-----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, SPOOZ+marcMs1NpzEkKNpcVIn34vKiGfvCi75beBeqDe2uqpHqXyDe2I7acDTJTP 22/qHA6/Z8OuDJDERAjLBw== 0000946275-06-000255.txt : 20060320 0000946275-06-000255.hdr.sgml : 20060320 20060320104139 ACCESSION NUMBER: 0000946275-06-000255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060316 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060320 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16668 FILM NUMBER: 06697680 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 8-K 1 f8k_031706-0312.txt FORM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2006 --------------------------------------------------------------------------- Date of Report (Date of earliest event reported) WSFS Financial Corporation --------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-16668 22-2866913 - ---------------------------- --------------- ------------- (State or other jurisdiction (SEC Commission (IRS Employer of incorporation) File No.) Identification Number) 838 Market Street, Wilmington, Delaware 19899 - ---------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302)792-6000 ------------- Not Applicable ---------------------------------------------------------------------------- (Former name or former address, if changed since last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: __ Written communications pursuant to Rule 425 under the Securities Act __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act WSFS FINANCIAL CORPORATION INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 8.01 Other Events ------------ On March 16, 2006, the Registrant issued a press release to report an adjustment to previously announced earnings for the quarter ended December 31, 2005. A copy of the press release is furnished with this Form 8-K as an exhibit. Item 9.01 Financial Statements and Exhibits --------------------------------- (d) Exhibits: 99 Press Release dated March 16, 2006 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, hereunto duly authorized. WSFS FINANCIAL CORPORATION Date: March 17, 2006 By: /s/Stephen A. Fowle ------------------------------- Stephen A. Fowle Chief Financial Officer EX-99 2 ex-99.txt PRESS RELEASE [LOGO] ----------- WSFS FINANICAL | CORPORATION | 838 Market Street, Wilmington, Delaware 19801 ----------- | PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Stephen Fowle March 16, 2006 (302) 571-6833 WSFS Reports Adjustment to Previously Announced 2005 Earnings WSFS Financial Corporation (NASDAQ/NMS: WSFS) today announced that it had reduced its previously announced fourth quarter 2005 earnings by $400,000, net of taxes. The adjustment relates to the Company's accounting under Statement of Financial Accounting Standards 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), for an interest rate cap entered into in connection with its trust preferred debt instrument. "The issue with respect to this transaction relates to a matter of documentation, rather than the purpose for which the interest rate cap was created or its economic substance as the cap continues to provide an effective hedge against potential future interest rate movements," said Stephen A. Fowle, WSFS' Chief Financial Officer. "The cumulative effect of this change is a non-cash decrease in earnings of $400,000, or $0.06 per diluted share, during the fourth quarter of 2005." The Company is reporting earnings of $7.1 million, or $1.03 per diluted share, and $27.9 million, or $3.89 per diluted share, for the three months and twelve months ended December 31, 2005, respectively. The revision affects interest expense in the Company's financial statements and results in a revised net (more) interest margin of 3.06% and 3.13% for the fourth quarter and twelve months of 2005, respectively. The equity of the Company is not affected as the change in value of the interest rate cap had previously impacted equity through the Other Comprehensive Income section rather than through current earnings. The Company has an interest rate cap that it uses to hedge the interest rate risk in its LIBOR-based trust preferred debt. The Company had previously applied a method of hedge accounting under SFAS 133 (the "critical terms match" method) that assumed the effectiveness of the hedging transaction. After further examination and in light of recent developments and discussions with its independent registered public accounting firm, KPMG LLP, the Company and its Audit Committee concluded that the cap transaction does not qualify for the critical-terms match method because of issues of documentation and an interest deferral feature of the trust preferred debt instrument. Therefore, any fluctuations in the market value should have been recorded through the Company's income statement. Mr. Fowle added, "It is important to understand that the revised accounting treatment for this transaction does not impact our revenue growth trends, our underlying loan and deposit growth or any of our key performance ratios in any significant manner. Additionally, the revised accounting treatment does not affect the fundamental economics of the hedge or of the institution." WSFS Financial Corporation is a $2.8 billion financial services company. At December 31, 2005, its principal subsidiary, Wilmington Savings Fund Society, FSB, operated 24 retail banking offices in all three counties in Delaware, as well as Chester and Delaware counties in Pennsylvania. Other continuing operating subsidiaries include: WSFS Investment Group, Inc., Montchanin Capital Management, Inc. and WSFS Reit, Inc. For more information, please visit the Bank's website at http://www.wsfsbank.com. **** -----END PRIVACY-ENHANCED MESSAGE-----