WSFS Financial Corporation (Exact Name of Registrant As Specified in Its Charter)
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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 February 27, 2018 Date of Report (Date of earliest event reported) WSFS Financial Corporation (Exact name of registrant as specified in its charter) Delaware 001-35638 22-2866913 (State or other jurisdiction (SEC Commission (IRS Employer of incorporation) File Number) Identification Number) 500 Delaware Avenue, Wilmington, Delaware 19801 (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 THE REPORT Item 2.02 Results of Operation and Financial Condition and Item 7.01 Regulation FD Disclosures On February 27, 2018, the Registrant (WSFS or the Company) announced that it had entered into a settlement agreement with Universitas Education, LLC (Universitas), to resolve claims related to services provided by Christiana Bank & Trust Company (Christiana Trust) prior to WSFS’ acquisition of Christiana Trust in December 2010. WSFS previously disclosed this matter in its quarterly filings on Form 10-Q in 2017. Under the settlement agreement, WSFS will pay Universitas $12.0 million to fully settle the claims. As a result of this settlement, WSFS made revisions to its results of operations and other financial information that were reported in the Company’s earnings release issued on January 22, 2018. The revisions reflect the impact of the $12.0 million legal settlement. Previously reported earnings did not include a legal reserve for these claims based on management’s assessment that its valid factual and legal defenses to the claims made it unlikely that a loss would be incurred at that time. Accordingly, the Company's earnings release is revised to reflect: • Earnings of $50.2 million ($1.56 per diluted share) for 2017 and a loss of $9.8 million ($0.31 per share) for the fourth quarter of 2017. These earnings are $12.0 million lower ($9.3 million or $0.28 per diluted share after-tax for the full year 2017) as a result of higher legal costs related to the settlement agreement. • For 4Q 2017, return on assets (ROA) was (0.56)%, return on average tangible common equity (ROTCE) was( 6.60)% and the efficiency ratio was 74.9%. For the full-year 2017, ROA was 0.74%, ROTCE was 9.74% and the efficiency ratio was 64.9%. Core(1) earnings per share of $0.71 for 4Q17, as well as core ROA of 1.31%, core ROTCE of 16.46% and core efficiency ratio of 57.0% were all unchanged. Additionally, we have revised our fourth quarter and full-year 2017 investor presentation materials. A copy of the press release announcing the settlement , the revised results of operations and other financial information and revised investor presentation materials are furnished with this Form 8-K as exhibits. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 99.1 Press Release Dated February 27, 2018 99.2 Revised Earnings Release schedules as of and for the year ended December 31, 2017 99.3 Revised Investor Presentation Materials. (1) As used in this Form 8-K, core earnings per share (EPS), core return on assets (ROA), core return on tangible common equity (ROTCE) and core efficiency ratio are non-GAAP financial measures. For a reconciliation of these measures to their comparable GAAP measures, see Exhibit 99.2 under Item 9.01 of this Form 8-K. 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: February 27, 2018 By: /s/ Dominic C. Canuso Dominic C. Canuso Executive Vice President and Chief Financial Officer WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Contact: Dominic C. Canuso 302-571-6833 February 27, 2018 [email protected] Media Contact: Jimmy A. Hernandez 302-571-5254 [email protected] WSFS Reaches Settlement with Universitas Education, LLC WILMINGTON, Del. – WSFS Financial Corporation (WSFS), the parent company of WSFS Bank, announced today that it has entered into a settlement agreement with Universitas Education, LLC (Universitas), to resolve claims related to services provided by Christiana Bank & Trust Company (Christiana Trust) prior to WSFS’ acquisition of Christiana Trust in December 2010. WSFS previously disclosed the claims in its quarterly filings on Forms 10-Q in 2017. The claims relate to Christiana Trust’s role as “insurance trustee” of the Charter Oak Trust Welfare Benefit Plan (Charter Oak), and Universitas’ alleged loss after funds from certain life insurance benefits were misappropriated by certain individuals unaffiliated with Christiana Trust or WSFS. Universitas sought damages in excess of $54.0 million. WSFS settled the case for $12.0 million to avoid the uncertainties of arbitration and to end the expense of ongoing litigation.S eparately, WSFS will pursue all of its rights and remedies to recover this settlement payment and all related costs, including by enforcing the indemnity right in the 2010 Stock Purchase Agreement by which WSFS acquired Christiana Trust. Additionally, WSFS has already taken measures to recover expenses from various insurance carriers. WSFS intends to pursue all claims it has for full restitution for this settlement. “We are pleased to have reached an agreement on this years-old matter involving events alleged to have occurred prior to WSFS’ acquisition of Christina Trust,” said Rodger Levenson, Executive Vice President and Chief Operating Officer, WSFS Bank.“ With this agreement completed, we will focus on pursuing a full reimbursement for these costs.” The settlement for $12.0 million requires WSFS to update its previously reported fourth quarter 2017 earnings, reducing reported after-tax earnings by approximately $9.3 million, or $0.29 per share for the fourth quarter. The settlement will be reflected in the upcoming filing of our 2017 Form 10-K. About WSFS Financial Corporation WSFS Financial Corporation is a multi-billion dollar financial services company. Its primary subsidiary, WSFS Bank, is the oldest and largest locally-managed bank and trust company headquartered in Delaware and the Delaware Valley. As of December 31, 2017, WSFS Financial Corporation had $7.0 billion in assets on its balance sheet and $18.9 billion in assets under management and administration. WSFS operates from 76 offices located in Delaware (46), Pennsylvania (28), Virginia (1) and Nevada (1) and provides comprehensive financial services including commercial banking, retail banking, cash management and trust and wealth management. Other subsidiaries or divisions include Christiana Trust, WSFS Wealth Investments, Cypress Capital Management, LLC, West Capital Management, Powdermill Financial Solutions, Cash Connect®, WSFS Mortgage and Arrow Land Transfer. Serving the Delaware Valley since 1832, WSFS Bank is one of the ten oldest banks in the WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 United States continuously operating under the same name. For more information, please visit wsfsbank.com. ### WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 EXHIBIT 99.2 WSFS FINANCIAL CORPORATION FINANCIAL HIGHLIGHTS SUMMARY STATEMENTS OF INCOME (Unaudited) (Dollars in thousands, except per share data) Three months ended Twelve months ended December 31, September 30, December 31, December 31, December 31, 2017 2017 2016 2017 2016 Interest income: Interest and fees on loans $ 59,889 $ 58,504 $ 53,951 $ 229,147 $ 194,345 Interest on mortgage-backed securities 5,176 4,955 4,096 19,308 15,754 Interest and dividends on investment securities 1,124 1,139 1,212 4,648 4,872 Other interest income 367 412 433 1,623 1,607 66,556 65,010 59,692 254,726 216,578 Interest expense: Interest on deposits 4,626 3,862 2,687 14,904 9,421 Interest on Federal Home Loan Bank advances 2,206 2,402 1,310 8,263 4,707 Interest on senior debt 1,179 1,807 2,120 7,228 6,356 Interest on trust preferred borrowings 522 500 439 1,940 1,622 Interest on other borrowings 298 310 182 1,120 727 8,831 8,881 6,738 33,455 22,833 Net interest income 57,725 56,129 52,954 221,271 193,745 Provision for loan losses 4,063 2,896 5,124 10,964 12,986 Net interest income after provision for loan losses 53,662 53,233 47,830 210,307 180,759 Noninterest income: Credit/debit card and ATM income 9,710 9,350 7,969 36,116 29,899 Investment management and fiduciary revenue 9,420 8,809 8,081 35,103 25,691 Deposit service charges 4,666 4,695 4,634 18,318 17,734 Mortgage banking activities, net 1,508 1,756 1,409 6,293 7,434 Loan fee income 735 483 567 2,218 2,066 Investment securities gains, net 220 736 479 1,984 2,369 Bank-owned life insurance income 421 546 222 1,545 919 Other income