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 March 31, 2001
-----------------
OR
( ) 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
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WSFS FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2866913
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
838 Market Street, Wilmington, Delaware 19899
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(302)792-6000
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(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of May 7, 2001:
Common Stock, par value $.01 per share 9,883,634
- -------------------------------------- --------------------
(Title of Class) (Shares Outstanding)
-1-
WSFS FINANCIAL CORPORATION
FORM 10-Q
INDEX
PART I. Financial Information
Page
Item 1. Financial Statements
Consolidated Statement of Operations for the Three Months
Ended March 31, 2001 and 2000 (Unaudited).......................... 3
Consolidated Statement of Condition as of March 31, 2001
(Unaudited) and December 31, 2000.................................. 5
Consolidated Statement of Cash Flows for the Three Months Ended
March 31, 2001 and 2000 (Unaudited)................................ 6
Notes to the Consolidated Financial Statements for the Three
Months Ended March 31, 2001 and 2000 (Unaudited)................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 22
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders................ 22
Item 6. Exhibits and Reports on Form 8-K................................... 22
Signatures ................................................................. 23
-2-
WSFS FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
Three months ended
March 31,
--------------------------
2001 2000
-------- --------
(Unaudited)
(In Thousands, Except per Share Data)
Interest income:
Interest and fees on loans ....................................... $ 20,573 $ 18,689
Interest on mortgage-backed securities ........................... 6,012 6,620
Interest and dividends on investment securities .................. 455 707
Interest on investments in reverse mortgages ..................... 1,784 7,767
Other interest income ............................................ 794 709
-------- --------
29,618 34,492
-------- --------
Interest expense:
Interest on deposits ............................................. 10,688 8,435
Interest on Federal Home Loan Bank advances ...................... 3,206 5,010
Interest on federal funds purchased and securities
sold under agreements to repurchase ............................ 809 1,463
Interest on trust preferred borrowings ........................... 964 787
Interest on other borrowings ..................................... 127 131
-------- --------
15,794 15,826
-------- --------
Net interest income ................................................... 13,824 18,666
Provision for loan losses ............................................. 393 228
-------- --------
Net interest income after provision for loan losses ................... 13,431 18,438
-------- --------
Other income:
Loan servicing fee income ........................................ 647 540
Deposit service charges .......................................... 1,966 1,471
Credit/debit card and ATM income ................................. 1,550 1,174
Securities losses ................................................ -- (2,466)
Gain (loss) on sale of loans ..................................... 2,917 (172)
Other income ..................................................... 970 540
-------- --------
8,050 1,087
-------- --------
Other expenses:
Salaries, benefits and other compensation ........................ 8,605 5,910
Equipment expense ................................................ 1,016 959
Data processing and operations expenses .......................... 1,097 1,740
Occupancy expense ................................................ 1,309 947
Marketing expense ................................................ 755 777
Professional fees ................................................ 582 635
ATM fraud loss ................................................... 421 --
Other operating expenses ......................................... 3,022 2,432
-------- --------
16,807 13,400
-------- --------
Income from continuing operations before minority interest, taxes
and cumulative effect of change in accounting principle ............ 4,674 6,125
Less minority interest ................................................ (747) (1,231)
-------- --------
Income from continuing operations before taxes and cumulative effect ..
of change in accounting principle .................................. 5,421 7,356
Income tax provision .................................................. 1,701 2,096
-------- --------
Income from continuing operations before cumulative effect of change in
accounting principle .............................................. 3,720 5,260
Cumulative effect of change in accounting principle
net of $837,000 in income tax ...................................... -- (1,256)
-------- --------
Income from continuing operations ..................................... 3,720 4,004
-------- --------
Income from discontinued operations, net of taxes ..................... -- 134
-------- --------
Net income ............................................................ $ 3,720 $ 4,138
======== ========
-3-
WSFS FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
Three months ended
March 31,
---------------------------------
2001 2000
---------- ------------
(Unaudited)
(In Thousands, Except per Share Data)
Basic earnings per share:
Income from continuing operations before cumulative effect of
change in accounting principle................................... $ 0.37 $ 0.47
Cumulative effective of change in accounting principle................ - (0.11)
---------- ------------
Income from continuing operation...................................... 0 .37 0.36
---------- ------------
Income from discontinued operations, net of taxes..................... -- 0.01
---------- ------------
Net income ........................................................... $ 0.37 $ 0.37
========== ============
Diluted earnings per share:
Income from continuing operations before cumulative effect of
change in accounting principle................................... 0.37 $ 0.47
Cumulative effective of change in accounting principle................ -- (0.11)
---------- ------------
Income from continuing operations..................................... 0.37 0.36
---------- ------------
Income from discontinued operations, net of taxes..................... -- 0.01
---------- ------------
Net income ........................................................... $ 0.37 $ 0.37
========== ============
The accompanying notes are an integral part of these financial statements
-4-
WSFS FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CONDITION
March 31, December 31,
2001 2000
----------- -----------
(Unaudited)
(In Thousands)
Assets
Cash and due from banks .......................................................... $ 78,281 $ 87,849
Federal funds sold and securities purchased under agreements to resell ........... 47,461 3,500
Interest-bearing deposits in other banks ......................................... 21,638 7,318
Investment securities held-to-maturity ........................................... 14,785 14,746
Investment securities available-for-sale ......................................... 6,403 14,994
Mortgage-backed securities held-to-maturity ...................................... 103,075 107,663
Mortgage-backed securities available-for-sale .................................... 277,558 232,055
Investment in reverse mortgages, net ............................................. 33,295 33,683
Loans held-for-sale .............................................................. 28,935 23,313
Loans, net of allowance for loan losses of $21,518 at March 31, 2001
and $21,423 at December 31, 2000 ............................................... 936,582 940,178
Stock in Federal Home Loan Bank of Pittsburgh, at cost ........................... 16,550 28,500
Assets acquired through foreclosure .............................................. 718 630
Premises and equipment ........................................................... 18,408 16,788
Accrued interest and other assets ................................................ 30,813 28,348
Net assets of discontinued operations ............................................ 182,222 199,751
----------- -----------
Total assets ..................................................................... $ 1,796,724 $ 1,739,316
=========== ===========
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing demand ................................................... $ 144,448 $ 139,128
Money market and interest-bearing demand ..................................... 283,118 244,120
Savings ...................................................................... 303,617 289,382
Time ......................................................................... 307,148 282,839
----------- -----------
Total retail deposits ...................................................... 1,038,331 955,469
Jumbo certificates of deposit ................................................ 38,690 19,030
Brokered certificates of deposit ............................................. 115,175 147,092
----------- -----------
Total deposits ............................................................. 1,192,196 1,121,591
Federal funds purchased and securities sold under agreements to repurchase ....... 69,300 69,300
Federal Home Loan Bank advances .................................................. 331,000 351,000
Trust preferred borrowings ....................................................... 50,000 50,000
Other borrowed funds ............................................................. 24,901 23,338
Accrued expenses and other liabilities ........................................... 24,005 21,065
----------- -----------
Total liabilities ................................................................ 1,691,402 1,636,294
----------- -----------
Minority Interest ................................................................ 5,129 5,876
Stockholders' Equity:
Serial preferred stock $.01 par value, 7,500,000 shares authorized; none
issued and outstanding ....................................................... -- --
Common stock $.01 par value, 20,000,000 shares authorized; issued
14,813,403 at March 31, 2001 and 14,813,403 at December 31, 2000 ............. 148 148
Capital in excess of par ......................................................... 58,991 58,985
Accumulated other comprehensive income ........................................... 1,857 197
Retained earnings ................................................................ 95,728 92,409
Treasury stock at cost, 4,774,769 shares at March 31, 2001 and 4,629,769 shares
at December 31, 2000 ......................................................... (56,531) (54,593)
----------- -----------
Total stockholders' equity ....................................................... 100,193 97,146
----------- -----------
Total liabilities and stockholders' equity ....................................... $ 1,796,724 $ 1,739,316
=========== ===========
The accompanying notes are an integral part of these financial statements.
-5-
WSFS FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended March 31,
----------------------------
2001 2000
--------- ---------
(Unaudited)
(In Thousands)
Operating activities:
Net income ................................................................................... $ 3,720 $ 4,138
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan, lease and residual value losses ........................................ 393 228
Depreciation, accretion and amortization ................................................... 729 777
Increase in accrued interest receivable and other assets ................................... (5,066) (93)
Origination of loans held-for-sale ......................................................... ( 88,000) (45,543)
Proceeds from sales of loans held-for-sale ................................................. 79,823 70,611
Increase in accrued interest payable and other liabilities ................................. 2,900 3,211
Increase in reverse mortgage capitalized interest, net ..................................... (1,742) (7,718)
Minority interest in net income ............................................................ (747) (1,231)
Other, net ................................................................................. 2,983 180
--------- ---------
Net cash (used for) provided by operating activities ......................................... (5,007) 24,560
--------- ---------
Investing activities:
Net (increase) decrease in interest-bearing deposits in other banks .......................... (14,320) 2,544
Maturities of investment securities .......................................................... 8,045 3,293
Sales of investment securities available-for-sale ............................................ 500 10,618
Sales of mortgage-backed securities available-for-sale ....................................... -- 150,605
Purchases of investment securities held-to-maturity .......................................... -- (5,952)
Purchases of investment securities available-for-sale ........................................ -- (12,554)
Repayments of mortgage-backed securities held-to-maturity .................................... 4,529 10,180
Repayments of mortgage-backed securities available-for-sale .................................. 33,202 4,601
Purchases of mortgage-backed securities available-for-sale ................................... (76,364) (27,347)
Repayments of reverse mortgages .............................................................. 4,021 5,104
Disbursements for reverse mortgages .......................................................... (1,855) (2,065)
Sales of loans ............................................................................... (8,837) (43,051)
Purchase of loans ............................................................................ -- (19,445)
Net decrease in loans ........................................................................ 11,597 21,348
Net decrease in stock of Federal Home Loan Bank of Pittsburgh ................................ 11,950 --
Receipts from investment in real estate ...................................................... 270 --
Sales of assets acquired through foreclosure, net ............................................ 229 162
Premises and equipment, net .................................................................. (802) (805)
--------- ---------
Net cash (used for) provided by investing activities .......................................... (27,835) 97,236
--------- ---------
Financing activities:
Net increase in demand and savings deposits .................................................. 60,152 48,376
Net increase (decrease) in time deposits ..................................................... 11,949 (9,656)
Receipts from FHLB borrowings ................................................................ 45,000 195,000
Repayments of FHLB borrowings ................................................................ (65,000) (320,000)
Receipts from reverse repurchase agreements .................................................. -- 20,000
Repayments of reverse repurchase agreements .................................................. -- (45,000)
Repayments of Federal funds purchased ........................................................ -- (5,000)
Repayments of other borrowings ............................................................... (30) (25)
Dividends paid on common stock ............................................................... (405) (338)
Issuance of common stock ..................................................................... 6 --
Purchase of treasury stock, net of reissuance ................................................ (1,938) (4,936)
Discontinued operations ...................................................................... 17,529 2,990
Minority Interest ............................................................................ (28) 632
--------- ---------
Net cash provided by (used for) financing activities ........................................... 67,235 (117,957)
--------- ---------
Increase in cash and cash equivalents .......................................................... 34,393 3,839
Cash and cash equivalents at beginning of period ............................................... 91,349 59,166
--------- ---------
Cash and cash equivalents at end of period ..................................................... $ 125,742 $ 63,005
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest during the quarter ...................................................... $ 13,805 $ 16,611
Cash paid (refunded) for income taxes, net ..................................................... 2,098 (915)
Loans and transferred to assets acquired through foreclosure ................................... 324 --
Net Change in unrealized gains (losses) on securities available for sale, net of tax ........... 1,660 687
Assets transferred from held-to-maturity to available-for-sale upon adoption of
SFAS No. 133:
Investment securities ...................................................................... -- 2,000
Mortgage-backed securities ................................................................. -- 128,981
The accompanying notes are an integral part of these financial statements.
-6-
WSFS FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated Financial Statements include the accounts of the
parent company, WSFS Capital Trust I, WSFS and its wholly-owned subsidiaries,
838 Investment Group, Inc. and Star States Development Company (SSDC) as well as
not wholly-owned, but majority controlled subsidiaries, Wilmington National
Finance, Inc. (WNF), formerly Community Credit Corporation, and CustomerOne
Financial Network, Inc. (C1FN), see Note 4 for further discussion of non-wholly
owned subsidiaries.
As discussed in Note 3 of the Financial Statements, the results of WSFS
Credit Corporation (WCC), the Corporation's wholly owned indirect auto financing
and leasing subsidiary, are presented as discontinued operations, retroactively
restated for all periods presented.
The consolidated statement of condition at March 31, 2001, the
consolidated statement of operations for the three months ended March 31, 2001
and 2000 and the consolidated statement of cash flows for the three months ended
March 31, 2001 and 2000 are unaudited, and include all adjustments solely of a
normal recurring nature which management believes are necessary for a fair
presentation. Certain reclassifications have been made to the prior years'
Financial Statements for conformity with the current year's presentation. All
significant intercompany transactions are eliminated in consolidation. The
results of operations for the three-month period ended March 31, 2001 is not
necessarily indicative of the expected results for the full year ended December
31, 2001. The financial statements include the accounts of WSFS Financial
Corporation. Such statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and applicable to
the banking industry. The accompanying unaudited financial statements should be
read in conjunction with the audited financial statements and notes thereto
included in the Corporation's 2000 Annual Report.
2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
For the three months ended
March 31,
--------------------------
2001 2000
------- -------
(In Thousands, Except
per Share Data)
Numerator:
Income from continuing operations before cumulative effect of
change in accounting principle......................................... $ 3,720 $ 5,260
Cumulative effect of change in accounting principle, net of tax benefit - (1,256)
------- -------
Income from continuing operations...................................... 3,720 4,004
Income from discontinued operations, net of taxes...................... - 134
------- -------
Net income............................................................. $ 3,720 $ 4,138
======= =======
Denominator:
Denominator for basic earnings per share -
weighted average shares ........................................... 10,117 11,133
Employee stock options............................................. 54 16
------- -------
Denominator for diluted earnings per share -
adjusted weighted average shares and
assumed exercise................................................... 10,171 11,149
======== ========
Earnings per share:
Basic:
Income from continuing operations before cumulative effect of
change in accounting principle......................................... $ .37 $ .47
Cumulative effect of change in accounting principle, net of tax benefit -- (.11)
------- -------
Income from continuing operations...................................... .37 .36
Income from discontinued operations, net of taxes...................... -- .01
------- -------
Net income ......................................................... $ .37 $ .37
======= =======
-7-
For the three months ended
March 31,
--------------------------
2001 2000
------- -------
(In Thousands, Except
per Share Data)
Earnings per share:
Diluted:
Income from continuing operations before cumulative effect of
change in accounting principle......................................... $ .37 $ .47
Cumulative effect of change in accounting principle, net of tax benefit -- (.11)
------- -------
Income from continuing operations...................................... .37 .36
Income from discontinued operations, net of taxes...................... -- .01
------- -------
Net income ............................................................ $ .37 $ .37
========= =======
The Corporation had 530,048 and 488,830 anti-dilutive common stock
options outstanding at March 31, 2001 and 2000, respectively. They are excluded
from the calculation of diluted earnings per share for the periods presented.
3. Discontinued Operations of a Business Segment
On December 21, 2000, the Board of Directors of WSFS Financial
Corporation approved plans to discontinue the operations of WSFS Credit
Corporation (WCC), the Company's indirect auto finance business segment. WCC,
which had approximately 6,800 lease contracts and 2,500 loan contracts at March
31, 2001, no longer accepts new applications but will continue to service
existing loans and leases. Management estimates that substantially all loan and
lease contracts will mature by the end of December 2003.
Accounting for discontinued operations of a business segment requires
that the Company forecast operating results over the wind-down period and
immediately accrue any expected net losses as a one time charge. The historic
results of WCC's operations, the one-time charge, and the future reported
results of WCC are required to be treated as Discontinued Operations of a
Business Segment, and shown in summary form separately from the Company's
results of continuing operations in reported results of the Corporation. Prior
periods are restated, as required by generally accepted accounting principles.
As a result, net operating income of $134,000 for the three months year
ended March 31, 2000 were reclassified from continuing operations to
discontinued operations. In addition, the Corporation established a $6.2 million
pretax reserve in the fourth quarter of 2000 to absorb expected future losses.
This reserve will be reevaluated quarterly with adjustments, if necessary,
recorded as income/losses from discontinued operations. Accounting for
discontinued operations also requires that the net assets (assets less third
party liabilities) be reclassified on the balance sheet to a single line item,
Net assets of discontinued operations.
The following chart depicts the net assets of discontinued operations
at March 31, 2001 and December 31, 2000:
At March 31, At December 31,
2001 2000
---------------------------------
(In Thousands)
Net loans....................................... $ 25,486 $ 27,877
Vehicles under operating leases, net............ 160,684 175,745
Premises and equipment.......................... 74 131
Other Assets 3,292 3,931
Less:
Reserve for losses of discontinued
operations...................................... 6,041 6,169
Other liabilities........................... 1,273 1,764
-------- --------
Net assets of discontinued operations........... $182,222 $199,751
======== ========
-8-
The following table depicts the net income from discontinued operations
for the three months ended March 31, 2001 and 2000:
For the three months
Ended March 31,
-------------------
2001 2000
------- -------
(In Thousands)
Interest income ...................................... $ 559 $ 446
Allocated interest expense (1) ....................... 2,992 3,357
------- -------
Net interest expense ................................. (2,433) (2,911)
------- -------
Loan and lease servicing fee income .................. 149 280
Rental income on operating leases, net ............... 2,678 3,322
Other income ......................................... 4 10
------- -------
2,831 3,612
Other operating expenses ........................... 526 473
------- -------
(Loss) income before taxes ........................... (128) 228
Reserve for discontinued operations .................. 128 --
------- -------
Income tax provision ................................. -- 94
------- -------
Income from discontinued operations .................. $ -- $ 134
======= =======
(1) Allocated interest expense based on the Company's annual average wholesale
borrowings rate which was 6.22% and 6.07% for the three months ended March 31,
2001and 2000, respectively.
4. INVESTMENTS IN NONWHOLLY-OWNED SUBSIDIARIES
In August 1999, WSFS Financial Corporation invested $5.5 million in
CustomerOne Financial Network, Inc (C1FN), a St Louis, Missouri based
corporation formed in 1998 for the express purpose of providing
direct-to-consumer marketing, servicing, Internet development and technology
management for "branchless" financial services. As a result of this investment,
C1FN's Internet-only banking structure became part of everbank.com(TM), a
division of WSFS. C1FN assists WSFS in managing the operations of
everbank.com.(TM) everbank.com(TM) began marketing Internet-only banking to a
national clientele in November of 1999.
WSFS is the single largest shareholder in C1FN, has majority control
through a voting trust and for the three months ended March 31, 2001, shared in
29% of the operating results of C1FN. In addition, WSFS received warrants for
the purchase of 20% additional ownership of C1FN.
On December 29, 2000, C1FN received a $5.0 million investment from a
third party investor, with a conditional commitment to invest an additional
$12.5 million if and when a separate bank charter is obtained for
everbank.com(TM). This investment effectively reduces WSFS' economic ownership
of C1FN to 29% at March 31, 2001. Since WSFS retains control of C1FN through a
voting trust, the results of C1FN will continue to be consolidated into the
operating results of WSFS until everbank.com(TM) obtains a separate banking
charter. If and when everbank.com(TM) obtains a banking charter, WSFS will no
longer have control. This investment may then be accounted for under the equity
method.
Additionally, in November 1999, the Corporation expanded the local retail home
equity lending business of Community Credit Corporation (CCC) which initially
started operations in 1994. CCC was renamed Wilmington National Finance, Inc.
(WNF) which expanded its sales to a national level and now aggregates loans
primarily through brokers and sells them to investors. WSFS retained a 51%
ownership with the remainder held by WNF's executives retained to lead the
expansion of WNF. WSFS also has warrants to obtain an additional 15% ownership
in WNF.
Both C1FN and WNF are consolidated into the financial statements of
WSFS Financial Corporation. The portion of equity and operating results
attributable to investors in C1FN and WNF, other than WSFS, are reported as
minority interest.
-9-
5. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
On January 1, 2000, the Corporation adopted Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments
and Hedging Activities", as amended by SFAS Nos. 137 and 138. This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of derivatives
depends on the derivative and the resulting designation. If certain conditions
are met, a derivative may be specifically designated as (a) a hedge of the
exposure to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of certain foreign currency
exposures. This Statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Corporation has elected earlier adoption as
permitted under this standard.
The Corporation's only derivative that requires separate accounting
under SFAS 133 is an interest-rate cap with a notional amount of $50 million
which limits 3-month LIBOR to 6% for ten years ending December 1, 2008. The cap
is being used to hedge the cash flows of $50 million in trust preferred floating
rate debt. The cap was recorded at the date of purchase in other assets, at a
cost of $2.4 million. The fair market value (FMV), which at inception is equal
to the cost, is broken into two components: the intrinsic value and the time
value of the option. The cap is marked-to-market quarterly, with changes in the
intrinsic value of the cap, net of tax, included in a separate component of
other comprehensive income and changes in the time value of the option included
directly in interest expense as required under SFAS 133. In addition, the
ineffective portion, if any, will be expensed in the period in which
ineffectiveness is determined. It has been determined that the hedge is highly
effective and can reasonably be expected to remain so. Management is not aware
of any events that would result in the reclassification into earnings of gains
and losses that are currently reported in accumulated other comprehensive income
except for the change in the FMV of the interest rate cap which pertains to the
time value of the hedging instrument. The fair value is estimated using quoted
prices for similar instruments.
The following depicts the change in fair market value of the interest
rate cap:
For the three months ended
-------------------------------------------------------------------------------
2001 2000
----------------------------------- -----------------------------------
At At At At
December 31 Change March 31 January 1 Change March 31
----------- ------ -------- --------- ------ --------
(In Thousands)
Intrinsic value (1) $ 193 $ (67) $ 126(1) $ 2,813 $ (440) $2,373(1)
Time value (2) 1,804 70(2) 1,874 2,131 (57)(2) 2,074
------- -------- ------- ------- ------- -------
Total $ 1,997 $ 3 $ 2,000 $ 4,944 $ (497) $ 4,447
======= ======== ======= ======= ======= =======
1. Included in other comprehensive income, net of taxes.
2. Included in interest expense on the hedged item (trust preferred
borrowings).
An additional provision of SFAS 133 affords the opportunity to
reclassify investment securities between held-to-maturity, available-for-sale
and trading at the date of adoption. Accordingly, the Corporation reclassified
$131.0 million in investments and mortgage-backed securities from
held-to-maturity to available-for-sale and recorded on unrealized loss of $2.4
million net of tax. Of the $131.0 million transferred, $55.4 million was sold at
a loss of $1.3 million, net of tax, during the quarter of adoption. In
accordance with SFAS No. 133, this loss was included in the statement of
operations as a cumulative effect of a change in accounting principle.
-10-
6. COMPREHENSIVE INCOME
The following schedule depicts other comprehensive income as required
by SFAS No. 130:
Three Months Ended March 31,
----------------------------
2001 2000
----------- ------------
(Unaudited)
(In Thousands)
Net income ............................................................ $ 3,720 $ 4,138
Other Comprehensive Income:
Net unrealized holding gains (losses) on securities
available-for-sale arising during the period........................... 1,704 (2,458)
Net unrealized holding loss arising during the period on derivatives
used for cash flow hedge............................................. (44) (286)
Reclassification adjustment for losses included in net income - 1,603
------- -------
Total comprehensive income, before other comprehensive income that
resulted from the cumulative effect of a change in
accounting principle................................................... 5,380 2,997
Net unrealized gain on derivatives used for cash flow hedging as a
result of adopting SFAS No. 133........................... - 1,828
------- -------
Total comprehensive income........................................ $ 5,380 $ 4,825
======= =======
-11-
WSFS FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
WSFS Financial Corporation (Company or Corporation) is a savings and
loan holding company headquartered in Wilmington, Delaware. Substantially all of
the Corporation's assets are held by its subsidiary, Wilmington Savings Fund
Society, FSB (the Bank or WSFS). The long-term goal of the Corporation is to
maintain its high-performing financial services company status by focusing on
its core banking business while developing unique profitable niches in
complementary businesses which may operate outside the Bank's geographical
footprint. Founded in 1832, WSFS is one of the oldest financial institutions in
the country. It has operated under the same name and charter serving the
residents of Delaware for over 169 years. WSFS is the largest thrift institution
headquartered in Delaware and among the four largest financial institutions in
the state on the basis of total deposits traditionally garnered in-market. The
Corporation's primary market area is the Mid-Atlantic region of the United
States which is characterized by a diversified manufacturing and service
economy.
The Bank provides residential and commercial real estate, commercial
and consumer lending services, as well as cash management services funding these
activities primarily with retail deposits and borrowings. The banking operations
of WSFS are presently conducted from 28 retail banking offices located in
Northern Delaware and Southeastern Pennsylvania. Deposits are insured by the
Federal Deposit Insurance Corporation (FDIC).
Fully owned subsidiaries of the Bank include WSFS Credit Corporation
(WCC), which is engaged primarily in indirect motor vehicle leasing; and 838
Investment Group, Inc., which markets various insurance products and securities
through the Bank's branch system.
On December 21, 2000, the Board of Directors approved plans to
discontinue the operations of WCC and as a result, has exited the auto leasing
business. As discussed Note 3 of the Financial Statements, the results of WCC
are presented as discontinued operations, retroactively restated for all periods
presented.
In addition, the Bank has majority control of two non-wholly owned
subsidiaries, CustomerOne Financial Network (C1FN) and Wilmington National
Finance, Inc. (WNF). See Footnote 4 of the Consolidated Financial Statements for
further discussion.
FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY
Financial Condition
Total assets increased $57.4 million during the first three months of
2001 to $1.797 billion at March 31, 2001. This increase occurred predominantly
in mortgage-backed securities of $40.9 million and investment securities and
short-term investments of $40.2 million. The increase in investment securities
and short-term investments was the result of placing available funds in liquid
investments until they can be re-directed into higher yielding assets or used
for other corporate purposes. Net loans (including held for sale), increased
$2.0 million. These increases were partially offset by decreases of $17.5
million in net assets of discontinued operations. This decrease represents the
maturities and repayments of loans and leases at the Corporation's wholly owned
indirect leasing subsidiary, WCC. In addition, stock in the Federal Home Loan
Bank of Pittsburgh (FHLB) decreased by $12.0 million, due to redemptions.
-12-
Total liabilities increased $55.1 million during the first quarter of
2001, to $1.691 billion. Total retail deposits increased $82.9 million,
including an increase of $50.0 million at C1FN/everbank. Partially offsetting
this increase was a $31.9 million decline in brokered deposits, mainly due to
maturities. Also during the quarter the Corporation used excess liquidity to
repay $12.0 million in borrowings from the FHLB
Capital Resources
Stockholders' equity increased $3.0 million between December 31, 2000
and March 31, 2001. This increase reflects net income of $3.7 million for the
first quarter of 2001. In addition, other comprehensive income increased $1.7
million. This increase was partially offset by the purchase of 150,000 shares at
$2.0 million ($13.31 per share average). At March 31, 2001, the Corporation held
in its treasury 4,774,769 shares of its common stock at a cost of $56.5 million.
A table presenting the Bank's consolidated capital position relative to
the minimum regulatory requirements as of March 31, 2001 (in thousands):
To be Well-Capitalized
Consolidated For Capital Under Prompt Corrective
Bank Capital Adequacy Purposes Action Provisions
----------------------------- ------------------------ ------------------------
Percentage of Percentage of Percentage of
Amount Assets Amount Assets Amount Assets
------ -------- ------ ------ ------ ------
Total Capital
(to Risk-Weighted Assets) ........ $152,512 12.88% $94,747 8.00% $118,434 10.00%
Core Capital (to Adjusted
Tangible Assets).................. 143,371 7.96 72,035 4.00 90,043 5.00
Tangible Capital (to Tangible
Assets) .......................... 143,371 7.96 27,013 1.50 N/A N/A
Tier 1 Capital (to Risk-Weighted
Assets)........................... 143,371 12.11 N/A N/A 71,060 6.00
Under Office of Thrift Supervision (OTS) capital regulations, savings
institutions such as the 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 - and possibly additional discretionary-actions
by regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. At March 31, 2001 the Bank was in compliance with
regulatory capital requirements and was deemed a "well-capitalized" institution.
Liquidity
The OTS requires institutions, such as the Bank, to maintain a 4.0%
minimum liquidity ratio of cash and qualified assets to net withdrawable
deposits and borrowings due within one year. At March 31, 2001, the Bank's
liquidity ratio was 8.9% compared to 8.2% at December 31, 2000. Management
monitors liquidity daily and maintains funding sources to meet unforeseen
changes in cash requirements. It is the policy of the Bank to maintain cash and
investments at least slightly above required levels. The Corporation's primary
financing sources are deposits, repayments of loans and investment securities,
sales of loans and borrowings. In addition, the Corporation's liquidity
requirements can be accomplished through the use of its borrowing capacity from
the FHLB of Pittsburgh, the sale of certain securities and the pledging of
certain loans for other lines of credit. Management believes these sources are
sufficient to maintain the required and prudent levels of liquidity.
-13-
NONPERFORMING ASSETS
The following table sets forth the Corporation's nonperforming assets,
restructured loans and past due loans at the dates indicated. 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.
March 31, December 31,
2001 2000
--------- ------------
(In Thousands)
Nonaccruing loans:
Commercial .............................................. $ 2,747 $ 2,766
Consumer ................................................ 373 383
Commercial mortgages .................................... 2,450 2,272
Residential mortgages ................................... 2,848 2,704
Construction ............................................ 211 210
-------- ---------
Total nonaccruing loans ...................................... 8,629 8,335
Assets acquired through foreclosure .......................... 718 630
-------- ---------
Total nonperforming assets ................................... $ 9,347 $ 8,965
======== =========
Past due loans and leases:
Residential mortgages ................................... $ 29 $ 449
Commercial and commercial mortgages ..................... 705 790
Consumer ................................................ - 199
-------- ---------
Total past due loans ......................................... $ 734 $ 1,438
======== =========
Ratios:
Nonperforming loans to total
loans (1) ............................................ 0.90% 0.87%
Allowance for loan losses to total gross
Loans (1)............................................. 2.24 2.22
Nonperforming assets to total assets .................... .53 .52
Loan loss allowance to nonaccruing loans (2)............. 241.56 248.81
Loan and foreclosed asset allowance to total
nonperforming assets (2) .............................. 225.55 234.01
(1) Total loans exclude loans held for sale.
(2) The applicable allowance represents general valuation allowances only.
Nonperforming assets increased $382,000 between March 31, 2001 and
December 31, 2000. This increase resulted primarily from a $294,000 increase in
nonaccruing loans. An analysis of the change in the balance of nonperforming
assets is presented on the following page.
-14-
Three Months Ended Year Ended
March 31, 2001 December 31, 2000
--------------- ------------------
(In Thousands)
Beginning balance......................................... $ 8,965 $ 8,159
Additions ........................................... 1,648 8,332
Collections/sales ................................... (791) (4,323)
Transfers to accrual/restructured status............. (428) (1,227)
Charge-offs / write-downs............................ (47) (1,976)
---------- ---------
Ending balance............................................ $ 9,347 $ 8,965
========== =========
The timely identification of problem loans is a key element in the
Corporation's strategy to manage its loan portfolios. Timely identification
enables the Corporation to take appropriate action and, accordingly, minimize
losses. An asset review system established to monitor the asset quality of the
Corporation's loans and investments in real estate portfolios facilitates the
identification of problem assets. In general, this system utilizes guidelines
established by federal regulation; however, there can be no assurance that the
levels or the categories of problem loans and assets established by the Bank are
the same as those which would result from a regulatory examination.
INTEREST RATE SENSITIVITY
The matching of maturities or repricing periods of interest
rate-sensitive assets and liabilities to ensure a favorable interest rate spread
and mitigate exposure to fluctuations in interest rates is the Corporation's
primary focus for achieving its asset/liability management strategies.
Management regularly reviews interest-rate sensitivity of the Corporation and
adjusts sensitivity within acceptable tolerance ranges established by
management. Interest rate-sensitive assets of the Corporation exclude cash flows
that relate to the discontinued operations (WCC), however, funding of $186.2
million for these assets have been included. At March 31, 2001, interest-bearing
liabilities exceeded interest-earning assets that mature within one year
(interest-sensitive gap) by $218.3 million. The Corporation's interest-sensitive
assets as a percentage of interest-sensitive liabilities within the one-year
window increased to 77.59% at March 31, 2001 compared to 75.88% at December 31,
2000. Likewise, the one-year interest-sensitive gap as a percentage of total
assets increased to a negative 12.15% from a negative 12.66% at December 31,
2000. The change is the result of the Corporation's continuing effort to
effectively manage interest rate risk.
Market risk is the risk of loss from adverse changes in market prices
and rates. The Company's market risk arises primarily from interest rate risk
inherent in its lending, investing and funding activities. To that end,
management actively monitors and manages its interest rate risk exposure. One
measure, required to be performed by OTS-regulated institutions, is the test
specified by OTS Thrift Bulletin No. 13A "Management of Interest Rate Risk,
Investment Securities and Derivative Activities." This test measures the impact
on the net portfolio value ratio of an immediate change in interest rates in 100
basis point increments. The net portfolio value ratio is defined as the net
present value of assets minus liabilities, and plus or minus off-balance sheet
contracts divided by the net present value of assets. The chart on the following
page is the estimated impact of immediate changes in interest rates on net
interest margin and the net portfolio value ratio at the specified levels at
March 31, 2001 and 2000, calculated in compliance with Thrift Bulletin No. 13A:
-15-
March 31,
--------------------------------------------------------------------------
2001 2000(1)
Change in % Change in % Change in
Interest Rate Net Interest Net Portfolio Net Interest Net Portfolio
(Basis Points) Margin (1) Value Ratio(2) Margin (1) Value Ratio (2)
------------- ------------ --------------- ----------- ----------------
+300 6% 6.20% 6% 6.02%
+200 4% 6.24% 3% 6.47%
+100 2% 6.28% 2% 6.94%
0 0% 6.50% 0% 7.42%
-100 -1% 6.88% -2% 7.94%
-200 -3% 7.42% -4% 8.69%
-300 -4% 8.07% -6% 9.62%
(1) This column represents the percentage difference between net interest margin
in a stable interest rate environment and net interest margin as projected in
the various rate increments.
(2) This column represents the net portfolio value ratio of the Company in a
stable interest rate environment and the net portfolio value ratio as projected
in the various rate increments.
The Company's primary objective in managing interest risk is to
minimize the adverse impact of changes in interest rates on the Company's net
interest income and capital, while maximizing the yield /cost spread on the
Company's asset/liability structure. The Company relies primarily on its
asset/liability structure to control interest rate risk.
COMPARISON FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Results of Operations
The Corporation recorded net income of $3.7 million or $0.37 per
diluted share for the first quarter of 2001. This compares to $4.1 million or
$.37 per share for the same quarter last year. Results for the first quarter of
2001 for the Company's start-up initiatives, WNF and C1FN, on a pretax basis,
were breakeven for 2001 compared to a $1.4 million loss for 2000. Also during
the first quarter of 2001 a $421,000 ATM fraud loss was recorded. This loss was
the result of missing or misappropriated funds related to an armored car carrier
engaged to supply cash to ATM's operated by customers of Cash Connect, the ATM
division of WSFS.
Results for the first quarter of 2000 include a $5.8 million one-time
catch up adjustment to interest income related to the Company's reverse mortgage
portfolio. It also includes a $4.7 million pretax loss on the sale of $127
million in securities and loans as part of the Company's de-leverage /share
buyback program.
-16-
Net Interest Income
The table below provides information concerning the balances, yields and
rates on interest-earning assets and interest-bearing liabilities during the
periods indicated.
Three Months Ended March 31,
-------------------------------------------------------------------------------
2001 2000
----------------------------------- -----------------------------------
Average Yield/ Average Yield/
Balance Interest Rate(1) Balance Interest Rate (1)
--------- --------- ----- ---------- ---------- ------
(In Thousands)
Assets
Interest-earning assets:
Loans (2) (3):
Real estate loans (4)............ $ 632,889 $ 12,775 8.07% $ 603,136 $ 12,196 8.09%
Commercial loans ................ 147,719 2,949 8.75 114,851 2,251 8.72
Consumer loans................... 174,862 4,209 9.76 158,246 3,836 9.75
---------- --------- ---------- --------
Total loans.................... 955,470 19,933 8.46 876,233 18,283 8.47
Mortgage-backed securities (5)........ 365,877 6,012 6.57 406,035 6,620 6.52
Loans held-for-sale (3)............... 25,182 640 10.17 22,636 406 7.17
Investment securities (5)............. 24,603 455 7.40 41,194 707 6.87
Investment in reverse mortgages....... 34,209 1,784 20.86 30,507 7,767 101.84
Other interest-earning assets ........ 56,450 794 5.70 42,302 709 6.74
---------- --------- ---------- --------
Total interest-earning assets.... 1,461,791 29,618 8.18 1,418,907 34,492 9.80
--------- --------
Allowance for loan losses............. (21,587) (22,566)
Cash and due from banks............... 63,902 54,359
Net assets from discontinued operations 190,389 237,965
Other noninterest-earning assets 46,148 38,346
---------- ----------
Total assets..................... $1,740,643 $1,727,011
========== ==========
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Money market and interest-
bearing demand................. $ 257,171 2,432 3.84 $ 85,823 546 2.56
Savings.......................... 300,057 2,588 3.50 258,897 2,286 3.55
Retail time deposits ............ 297,546 3,876 5.28 272,629 3,129 4.62
Jumbo certificates of deposits .. 21,975 319 5.89 28,613 392 5.51
Brokered certificates of deposit. 130,464 2,173 6.75 138,825 2,082 6.03
---------- --------- ---------- --------
Total interest-bearing deposits 1,007,213 11,388 4.59 784,787 8,435 4.32
FHLB of Pittsburgh advances........... 335,333 4,997 6.04 507,099 7,287 5.78
Trust preferred borrowings............ 50,000 964 7.71 50,000 1,143 9.04
Other borrowed funds.................. 94,397 1,437 6.09 151,644 2,318 6.05
Cost of funding discontinued operations - (2,992) - (3,357)
---------- --------- ---------- --------
Total interest-bearing liabilities 1,486,943 15,794 4.25 1,493,530 15,826 4.19
--------- --------
Noninterest-bearing demand deposits... 129,809 113,211
Other noninterest-bearing liabilities. 18,176 17,643
Minority interest .................... 5,373 4,842
Stockholders' equity.................. 100,342 97,785
---------- ----------
Total liabilities and stockholders'
equity........................ $1,740,643 $1,727,011
========== ==========
Deficit of interest-earning assets over
interest-bearing liabilities..... $ (25,152) $ (74,623)
========== ==========
Net interest and dividend income...... $ 13,824 $ 18,666
========= ========
Interest rate spread.................. 3.93% 5.61%
Net interest margin................... 3.86% 5.34%
Net interest and dividend income to
total average assets............. 3.24% 4.39%
(1) Weighted average yields have been computed on a tax-equivalent basis.
(2) Nonperforming loans are included in average balance computations.
(3) Balances are reflected net of unearned income.
(4) Includes commercial mortgage loans.
(5) Includes securities available-for-sale.
-17-
Net interest income decreased $4.8 million during the three months
ended March 31, 2001 compared to the first quarter of 2000. The decrease was due
primarily to a $5.8 million positive interest income adjustment in the reverse
mortgage portfolio which occurred in the first quarter of 2000. The adjustment
to the value of the portfolio was a result of improved cash flows driven by
strong residential real-estate markets and accelerated maturity events. The net
interest margin for the three months ended March 31, 2001 was 3.86% compared to
5.34% in the first quarter of 2000. Excluding the reverse mortgage adjustment,
the margin in 2000 would have been 3.69%, resulting in an increase of 17 basis
points between the periods. Total interest income, excluding the adjustment,
increased $1.0 million between comparable quarters. The increase is attributed
to the increase in average loans of $79.2 million, partially offset by the
decrease in mortgage-backed securities of $40.2 million. Total interest expense
was relatively unchanged between the comparable periods, as higher average
balances in deposits have offset the decrease in average balances in borrowings.
The cost of borrowings, including trust-preferred borrowings, increased 6 basis
points to 4.25% from 4.19% over the same period.
Allowance for Loan Losses:
The Corporation maintains allowances for credit losses and charges
losses to these allowances when such losses are realized. The allowances for
losses are maintained at a level which management considers adequate to provide
for known and inherent losses based upon an evaluation of risks in the
portfolios. Management's evaluation is based upon a continuing review of the
portfolios which include factors such as the identification of adverse
situations that may affect the borrower's ability to repay, a review of overall
portfolio quality, prior loss experience and an assessment of current and
expected economic conditions. Changes in economic conditions and economic
prospects of debtors can occur quickly, and as a result, impact the estimates
made by management.
The following table represents a summary of the changes in the
allowance for loan losses during the periods indicated.
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
-------------------- ------------------
(In Thousands)
Beginning balance ............................................ $21,423 $22,223
Provision for loan losses .................................... 393 228
Balance at acquisition for purchased credit card portfolio.... - 175
Charge-offs:
Residential real estate ................................. 18 28
Commercial real estate (1) .............................. - -
Commercial............................................... 168 12
Consumer (2) ............................................ 245 276
------- -------
Total charge-offs..................................... 431 316
------- -------
Recoveries:
Residential real estate ................................. - -
Commercial real estate (1) .............................. 26 182
Commercial .............................................. 74 17
Consumer (2)............................................. 33 190
------- -------
Total recoveries ..................................... 133 389
------- -------
Net charge-offs (recoveries).................................. 298 (73)
------- -------
Ending balance................................................ $21,518 $22,699
======= =======
Net charge-offs (recoveries) to average gross loans
outstanding, net of unearned income (3).................... .12% (.03)%
======= =======
(1) Includes commercial mortgages and construction loans.
(2) Includes finance-type leases.
(3) Ratio for the three months ended March 31, 2001 and 2000 are annualized.
-18-
Other Income
Other income for the three months ended March 31, 2001 was $8.1 million
compared to $1.1 million for the first quarter of 2000. This increase was mainly
due to a $2.9 million gain on the sale of loans during the first quarter of
2001, which was predominantly attributable to WNF. In addition, there were no
securities losses during the first quarter of 2001 compared to a $2.5 million
loss in the first quarter of 2000. Deposit service charges increased $495,000 in
2001, in comparison to the corresponding period in 2000, mainly due to a 35%
increase in retail deposits. Noninterest income at C1FN increased $621,000 over
the first quarter of 2000.
Other Expenses
Other expenses for the quarter ended March 31, 2001 was $16.8 million
or $3.4 million above the first quarter of 2000. This increase, associated with
salary related expenses and premises and equipment expenses, relate to the
opening four new retail offices and startup expenses for two new subsidiaries,
WNF and C1FN. These two subsidiaries added approximately $2.2 million in
additional expenses to the consolidated results compared to the first quarter of
2000. Also during the first quarter of 2001 a $421,000 ATM fraud loss was
recorded. This loss related to missing or misappropriated funds related to an
armored car carrier engaged to supply cash to ATM's operated by customers of
Cash Connect, the ATM division of WSFS.
Income Taxes
The Corporation and its subsidiaries file a consolidated federal income
tax return and separate state income tax returns. Income taxes are accounted for
in accordance with SFAS No. 109, which requires the recording of deferred income
taxes for tax consequences of "temporary differences". The Corporation recorded
a provision for income taxes during the first quarter of 2001 of $1.7 million
compared to $1.3 million for the same period in 2000. The effective tax rates
for the first quarter of 2001 and 2000 were 31% and 25%, respectively. These
effective rates reflect the recognition in the financial statements of certain
tax benefits, including the benefits related to the reverse mortgage portfolio,
and the fifty-percent interest income exclusion on an ESOP loan.
The Corporation analyzes its projections of taxable income on an
ongoing basis and makes adjustments to its provision for income taxes
accordingly.
Cumulative Effect of a Change in Accounting Principle
On January 1, 2000, the Corporation adopted Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments
and Hedging Activities". A provision of SFAS 133 affords the opportunity to
reclassify investment securities between held-to-maturity, available-for-sale
and trading. At adoption, the corporation reclassified $72.5 million in
investments and mortgage-backed securities from held-to-maturity to
available-for-sale. Of the $72.5 million transferred, $55.4 million was sold at
a loss of $1.3 million, net of tax. In accordance with SFAS No. 133, this loss
was included in the statement of operations as a cumulative effect of a change
in accounting principle.
In addition, the difference at January 1, 2000 between the fair value and
carrying value of $1.8 million, net of tax, relating to an interest rate cap is
included in comprehensive income as a cumulative change in accounting principle.
-19-
SEGMENT INFORMATION
Under the definition of SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information" the Corporation has three operating segments
at March 31, 2001 and March 31, 2000: Wilmington Savings Fund Society, FSB
(WSFS), CustomerOne Financial Network, Inc. (C1FN) and Wilmington National
Finance, Inc. (WNF). C1FN and WNF are not wholly-owned, but are
majority-controlled subsidiaries that began operations in 1999. As
majority-controlled subsidiaries, they are included in the consolidated
financial statements, including segment reporting.
The operations of WSFS Credit Corporation (WCC), which provided auto
loans and leases indirectly through unrelated auto dealerships within the
Mid-Atlantic region, was discontinued in 2000 and therefore is no longer defined
as a business segment. The segment information for 2000 has been restated,
accordingly.
The WSFS segment provides financial products within its geographical
footprint through its branch network to consumer and commercial customers.
The C1FN segment provides direct-to-customer marketing, servicing and
Internet development and technology management for "branchless" financial
services. C1FN received an additional investment in December 2000, which reduced
WSFS' ownership from 42% to 29%. WSFS retains majority control WSFS of C1FN
through a voting trust. WSFS and C1FN are engaged in a joint effort through a
division of WSFS, everbank.com, to provide internet banking on a national level.
The WNF segment, a 51% owned subsidiary, which began operations in
December 1999, is engaged in sub-prime home equity lending. WNF expanded sales
on a national level and now aggregates loans primarily through brokers and sells
them to investors.
Reportable segments are business units that offer different services to
distinct customers. The reportable segments are managed separately because they
operate under different regulations and provide services to distinct customers.
The Corporation evaluates performance based on pre-tax ordinary income and
allocates resources based on these results. Segment information for the three
months ended March 31, 2001 and 2000 follow:
-20-
For the Three Months Ended March 31,
-------------------------------------------------------------------------------------------
2001 2000
------------------------------------------- --------------------------------------------
(In Thousands)
WSFS C1FN WNF Total WSFS C1FN WNF Total
---- ---- --- ----- ---- ---- --- -----
External customer revenues:
Interest income $ 25,517 $ 3,515 $ 586 $ 29,618 $ 34,126 $ 366 $ - $ 34,492
Other income 4,626 633 2,791 8,050 886 12 189 1,087
---------- -------- ------- ---------- ---------- ------- ------ ----------
Total external customer revenues 30,143 4,148 3,377 37,668 35,012 378 189 35,579
---------- -------- ------- ---------- ---------- ------- ------ ----------
Intersegment revenues:
Interest income 417 0 14 431 - - 20 20
Other income 120 0 0 120 60 - - 60
---------- -------- ------- ---------- ---------- ------- ------ ----------
Total Intersegment revenues 537 0 14 551 60 - 20 80
---------- -------- ------- ---------- ---------- ------- ------ ----------
Total revenue 30,680 4,148 3,391 38,219 35,072 378 209 35,659
External customer expenses:
Interest expense 13,201 2,591 2 15,794 15,603 214 9 15,826
Other expenses 11,282 2,399 2,587 16,268 10,005 1,643 1,168 12,816
Other depreciation and
amortization 774 90 68 932 687 100 25 812
---------- -------- ------- ---------- ---------- ------- ------ ----------
Total external customer expenses 25,257 5,080 2,657 32,994 26,295 1,957 1,202 29,454
---------- -------- ------- ---------- ---------- ------- ------ ----------
Intersegment expenses:
Interest expense 14 0 417 431 20 - - 20
Other expenses 0 120 0 120 - 60 - 60
---------- -------- ------- ---------- ---------- ------- ------ ----------
Total Intersegment expenses 14 120 417 551 20 60 - 80
---------- -------- ------- ---------- ---------- ------- ------ ----------
Total expenses 25,271 5,200 3,074 33,545 26,315 2,017 1,202 29,534
Income before taxes and extraordinary
item $ 5,409 $ (1,052) $ 317 $ 4,674 $ 8,757 $(1,639) $ (993) $ 6,125
---------- -------- ------- ---------- ---------- ------- ------ ----------
Minority Interest (747) (1,231)
Provision for income taxes 1,701 2,096
Loss on disposal of discontinued
operations - -
Income from discontinued operations - 134
Cumulative effect of change in
accounting principle - (1,256)
---------- ----------
Consolidated net income $ 3,720 $ 4,138
========== ==========
Segment assets $1,557,009 $245,854 $33,608 $1,836,471 $1,597,559 $45,724 $3,612 $1,646,895
Elimination intersegment receivables (39,747) (9,462)
---------- ----------
Consolidated assets $1,796,724 $1,637,433
========== ==========
Capital expenditures $ 618 $ 173 $ 42 $ 833 $ 731 $ 894 $ 70 $ 1,695
-21-
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2000, the Financial Accounting Standards Board (FASB)
issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." This statement supercedes and replaces the
guidance in Statement 125. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, although it carries over most of Statement 125's
provisions without reconsideration. The Statement is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001 and for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. This Statement is to be applied
prospectively with certain exceptions. Other than those exceptions, earlier
retroactive application of its accounting provisions is not permitted. There was
no material impact, based upon this Statement, to the Company's financial
condition, equity, results of operations, or disclosures.
FORWARD LOOKING STATEMENTS
Within this discussion and analysis we have included certain "forward
looking statements" concerning the future operations of the Corporation. It is
management's desire to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. This statement is for the
express purpose of availing the Corporation of the protections of such safe
harbor with respect to all "forward looking statements" contained in our
financial statements. We have used "forward looking statements" to describe the
future plans and strategies including our expectations of the Corporation's
future financial results. Management's ability to predict results or the effect
of future plans and strategy is inherently uncertain. Factors that could affect
results include interest rate trends, competition, the general economic climate
in Delaware, mid-Atlantic region and the country as a whole, loan delinquency
rates, and changes in federal and state regulation, among others. These factors
should be considered in evaluating the "forward looking statements", and undue
reliance should not be placed on such statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Incorporated herein by reference from Item 2, of this quarterly report
on Form 10-Q.
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Corporation's Annual Stockholder's Meeting (the Meeting) held on
April 26, 2001, all of the nominees for director proposed by the Corporation
were elected. The votes cast for each nominee were as follows:
For Withheld
--- --------
John F. Downey 7,908,118 117,292
Thomas P. Preston 7,907,251 118,159
Marvin N. Schoenhals 7,722,323 303,087
R. Ted Weschler 7,908,104 117,306
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WSFS FINANCIAL CORPORATION
Date: May 11, 2001 /s/ MARVIN N. SCHOENHALS
-----------------------------------
Marvin N. Schoenhals
Chairman, President and
Chief Executive Officer
Date: May 11, 2001 /s/ MARK A. TURNER
-----------------------------------
Mark A. Turner
Chief Operating Officer
and Chief Financial Officer
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