-----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, Eng9HsRdO44gXE0iDlOlkjTEzXUL2QOz77la6nv76DXcfJ6YkQnZ1MDpXC4/taz2 od00OBaivEvH0KxksHws8A== 0000891092-03-000790.txt : 20030424 0000891092-03-000790.hdr.sgml : 20030424 20030424134508 ACCESSION NUMBER: 0000891092-03-000790 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE SAVINGS BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0001036030 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 311557791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23433 FILM NUMBER: 03661838 BUSINESS ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 BUSINESS PHONE: 3302645767 MAIL ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 FORMER COMPANY: FORMER CONFORMED NAME: WAYNE SAVINGS BANKSHARES INC DATE OF NAME CHANGE: 19970319 8-K 1 e14684_8k.txt FORM 8-K 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 Date of Report (Date of earliest event reported): April 24, 2003 WAYNE SAVINGS BANCSHARES, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-23433 31-1557791 - ---------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 151 N. Market St., Wooster, Ohio 44691 - ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 264-5767 Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 99 Press release dated April 24, 2003 Item 9. Regulation FD Disclosure. The following information is furnished pursuant to this Item 9 and in satisfaction of Item 12, "Disclosure of Results of Operations and Financial Condition." On April 24, 2003, Wayne Savings Bancshares, Inc. (the "Company") announced its earnings for the three months and the year ended March 31, 2003. A copy of the press release dated April 24, 2003, describing earnings for these periods is attached as Exhibit 99 to this report. 2 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. WAYNE SAVINGS BANCSHARES, INC. DATE: April 24, 2003 By: /s/ Charles F. Finn ----------------------- Charles F. Finn President and Chief Executive Officer 3 EX-99.1 3 e14684ex99-1.txt PRESS RELEASE Exhibit 99.1 Wayne Savings Bancshares, Inc. Announces Earnings Increase WOOSTER, Ohio, April 24 /PRNewswire-FirstCall/ -- Wayne Savings Bancshares, Inc. (Nasdaq: WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $2.8 million, or $.95 per diluted share, for the fiscal year ended March 31, 2003. This represents a 52% increase over net earnings of $1.8 million, or $.71 per diluted share, for the fiscal year ended March 31, 2002. According to Charles F. Finn, President, the increase in net earnings for the 2003 fiscal year was primarily attributable to significant growth in net interest income after loan loss provision, which increased $2.0 million, or 22%, from $8.8 million to $10.8 million. The increase in net interest income was partially offset by a $701,000 increase in general, administrative and other expense, which consisted largely of an increase in employee compensation and benefits. A large portion of the increase was due to normal merit increases, an increase in employee benefit plan costs, and the hiring of additional executive staff needed for operating a fully converted, publicly traded stock company and for complying with enlarged federal regulations. Other income remained virtually unchanged year-to-year and federal income taxes increased $278,000 in fiscal 2003. President Finn stated, "We are particularly pleased the Company achieved a record year of earnings through an increase in core earnings and not through non-recurring gains from the sale of loans or securities. We are also extremely gratified over the tremendous amount of support from our loyal depositors and the investment community as reflected in their favorable response to our recent stock offering." Wayne Savings Bancshares, Inc., the newly re-organized Delaware holding company for Wayne Savings Community Bank, completed a second-step stock offering on January 8, 2003, at which time the holding company became wholly owned by public stockholders. In the subscription and community offering, the Company sold 2,040,816 shares, approximately the midpoint of the offering range, at a purchase price of $10.00 per share. For the quarter ended March 31, 2003, net earnings increased 58% to $872,000 or $.21 per diluted share, compared to $549,000 or $.21 per diluted share, reported in the comparable quarter of last year. Again, the primary driver of the earnings increase was a growth of $431,000 in net interest income, compared to the same quarter last year. At March 31, 2003, Wayne Savings Bancshares, Inc. reported total assets of $378.9 million, reflecting growth of $44 million, or 13% during the year. The asset total includes approximately $18.8 million in proceeds from the stock offering. Total deposits were $301 million and stockholders' equity totaled $44.9 million. Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc. has ten banking locations in Wayne, Holmes, Ashland, Medina, and Stark counties. WAYNE SAVINGS BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CONDITION (Dollars in thousands, except per share data) March 31, 2003 March 31, 2002 (Unaudited) ASSETS Cash, cash equivalents, & investment securities $53,336 $50,169 Mortgage-backed securities, net (A) 76,002 17,326 Loans receivable, net (A) 228,373 251,172 Federal Home Loan Bank stock 4,041 3,767 Office premises & equipment, net 8,818 9,208 Real estate acquired through foreclosure 0 19 Other assets 8,369 3,182 TOTAL ASSETS $378,939 $334,843 LIABILITIES AND STOCKHOLDERS' EQUITY Deposit accounts $300,940 $300,957 Advances from Federal Home Loan Bank 30,000 5,000 Advances by borrowers for taxes & insurance 712 880 Accounts payable on mortgage loans serviced for others 130 116 Other liabilities 2,219 1,843 TOTAL LIABILITIES 334,001 308,796 Common stock (3,888,636 shares of $.10 par value at March 31, 2003 and 2,640,835 shares of $1.00 par value at March 31, 2002.) 389 2,641 Additional paid-in capital 32,596 14,444 Retained earnings 11,830 10,121 Less: Treasury Stock (70,014 shares for March 31, 2002) 0 (1,181) Unrealized gain on mortgage-backed securities available for sale 123 22 TOTAL STOCKHOLDERS' EQUITY 44,938 26,047 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $378,939 $334,843 (A) Includes available for sale classifications. CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in Thousands) Three Months Ended Twelve Months Ended March 31, March 31, 2003 2002 2003 2002 (Unaudited) (Unaudited) Interest income $5,041 $5,293 $20,023 $21,309 Interest expense 2,066 2,749 9,169 12,348 Net interest income 2,975 2,544 10,854 8,961 Provision for losses on loans 16 16 91 134 Net interest income after provision for loan losses 2,959 2,528 10,763 8,827 Other income 487 358 1,649 1,657 General, administrative, and other expense 2,279 2,049 8,423 7,722 Earnings before federal income taxes 1,167 837 3,989 2,762 Federal income taxes 295 288 1,217 939 Net earnings $872 $549 $2,772 $1,823 CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share data) For the Three Months ended March 31, 2003 2002 (Unaudited) Quarterly Results Net Interest Income $2,975 $2,544 Net Earnings $872 $549 Earnings Per Share: Basic 0.21 0.21 Diluted 0.21 0.21 Return on Average Assets (Annualized) .92% .66% For the Year ended March 31, 2003 2002 (Unaudited) Year to Date Results Net Interest Income $10,854 $8,961 Net Earnings $2,772 $1,823 Earnings Per Share: Basic 0.96 0.71 Diluted 0.95 0.71 Return on Average Assets (Annualized) .78% .56% March 31, March 31, 2003 2002 (Unaudited) End of Period Data Total Assets $378,939 $334,843 Stockholders' Equity to Total Assets 11.86% 7.78% -----END PRIVACY-ENHANCED MESSAGE-----