-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OWp+wI7pLFMIUIvhMNzfla6EtdENK22VezBkltQ7++YZJi6DM6xoLYP5yDfhiqfy bgVbtyFdm3Ei4SR0yin0RA== 0000946275-02-000360.txt : 20020628 0000946275-02-000360.hdr.sgml : 20020628 20020628142512 ACCESSION NUMBER: 0000946275-02-000360 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSFS FINANCIAL CORP CENTRAL INDEX KEY: 0000828944 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222866913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16668 FILM NUMBER: 02691055 BUSINESS ADDRESS: STREET 1: 838 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3027926000 MAIL ADDRESS: STREET 1: 838 MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: STAR STATES CORP DATE OF NAME CHANGE: 19920703 11-K 1 f11k_062702-0312.txt FORM SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) {X} ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ----------------------------------------------------- OR { } TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to --------------------- ------------------ Commission file number 0-16668 ---------- A. Full title of the plan and the address of the plan: WSFS Financial Corporation 401(k) Savings and Retirement Plan 838 Market Street Wilmington, DE 19899 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: WSFS Financial Corporation 838 Market Street Wilmington, DE 19899 REQUIRED INFORMATION The audited financial statements required are incorporated herein by reference from the Financial Statements and Supplemental Information, December 31, 2001, attached as Exhibit 1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. WSFS Financial Corporation 401(k) Savings and Retirement Plan DATE: June 26, 2002 \s\ Deborah A. Powell --------------------------------- Deborah Powell Executive Vice President WSFS FINANCIAL CORPORATION 401(k) savings and retirement plan Financial Statements and Supplemental Schedules December 31, 2001 and 2000 (With Independent Auditors' Report Thereon) WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Table of Contents Page Independent Auditors' Report 1 Statements of Net Assets Available for Benefits, December 31, 2001 and 2000 2 Statements of Changes in Net Assets Available for Benefits, Years ended December 31, 2001, 2000, and 1999 3 Notes to Financial Statements 4 Schedules: 1 Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2001 9 2 Schedule H, Line 4j - Schedule of Reportable Transactions, Year ended December 31, 2001 10 Independent Auditors' Report The Participants and Administrator WSFS Financial Corporation 401(k) Savings and Retirement Plan: We have audited the accompanying statements of net assets available for benefits of the 401(k) Savings and Retirement Plan of WSFS Financial Corporation (the Plan) as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the Plan's net assets available for benefits as of December 31, 2001 and 2000, and changes in net assets available for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in the schedules of assets (held at end of year) and reportable transactions is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP May 31, 2002 WSFS FInancial Corporation 401(k) savings and retirement plan Statements of Net Assets Available for Benefits December 31, 2001 and 2000 2001 2000 ----------- ----------- Assets: Investments (note 3) $16,698,779 14,490,634 ----------- ----------- Receivables: Employer contributions 82,751 37,995 Loans to participants 539,257 610,889 ----------- ----------- Total receivables 622,008 648,884 ----------- ----------- Net assets available for plan benefits $17,320,787 15,139,518 =========== =========== See accompanying notes to financial statements. 2 WSFS FInancial Corporation 401(k) savings and retirement plan Statements of Changes in Net Assets Available for Benefits Years ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ----------- ----------- Additions: Investment income: Interest and dividends $ 254,398 290,107 226,786 Net appreciation (depreciation) in fair value of investments 1,791,453 (253,407) (1,060,535) ----------- ----------- ----------- 2,045,851 36,700 (833,749) ----------- ----------- ----------- Contributions: Employer 1,004,158 884,609 754,431 Participants 847,225 1,477,399 697,657 ----------- ----------- ----------- 1,851,383 2,362,008 1,452,088 ----------- ----------- ----------- Total additions 3,897,234 2,398,708 618,339 Deductions: Benefits paid 1,715,965 1,943,908 732,186 ----------- ----------- ----------- Net increase (decrease) 2,181,269 454,800 (113,847) Net assets available for plan benefits: Beginning of year 15,139,518 14,684,718 14,798,565 ----------- ----------- ----------- End of year $17,320,787 15,139,518 14,684,718 =========== =========== ===========
See accompanying notes to financial statements. 3 WSFS FInancial Corporation 401(k) savings and retirement plan Notes to Financial Statements December 31, 2001, 2000, and 1999 (1) Description of Plan The purpose of the WSFS Financial Corporation 401(k) Savings and Retirement Plan (the Plan) is to encourage and assist employees in following a systematic savings program suited to their individual long-term financial objectives. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The following description of the Plan provides only general information. Participants should refer to the Plan Agreement or the Summary Plan Description for a more complete description of the Plan's provisions. (a) Eligibility All full- and part-time employees of WSFS Financial Corporation or its subsidiaries (the Employers) who were employed on or before June 30, 1993 were eligible to participate on the first of the month following 90 days of service. Employees hired after June 30, 1993 are eligible to participate following the completion of one year of continuous employment, 1,000 hours of service, and attainment of age 21. (b) Contributions Participants may authorize the Employers to make payroll deductions under the Plan from 1% to 15% of their total compensation not to exceed $10,500 in 2001. The percentage contribution may be increased, decreased, revoked, or resumed at any time during the year. Such changes are effective as of the next pay period. Contributions made by participants are credited to their individual accounts and are made on a pre-tax basis assuming applicable regulations set forth in the Internal Revenue Code are satisfied. All contributions made by the Employers on participants' behalf are also on a pre-tax basis. The Employers' contributions to the Plan are made monthly and comprise the following: Company Matching Contribution - An employer matching contribution program was implemented effective July 1, 1993, under which the Employers matched 25% of the employee's contribution up to 6%. This matching contribution program was amended effective July 1, 1997, such that the Employers match 100% of the employee's contribution up to 5% of total compensation. The matching contribution is in the form of WSFS Financial Corporation common stock. Employer Base Profit Sharing Contribution - Effective July 1, 1993, the Employers implemented a profit sharing program. The program was amended and effective as of July 1, 1997. The contribution for each eligible participant is calculated as a fixed percentage of the participant's total compensation. Prior to that, the contribution was calculated on a pro rata basis of the participant's compensation in relation to the total compensation of all participants. The profit sharing contribution is in the form of WSFS Financial Corporation common stock and consists of two parts: o Base Contribution - Awarded quarterly based on the fixed percentage established at the beginning of the year. o Supplemental Contribution - Awarded at year-end or shortly thereafter in the event the Employers equaled or exceeded budgeted targets for the entire year. 4 (Continued) WSFS FInancial Corporation 401(k) savings and retirement plan Notes to Financial Statements December 31, 2001, 2000, and 1999 For the years ended December 31, 2001, 2000, and 1999, no Supplemental Contribution was made. Excess Flexible Benefit Funds - Under the Employers' BeneFlex programs, employees are provided a fixed amount of funds by the Employers that can be used to purchase optional employee benefits. In lieu of purchasing such benefits, employees may direct all or part of these funds to be contributed to the Plan on their behalf. (c) Participants' Accounts Participants' accounts are credited for their contributions and the Employers' contribution made on their behalf. Participants' accounts are also credited with an allocation of the earnings or losses of the Plan fund in which each participant's account is invested based upon the change in unit share price of all funds and for the money market fund upon the ratio of the account balance to the total of all participants' account balances in that fund. (d) Vesting All employee contributions are 100% vested and are not subject to forfeiture for any reason. Employer contributions that are forfeited by participants reduce future Employer contributions. Employer contributions were vested immediately for employees who enrolled in the Plan prior to June 30, 1993. The Plan's vesting schedule was amended as of July 1, 1997. The new vesting schedule applies to all participants who enrolled in the Plan after June 30, 1993. The table below shows the vesting schedule (old and amended) for employees who enrolled in the Plan after June 30, 1993. Vested percentages Year of service Vested percentages as amended prior to amendment ---------------- ----------------------------- ------------------ 0-1 20% 0% 2 40% 0% 3 60% 20% 4 80% 40% 5 100% 60% 6 100% 80% 7 100% 100% (e) Withdrawals Participants' accounts are segregated between pre-January 1, 1988 and post-January 1, 1988 contributions. Employee contributions made subsequent to January 1, 1988 are made on a pre-tax basis, and withdrawals are subject to tax and, in certain instances, penalty. Effective January 1, 1993, the Plan is required to withhold federal income taxes at a flat rate of 20% on the taxable portion of withdrawals that are not directly rolled over into an Individual Retirement Account (IRA) or another qualified retirement plan. This withholding tax does not apply to minimum distributions and annuity payments. Participant interest payments on loans, which are recorded as earnings, are made on a post-tax basis. 5 (Continued) WSFS FInancial Corporation 401(k) savings and retirement plan Notes to Financial Statements December 31, 2001, 2000, and 1999 Under the Plan, participants may request hardship withdrawals of vested contributions (but not income earned on contributions after December 31, 1988), which must be approved by the Employee Benefits Committee and can only be made for one of the following reasons: 1. Purchase of primary residence of the participant 2. Preservation of primary residence 3. Certain medical expenses of a participant or their dependents 4. Tuition for the next semester or quarter of postsecondary education of the employee, spouse, or dependents. Hardship withdrawals are subject to applicable withholding taxes. (f) Loan Provision Under the Plan, participants may obtain loans up to 50% of their vested account balance with a minimum loan of $1,000 and a maximum loan of $50,000. The interest rate on loans is 10%. Interest paid on the loan is added to the participant's account balance. Loans are secured by the participant's interest in the Plan. (g) Administrative Expenses Expenses relating to the administration of the Plan are paid by WSFS Financial Corporation. Costs incurred by the Plan relating to voluntary removal of funds in the form of loan proceeds or withdrawals are borne by the Plan participants. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements are prepared on the accrual basis of accounting. Revenues and expenses are recognized when earned or incurred in accordance with generally accepted accounting principles. (b) Investments in Securities Investments in short-term securities are valued at cost that approximates market. Investments in mutual funds are valued at the net asset value of the fund, which is based on the quoted year-end market value of securities held by the fund. WSFS Financial Corporation common stock is valued at the year-end market price. (c) Revenue Recognition and Method of Accounting The Plan records all transactions on an accrual basis. Investment income is recorded as earned. The Plan calculates realized gains and losses and unrealized appreciation and depreciation as the difference between market value and cost; IRS Form 5500 calculates realized gains and losses and 6 (Continued) WSFS FInancial Corporation 401(k) savings and retirement plan Notes to Financial Statements December 31, 2001, 2000, and 1999 unrealized appreciation and depreciation as the difference between market value at time of sale and market value at the prior period year-end. (d) Fund Accounting for Income The mutual funds invest interest and dividend income within the fund to purchase more fund assets rather than distribute the income among investors in the fund. (3) Investments The following represents investments, at fair value, that are 5% or more of the Plan's net assets.
December 31, ------------------------------------ 2001 2000 ----------------- --------------- Schwab Institutional Advantage Money Fund $ 1,178,199 1,094,991 Strong Government Securities Fund 991,408 777,882 Oakmark Fund -- 1,026,803 Dreyfus Appreciation Fund 1,365,147 1,617,243 Dreyfus Small Company Value Fund 1,419,357 1,107,632 WSFS Financial Corporation common stock 7,937,048 5,791,651 Vanguard Index 500 1,080,948 1,314,903 Janus Worldwide Fund 1,189,795 1,759,529 Weitz Value 1,339,497 --
*Nonparticipant directed. During 2001, 2000, and 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $1,791,453, $(253,407), and $(1,060,535), respectively, as follows: 2001 2000 1999 -------------- ------------ ----------- Mutual funds $ (226,028) (360,025) 764,845 Common stock 2,017,481 106,618 (1,825,380) -------------- ------------ ----------- Total investments $ 1,791,453 (253,407) (1,060,535) ============== ============ =========== 7 (Continued) (4) Nonparticipant-Directed Investments Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
December 31, ---------------------------- 2001 2000 ----------- -------------- Net assets: WSFS Financial Corporation Common Stock and employer contribution receivable $ 8,019,799 5,829,646
Years ended December 31, ----------------------------------------- 2001 2000 1999 ----------- ----------- ------------ Changes in net assets: Contributions $ 1,002,953 948,726 836,121 Interest and dividends 76,912 71,490 37,506 Net appreciation (depreciation) 2,017,481 106,618 (1,825,380) Benefits paid to participants (753,296) (416,410) (158,603) Transfers to participant-directed investments (153,898) (535,289) (270,547) ----------- ----------- ------------ $ 2,190,152 175,135 (1,380,903) =========== =========== ============
(5) Income Tax Status The Plan has received a determination letter from the Internal Revenue Service (IRS) dated January 26, 1987, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Internal Revenue Code to maintain its qualification. On February 28, 2002, the Plan was amended and restated, effective January 1, 1997. The Employers have requested an updated determination letter from the IRS, but have not yet received it for the amended and restated Plan. The Employers believe that the Plan currently is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that, therefore, the Plan continues to qualify under Section 401(a) and the related trust continues to be tax-exempt as of December 31, 2001. Therefore, no provision for income taxes is included in the Plan's financial statements. (6) Description of Priorities Upon Plan Termination Although WSFS Financial Corporation has not expressed any intention to terminate the Plan, it may do so at any time. In the event of a termination, each participant will receive a total distribution equal to their vested share of each of the funds. All unvested Employer contributions revert to the Employers in the event of a plan termination. 8 Schedule 1 WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2001 Shares Fair value ------------ ------------ * Schwab Institutional Advantage Money Fund 1,164,487 $ 1,178,199 Strong Government Securities Fund 91,597 991,408 Oakmark Fund -- -- Dreyfus Appreciation Fund 35,809 1,365,147 Dreyfus Small Company Value Fund 68,039 1,419,357 * WSFS Financial Corporation common stock 455,640 7,937,048 Vanguard Index 500 Fund 10,167 1,080,948 Janus Worldwide Fund 27,024 1,189,795 Artisan Midcap 4,556 118,458 Weitz Value 38,939 1,339,497 Pax World 439,977 9,013 White Oak Growth 1,162,709 45,173 Artisan International 1,333,469 24,736 ----------- Total investments $16,698,779 =========== Loans to participants (interest rate of 10%) $ 539,257 =========== *Party-in-interest. 9 Schedule 2 WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Schedule H, Line 4j - Schedule of Reportable Transactions Year ended December 31, 2001 (single transaction or series of transactions in one issue aggregating 5% or more of the market value of plan assets at January 1, 2001)
Sales Number of Number of Name of party and ----------------------------- purchases and sales and description of assets Purchases Cost Proceeds Gain issuances redemptions - ------------------------------------ ------------ ------------ -------------- -------- --------------- ---------------- Series of transactions: *WSFS Financial Corporation common stock $ 1,615,785 1,380,612 1,519,519 138,907 66 158
*Party-in-interest. 10 EX-23 3 ex-23.txt INDEPENDENT AUDITORS' CONSENT Independent Auditors' Consent The Board of Directors WSFS Financial Corporation: We consent to incorporation by reference in the registration statements (Nos. 33-56108, 333-26099, 333-33713 and 333-40032) on Form S-8 of WSFS Financial Corporation of our report dated May 31, 2002, relating to the statements of net assets available for benefits of WSFS Financial Corporation 401(k) Savings and Retirement Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 2001, which report is included in the annual report on Form 11-K of WSFS Financial Corporation 401(k) Savings and Retirement Plan for the year ended December 31, 2001. /s/ KPMG LLP Philadelphia, Pennsylvania June 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----