruing loans, nonperforming real estate, assets acquired through foreclosure and restructured commercial, mortgage and home equity consumer debt. 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 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 loans contractually past due 90 days or more as to principal or interest payments but which remain on accrual status because they are considered well secured and in the process of collection.


	June 30, 2014			December 31, 2013
	(In Thousands)
Nonaccruing loans:
Commercial	$	3,511		$	4,305
Owner-occupied commercial		4,928			5,197
Consumer		3,746			3,293
Commercial mortgages		13,391			8,565
Residential mortgages		8,485			8,432
Construction		—			1,158


Total nonaccruing loans		34,061			30,950
Assets acquired through foreclosure		4,451			4,532
Troubled debt restructuring (accruing)		11,779			12,332


Total nonperforming assets	$	50,291		$	47,814


Past due loans (1):
Residential mortgages		—			533


Total past due loans	$	—		$	533


Ratios:
Allowance for loan losses to total loans (2)		1.36	%		1.40	%
Nonperforming assets to total asset		1.09			1.06
Nonaccruing loans to total loans (2)		1.11			1.05
Loan loss allowance to nonaccruing loans		121.49			133.26
Loan loss allowance to total nonperforming assets		82.28			86.26

⁽¹⁾	Accruing Loans only; Nonaccruing TDR’s are included in their respective categories of nonaccruing loans.

⁽²⁾	Total loans exclude loans held for sale.

Nonperforming assets increased $2.5 million between December 31, 2013 and June 30, 2014. As a result, non-performing assets as a percentage of total assets increased from 1.06% at December 31, 2013 to 1.09% at June 30, 2014. New nonperforming loans increased by $2.4 million during the second quarter, increasing total new nonperforming loans to $17.1 million between December 31, 2013 and June 30, 2014. The addition of new nonperforming loans was offset by a significant $10.6 million improvement in collections and an additional $3.9 million written down or charged-off. As a result, nonperforming assets decreased by $5.1 million during the quarter.

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


	For the six months ended June 30, 2014			For the year ended December 31, 2013
	(In Thousands)
Beginning balance	$	47,814		$	62,475
Additions		17,101			30,367
Collections		(10,613	)		(29,725	)
Transfers to accrual		(96	)		(1,702	)
Charge-offs/write-downs, net		(3,915	)		(13,601	)

Ending balance	$	50,291		$	47,814

The timely identification of problem loans is a key element in our strategy to manage our loan portfolio. 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 utilizes guidelines established by federal regulation.

INTEREST RATE SENSITIVITY

The matching of 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. We regularly review our interest rate sensitivity and adjust the sensitivity within acceptable tolerance ranges established by the Board of Directors. At June 30, 2014, interest-earning assets exceeded interest-bearing liabilities that mature or reprice within one year (interest-sensitive gap) by $0.7 million. Our interest-sensitive liabilities as a percentage of interest-sensitive assets within the one-year window increased from 94% at December 31, 2013 to 100.03% at June 30, 2014. Likewise, the one-year interest-sensitive gap as a percentage of total assets changed to 0.01% at June 30, 2014 from -3.28% at December 31, 2013. The low level of sensitivity reflects our continuing efforts to effectively manage interest rate risk.

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, required to be performed 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 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. The table below 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, 2014 and December 31, 2013:


			June 30, 2014						December 31, 2013
% Change in Interest Rate (Basis Points)			% Change in Net Interest Margin (1)			Economic Value of Equity (2)			% Change in Net Interest Margin (1)			Economic Value of Equity (2)

	+300			4	%		12.75	%		-1	%		11.78	%
	+200			1	%		12.88	%		-2	%		11.97	%
	+100			-2	%		12.79	%		-3	%		12.13	%
	—			0	%		12.73	%		—	%		12.25	%
	-100			-1	%		12.13	%		-1	%		11.92	%
	-200	(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 of the Company in a stable interest rate environment and the economic value of equity ratio as projected under the various rate change environments.

(3)	Sensitivity indicated by a decrease of 200 or 300 basis points is not deemed meaningful at June 30, 2014 given the low absolute level of interest rates at that time.

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.

COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2014

Results of Operations

We recorded net income of $12.7 million for the quarter ended June 30, 2014, a 17% increase over $10.9 million for the quarter ended June 30, 2013. Net income allocable to common shareholders (after preferred stock dividends) was $12.7 million, or $1.39 per diluted common share, for the quarter ended June 30, 2014, or a 20% increase in EPS compared to net income allocable to common stockholders of $10.3 million, or $1.16 per diluted common share, for the quarter ended June 30, 2013. Revenues grew at a strong pace with increases in net interest income and noninterest income. Net interest income increased $3.4 million reflecting the growth in our loan portfolio as well as the benefit from the consolidation of reverse mortgage assets late in the third quarter of 2013 and continued growth and improvement in our yield on investments. Noninterest income increased as growth in our fee business outpaced decreased securities gains. Provision for loan losses decreased $1.6 million when compared to the second quarter of 2013 as a result of improved credit quality. Noninterest expenses also grew in support of revenue growth for the second quarter of 2014 to $35.5 million compared to $33.2 million for the second quarter of 2013. Contributing to this increase was salaries and benefits expense due in part to the addition of Array & Arrow associates combined with increased legal and professional fees due to litigation and continued corporate development costs.

Net income for the first six months of 2014 was $29.6 million as compared to $20.6 million for the first six months of 2013. Net income allocable to common stockholders was $29.6 million, or $3.24 per diluted share of common stock, compared to net income allocable to common stockholders of $19.3 million, or $2.18 per diluted share of common stock, for the six months ended June 30, 2013, a 49% increase in EPS. For the first six months of 2014, we directly benefited from a one-time tax benefit of approximately $6.7 million due to the legal call of our reverse mortgage trust bonds which were previously consolidated on WSFS’ balance sheet. The remainder of the increase in net income for the first six months of 2014 was consistent with the quarterly results attributable to revenue growth that exceeded noninterest expenses.

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,
	2014								2013
	Average Balance			Interest		Yield/ Rate (1)			Average Balance			Interest		Yield/ Rate (1)
(Dollars In Thousands)
*Assets:*
Interest-earning assets:
Loans (2) (3):
Commercial real estate loans	$	850,719		$	9,585		4.51	%	$	793,173		$	9,340		4.71	%
Residential real estate loans (4)		232,916			2,281		3.92			252,777			2,550		4.04
Commercial loans		1,632,784			18,001		4.39			1,505,390			16,892		4.48
Consumer loans		310,226			3,452		4.46			285,548			3,326		4.67

Total loans		3,026,645			33,319		4.42			2,836,888			32,108		4.55
Mortgage-backed securities (5) (6)		714,551			3,564		2.00			719,548			3,117		1.68
Investment securities (5) (6)		146,139			814		3.35			83,870			311		2.00
Reverse mortgages and related assets		34,463			1,368		15.88			18,463			324		7.02
Other interest-earning assets		35,629			348		3.92			35,157			22		0.25

Total interest-earning assets		3,957,427			39,413		4.04			3,693,926			35,882		3.91

Allowance for loan losses		(42,332	)							(43,470	)
Cash and due from banks		78,476								78,747
Cash in non-owned ATMs		364,461								435,150
Bank-owned life insurance		63,374								62,971
Other noninterest-earning assets		127,708								118,174

Total assets	$	4,549,114							$	4,345,498


*Liabilities and Stockholders’ Equity:*
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand	$	632,160		$	148		0.09	%	$	543,544		$	128		0.09	%
Money market		751,559			335		0.18			778,705			259		0.13
Savings		403,921			62		0.06			396,009			50		0.05
Customer time deposits		451,372			980		0.87			540,952			1,229		0.91

Total interest-bearing customer deposits		2,239,012			1,525		0.27			2,259,210			1,666		0.30
Brokered certificates of deposit		230,366			189		0.33			183,163			155		0.34

Total interest-bearing deposits		2,469,378			1,714		0.28			2,442,373			1,821		0.30
FHLB of Pittsburgh advances		684,295			661		0.38			554,455			451		0.32
Trust preferred borrowings		67,011			330		1.95			67,011			337		1.99
Reverse mortgage bonds payable		—			—		—			—			—		—
Senior Debt		55,000			941		6.84			55,000			944		6.86
Other borrowed funds (7)		148,910			290		0.78			141,063			273		0.77

Total interest-bearing liabilities		3,424,594			3,936		0.46			3,259,902			3,826		0.47

Noninterest-bearing demand deposits		671,384								633,467
Other noninterest-bearing liabilities		30,112								27,984
Stockholders’ equity		423,024								424,145

Total liabilities and stockholders’ equity	$	4,549,114							$	4,345,498


Excess of interest-earning assets over interest-bearing liabilities	$	532,833							$	434,024


Net interest and dividend income				$	35,477							$	32,056


Interest rate spread							3.58	%							3.44	%


Net interest margin							3.64	%							3.50	%

(1)	Weighted average yields have been computed on a tax-equivalent basis using a 35% effective tax rate.

(2)	Nonperforming loans are included in average balance computations.

(3)	Balances are reflected net of unearned income.

(4)	Includes residential mortgage loans HFS.

(5)	Includes securities available-for-sale at fair value.

(6)	Average Balances and related yield are calculated using the fair value of available-for-sale securities.

(7)	Includes federal funds purchased and securities sold under agreement to repurchase.


	Six Months Ended June 30,
	2014								2013
	Average Balance			Interest		Yield/ Rate (1)			Average Balance			Interest		Yield/ Rate (1)
(Dollars In Thousands)
*Assets:*
Interest-earning assets:
Loans (2) (3):
Commercial real estate loans	$	842,503		$	18,871		4.48	%	$	777,428		$	18,266		4.70	%
Residential real estate loans (4)		236,673			4,553		3.85			256,533			5,176		4.04
Commercial loans		1,617,284			35,221		4.36			1,497,242			33,443		4.47
Consumer loans		306,280			6,876		4.53			284,866			6,675		4.73

Total loans		3,002,740			65,521		4.36			2,816,069			63,560		4.51
Mortgage-backed securities (5) (6)		697,411			6,813		1.95			742,386			6,506		1.70
Investment securities (5) (6)		142,499			1,606		3.40			70,025			453		1.30
Reverse mortgages and related assets		35,854			2,594		14.47			18,902			907		9.60
Other interest-earning assets		35,364			664		3.79			33,333			47		0.28

Total interest-earning assets		3,913,868			77,198		4.00			3,680,715			71,473		3.90

Allowance for loan losses		(41,961	)							(43,977	)
Cash and due from banks		77,439								77,562
Cash in non-owned ATMs		360,152								420,069
Bank-owned life insurance		63,304								62,951
Other noninterest-earning assets		134,195								117,756

Total assets	$	4,506,997							$	4,315,076


*Liabilities and Stockholders’ Equity:*
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand	$	628,481		$	294		0.09	%	$	534,324		$	248		0.09	%
Money market		759,417			648		0.17			780,279			594		0.15
Savings		399,145			120		0.06			396,295			110		0.06
Customer time deposits		452,600			1,937		0.87			564,630			2,570		0.92

Total interest-bearing customer deposits		2,239,643			2,999		0.27			2,275,528			3,522		0.31
Brokered certificates of deposit		222,892			371		0.34			180,470			318		0.36

Total interest-bearing deposits		2,462,535			3,370		0.28			2,455,998			3,840		0.32
FHLB of Pittsburgh advances		669,982			1,187		0.35			515,287			894		0.35
Trust preferred borrowings		67,011			656		1.96			67,011			666		1.98
Reverse mortgage bonds payable		3,280			15		0.91			—			—		—
Senior Debt		55,000			1,883		6.85			55,000			1,887		6.86
Other borrowed funds (7)		148,088			566		0.77			146,112			550		0.75

Total interest-bearing liabilities		3,405,896			7,677		0.45			3,239,408			7,837		0.48

Noninterest-bearing demand deposits		656,302								622,269
Other noninterest-bearing liabilities		33,570								29,283
Stockholders’ equity		411,229								424,116

Total liabilities and stockholders’ equity	$	4,506,997							$	4,315,076


Excess of interest-earning assets over interest-bearing liabilities	$	507,972							$	441,307


Net interest and dividend income				$	69,521							$	63,636


Interest rate spread							3.55	%							3.42	%


Net interest margin							3.61	%							3.48	%

(1)	Weighted average yields have been computed on a tax-equivalent basis using a 35% effective tax rate.

(2)	Nonperforming loans are included in average balance computations.

(3)	Balances are reflected net of unearned income.

(4)	Includes residential mortgage loans HFS.

(5)	Includes securities available-for-sale at fair value.

(6)	Average Balances and related yield are calculated using the fair value of available-for-sale securities.

(7)	Includes federal funds purchased and securities sold under agreement to repurchase.

The net interest margin for the second quarter of 2014 was 3.64%, a fourteen basis point increase compared to 3.50% for the second quarter of 2013. The increase in net interest margin from the second quarter of 2013 reflected improvement due to the consolidation of reverse mortgage assets late in the third quarter of 2013, improved balance sheet mix as higher yielding loans replaced low yielding mortgage-backed securities, as well as increases in other interest earning assets. In conjunction with the reduction of higher-cost CDs, our net interest income increased $3.4 million, or 11%, over the second quarter of 2013.

The net interest margin for the six months ended June 30, 2014 was 3.61%, compared to the 3.48% for the same period in 2013. Compared to the six months ended June 30, 2013, our net interest income increased $5.9 million, or 9%. Similar to the quarterly discussion above, the increase in net interest margin and income reflected improvement due to the consolidation of reverse mortgage assets, improved balance sheet mix, increases in other interest earning assets and deposit pricing management.

Provision for Loan Losses

Our provision for loan losses is based on the inherent risk of our loans and considers various factors including collateral values, trends in asset quality, level of delinquent loans and loan concentrations. In addition, regional economic conditions are also taken into consideration. The provision for loan losses decreased to $2.7 million for the six months ended June 30, 2014, compared to $3.9 million for the same period in 2013.

Our allowance for loan losses of $41.4 million at June 30, 2014 increased slightly from $41.2 million at December 31, 2013 and the ratio of allowance to loan losses for total gross loans was 1.36% at June 30, 2014, compared to 1.40% at December 31, 2013 as loans grew faster than our provision. The allowance for loan losses and provision reflect the following:

•

Net charge-offs were $2.5 million for the six months ended June 30, 2014 compared to $6.3 million for the six months ended June 30, 2013.

•

Total problem loans (all criticized, classified, and non-performing loans) were 35.59% of Tier 1 Capital plus allowance for loan losses as of June 30, 2014, compared to 33.58% at December 31, 2013 and 41.44% at June 30, 2013.

•

Nonperforming loans increased to $34.1 million as of June 30, 2014 compared to $31.0 million as of December 31, 2013.

•

Total loan delinquency was 0.76% as of June 30, 2014, compared to 0.76% as of December 31, 2013.


	For the Six Months Ended June 30,
	2014			2013
	(Dollars in Thousands)

Beginning balance	$	41,244		$	43,922
Provision for loan losses		2,680			3,911

Charge-offs:
Residential real estate		527			695
Commercial real estate		160			1,721
Construction		88			1,340
Commercial		1,495			1,139
Owner-occupied commercial		321			37
Overdrafts		486			449
Consumer		1,237			2,361

Total charge-offs		4,314			7,742


Recoveries:
Residential real estate		43			41
Commercial real estate		39			109
Construction		184			85
Commercial		807			627
Owner-occupied commercial		167			45
Overdrafts		279			214
Consumer		252			282

Total recoveries		1,771			1,403


Net charge-offs		2,543			6,339

Ending balance	$	41,381		$	41,494


Net charge-offs to average gross loans outstanding, net of unearned income (1)		0.17	%		0.44	%

(1)	Ratios for the six months ended June 30, 2014 and 2013 are annualized.

Noninterest Income

During the second quarter of 2014, the company earned noninterest income of $19.6 million, compared to $19.5 million in the second quarter of 2013. Excluding net securities gains in both periods, noninterest income increased $625,000, or 3%. The growth is a result of continued expansion in the Trust and Wealth Management and the Cash Connect divisions as well as increases in the Bank’s deposit service charges. Partially offsetting these gains were small declines in mortgage banking revenue and debit/credit and ATM revenue.

For the six months ended June 30, 2014, the company earned noninterest income of $38.0 million, compared to $37.6 million, an increase of 1% compared to June 30, 2013. Excluding net securities gains in both periods, noninterest income increased $2.0 million or 6%. This overall increase also reflects expansion in the Cash Connect division, increases in deposit service charges, and expansion in the Trust and Wealth Management division. Compared to the six months ended June 30, 2013, Cash Connect Courier revenue increased $1.2 million, or 6.3%, Deposit service charges increased $385,000, or 5% and the Trust and Wealth Management investment management and fiduciary revenue increased $334,000, or 4%. Mortgage banking income held steady despite the significant decrease in refinance activity. The stability in mortgage banking reflects last August’s addition of Array, our Pennsylvania mortgage banking division.

Noninterest Expense

Noninterest expense for the second quarter of 2014 was $35.5 million, an increase of $2.3 million or 7% from $33.2 million in the second quarter of 2013. During the second quarter of 2014, corporate development and litigation costs increased due to ongoing costs related to the legal matter as disclosed in Note 14 to the Consolidated Financial Statements as well as the merger with First Wyoming. Also contributing to the year-over-year expense growth is an increase in salaries, benefits and other compensation expense of $1.2 million due to the addition of Array and Arrow, as well as a higher level of expenses related to growth in the franchise.

For the six months ended June 30, 2014, noninterest expense for the second quarter of 2014 was $69.7 million, an increase of $4.2 million or 6% from $65.5 million at June 30, 2013. Similar to the quarterly comparison above, corporate development, litigation and other professional fees increased. Also included in the increase was additional expenses due to the Array and Arrow acquisition and support for overall corporate growth. Finally, first half 2014 expenses included increase costs such as higher utility and snow removal expenses as a result of the 2014 winter weather.

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, which requires the recording of deferred income taxes for tax consequences of temporary differences. We recorded an income tax expense of $6.8 million and $5.5 million during the three and six months ended June 30, 2014, respectively, compared to an income tax expense of $5.9 million and $11.2 million for the same periods in 2013.

The first quarter of 2014 included the recognition of $6.7 million of tax benefits related to the legal call of our reverse mortgage trust bonds as more fully discussed in Note 9, Taxes on Income to our Consolidated Financial Statements. Our effective tax rate was 34.9% and 15.6% for the three and six months ended June 30, 2014, respectively, compared to 34.9% and 35.1% during the same periods in 2013. Excluding the reverse mortgage tax benefit, our effective tax rate was 34.8% for the six months ended June 30, 2014.

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 BOLI income. These tax benefits are offset by the tax effect of stock-based compensation expense related to incentive stock options 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.

RECONCILIATION OF NON-GAAP MEASUREMENT TO GAAP

The following table provides a reconciliation of tangible common 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 is important to management and investors to better understand and assess changes from period to period in stockholders’ equity exclusive of changes in intangible assets.


	June 30, 2014			December 31, 2013
	(In Thousands)
End of period balance sheet data:
Stockholders’ equity	$	431,955		$	383,050
Goodwill and other intangible assets		(38,295	)		(38,978	)

Tangible common equity (numerator)	$	393,660		$	344,072


Shares of common stock outstanding (denominator)		8,924			8,895


Book value per share of common stock	$	48.40		$	43.06
Goodwill and other intangible assets		(4.29	)		(4.38	)

Tangible book value per share of common stock	$	44.11		$	38.68

RECENT LEGISLATION

In July 2013, the Board of Governors of the Federal Reserve System, FDIC and the OCC approved final rules (the “Final Capital Rules”) implementing revised capital rules to reflect the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the Basel III international capital standards. Among other things, the Final Capital Rules establish a new capital ratio of common equity Tier 1 capital of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets; increase the minimum ratio of Tier 1 capital ratio from 4% to 6% and include a minimum leverage ratio of 4%; place an emphasis on common equity Tier 1 capital and implement the Dodd-Frank Act phase-out of certain instruments from Tier 1 capital; and change the risk weights assigned to certain assets. Failure to meet these standards would result in limitations on capital distributions as well as executive bonuses. The Final Capital Rules will be applicable to us on January 1, 2015 with conservation buffers phasing in over the subsequent five years.

While it is still too early to fully analyze the impact of all aspects of the new regulatory guidance, we currently have strong capital levels and are significantly above well-capitalized levels under the current guidelines.

On July 31, 2013, a Federal District Court judge ruled that the Federal Reserve inflated debit interchange fees when implementing the Durbin amendment of the Dodd-Frank Act in 2011. The judge ruled that the Federal Reserve erred in using criteria outside of the scope Congress intended to determine the fee cap, which the Federal Reserve set at 21 cents per transaction. The judge also ruled that the network options for both signature and PIN transactions were not set appropriately in accordance with the Dodd-Frank Act. The case is currently on appeal at the D.C. Circuit Court of Appeals, where oral arguments were heard on January 17, 2014. If not overturned on appeal, this ruling could significantly affect debit fees for the banking industry and for us. However, these developments are preliminary and the impact on us is not determinable at this time.

The many provisions of the Dodd-Frank Act are so extensive that implementation by regulators is still ongoing. Several of the key regulations included in the original law have been delayed since the law’s passing, making an assessment of the Dodd Frank Act’s full effect on us not possible at this time.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Incorporated herein by reference from Item 2, 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, as amended (the “Exchange Act”)), 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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)

Changes in internal control over financial reporting. During the quarter ended June 30, 2014, 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

Incorporated herein by reference to Note 14 – Legal Proceedings to the Consolidated Financial Statements

Item 1A.

Risk Factors

Our management does not believe there have been any material changes to the risk factors previously disclosed under Item 1A. of the Company’s Form 10-K for the year ended December 31, 2013, previously filed with the SEC.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table represents information with respect to repurchases of common stock made by the Company during the three months ended June 30, 2014.

Common


2014	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicity Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

April		927	$	67.62		—		—
May		—		—		—		—
June		—		—		—		—


Total (1)		927	$	67.62		—		—

(1)

The shares repurchased were not part of a publicly announced repurchase plan or program. These shares were owned and tendered by employees as payment for taxes on vesting of restricted stock or exercise of stock options. There were no treasury shares repurchased during the quarter ended June 30, 2014.

Item 3.

Defaults upon Senior Securities

Not applicable

Item 4.

Mine Safety Disclosures

Not applicable

Item 5.

Other Information

Not applicable

Item 6.

Exhibits

(a)

Exhibit 31.1 – Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(b)

Exhibit 31.2 – Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(c)

Exhibit 32 – Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(d)

Exhibit 101.INS – XBRL Instance Document

(e)

Exhibit 101.SCH – XBRL Schema Document

(f)

Exhibit 101.CAL – XBRL Calculation Linkbase Document

(g)

Exhibit 101.LAB – XBRL Labels Linkbase Document

(h)

Exhibit 101.PRE – XBRL Presentation Linkbase Document

(i)

Exhibit 101.DEF – XBRL Definition Linkbase Document

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 11, 2014	/s/ Mark A. Turner
		Mark A. Turner
		President and Chief Executive Officer
		(Principal Executive Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company