9. GOODWILL AND INTANGIBLE ASSETS

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

The fair value of acquired assets and liabilities assumed, including the resulting goodwill, was based either on quoted market prices or provided by other third-party sources, when available. When third-party information was not available we made good-faith estimates primarily through the use of internal cash flow modeling techniques. The assumptions used in the cash flow modeling are subjective and susceptible to significant changes.

Goodwill and other intangible assets with indefinite useful lives are tested for impairment at least annually and charged to results of operations in periods in which the recorded value is more than the estimated fair value. Intangible assets that have finite useful lives will continue to be amortized over their useful lives and are periodically evaluated for impairment. Goodwill totaled $167.5 million at December 31, 2016 and $85.2 million at December 31, 2015. The majority of this goodwill, or $147.4 million, is in the WSFS Bank segment and is the result of a branch acquisition in 2008, the purchases of: Christiana Bank and Trust (CB&T) in 2010, Array (currently known as WSFS Mortgage) and Arrow in 2013, FNBW in 2014, Alliance Bank in 2015 and Penn Liberty in 2016. The Wealth Management segment also recorded goodwill as a result of the acquisition of CB&T in 2010 and the acquisitions of Powdermill and West Capital in 2016.

ASC 350, Intangibles - Goodwill and Other (Topic 350), states that an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Therefore, before the first step of the existing guidance, the entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of goodwill is less than carrying value. The qualitative assessment includes adverse events or circumstances identified that could negatively affect the reporting units’ fair value as well as positive and mitigating events. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performing the two-step process is not required. The entity has the option to bypass the qualitative assessment step for any reporting unit in any period and proceed directly to the first step of the existing two-step process. The entity can resume performing the qualitative assessment in any subsequent period.

When required, the goodwill impairment test involves a two-step process. The first test is done by comparing the reporting unit’s aggregate fair value to its carrying value. Absent other indicators of impairment, if the aggregate fair value exceeds the carrying value, goodwill is not considered impaired and no additional analysis is necessary. If the carrying value of the reporting unit exceeds the aggregate fair value, a second test is performed to measure the amount of impairment loss, if any. To measure any impairment loss, the implied fair value would be determined in the same manner as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill is less than the recorded goodwill, an impairment charge would be recorded for the difference.

Fair value may be determined using market prices, comparison to similar assets, market multiples, discounted cash flow analyses and other variables. Estimated cash flows extend five years into the future and, by their nature, are difficult to estimate over such an extended period of time. Factors that may significantly affect estimates include, but are not limited to, balance sheet growth assumptions, credit losses in our investment and loan portfolios, competitive pressures in our market area, changes in customer base and customer product preferences, changes in revenue growth trends, cost structure, changes in discount rates, conditions in the banking sector, and general economic variables.

As of December 31, 2016, we assessed qualitative factors including macroeconomic conditions, industry and market conditions, cost factors, and overall financial performance in 2016 and determined that it was not more likely than not that the fair value of any of our reporting units was less than their respective carrying amounts. Therefore we did not perform the two-step impairment test for any of our reporting units in 2016. No impairment losses related to our goodwill were recorded in 2016 or 2015, however there can be no assurances that impairments to our goodwill will not occur in the future periods.

As of December 31, 2016, we had three operating segments: WSFS Bank, Cash Connect, and Wealth Management. Our operating segments may contain one or more reporting units depending on economic characteristics, products and customers. When we acquire a business, we assign it to a reporting unit and allocate its goodwill to that reporting unit based on its relative fair value. Should we have a significant business reorganization, we may reallocate the goodwill. See Note 20 for additional information on management reporting and Note 2 for additional information on the goodwill that was recorded during 2016.

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


(Dollars in thousands)	WSFS Bank		Cash Connect		Wealth Management		Consolidated Company
December 31, 2014		43,517		—		5,134		48,651
Goodwill from business combinations		36,425		—		—		36,425
Remeasurement adjustments		136		—		—		136

December 31, 2015		80,078		—		5,134		85,212
Goodwill from business combinations		65,206		—		15,009		80,215
Remeasurement adjustments		2,112		—		—		2,112

December 31, 2016	$	147,396	$	—	$	20,143	$	167,539

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. During 2016, we recorded intangible assets of $15.9 million due to the acquisitions of Penn Liberty, Powdermill and West Capital as well as an adjustment related to our acquisition of Alliance Bank. During 2015, we recorded intangible assets of $3.1 million due to the acquisition of Alliance Bank. See Note 2 for additional information.

The following table summarizes other intangible assets:


(Dollars in thousands)	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets		Amortization Period
December 31, 2016
Core deposits	$	13,128	$	(5,630	)	$	7,498		10 years
Customer relationships		17,561		(2,612	)		14,949		7-15 years
Non-compete agreements		1,006		(728	)		278		6 months- 5 years
Loan servicing rights		1,708		(1,067	)		641		10-30 years
Favorable lease asset		458		(116	)		342		10 months-15 years

Total other intangible assets	$	33,861	$	(10,153	)	$	23,708

December 31, 2015
Core deposits	$	10,246	$	(4,512	)	$	5,734		10 years
Customer relationships		5,221		(1,754	)		3,467		7-15 years
Non-compete agreements		785		(384	)		401		6 months- 3 years
Loan servicing rights		1,430		(949	)		481		15-30 years

Total other intangible assets	$	17,682	$	(7,599	)	$	10,083

We recognized amortization expense on other intangible assets of $2.4 million, $2.0 million, and $1.3 million for the years ended December 31, 2016, 2015, and 2014, respectively.

The following presents the estimated amortization expense of intangibles:


(Dollars in thousands)	Amortization of Intangibles
2017	$	3,008
2018		2,846
2019		2,777
2020		2,581
2021		2,246
Thereafter		10,250

Total	$	23,708

There was no impairment of other intangible assets as of December 31, 2016 or 2015. Changing economic conditions that may adversely affect our performance and stock price could result in impairment, which could adversely affect earnings in the future.