-----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, LfxVxXoCxPI8WYQBOQIO1RqjDQyqvWgPlYLXVdNRJaxV1RrSox2I5oIzfpDArxd9 mWdoBZTIxY2zJhqcAhV3TQ== 0000914317-05-003286.txt : 20051031 0000914317-05-003286.hdr.sgml : 20051031 20051031135824 ACCESSION NUMBER: 0000914317-05-003286 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051028 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051031 DATE AS OF CHANGE: 20051031 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: 051165830 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 form8k-71627_wayne.htm

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

Date of Report (Date of earliest event reported)    October 28, 2005

Wayne Savings Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Delaware 0-23433 31-1557791

(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

151 N. Market Street, 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)

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 (see General Instruction A.2 below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01 Regulation FD Disclosure

        On October 28, 2005, Wayne Savings Bancshares, Inc. (the “Company”) issued a press release announcing its earnings for the quarter and six months ended September 30, 2005. A copy of the press release dated October 28, 2005 is attached as Exhibit 99 to this report. The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 9.01 Financial Statements and Exhibits

(a)
(b)
(c)
(d)
Not applicable.
Not applicable.
Not applicable.
Exhibits

Exhibit Number Description
 
          99 Press release, dated October 28, 2005

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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 hereunto duly authorized.





Date: October 31, 2005






By:


WAYNE SAVINGS BANCSHARES, INC.



/s/ H. Stewart Fitz Gibbon III
H. Stewart Fitz Gibbon III
Senior Vice President
Chief Financial Officer


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EX-99 2 ex99.htm

Exhibit 99

NEWS RELEASE

FOR RELEASE: IMMEDIATELY

WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES EARNINGS FOR THE
QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2005

        Wooster, Ohio (October 28, 2005) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $467,000 or $.14 per diluted share for the second fiscal quarter ended September 30, 2005, compared to net earnings of $489,000 or $.13 per diluted share for the quarter ended September 30, 2004.

        Net interest income before provision for loan losses increased $60,000 for the quarter ending September 30, 2005 compared to the quarter ended September 30, 2004. Interest income increased $417,000 during the quarter as a result of prime rate increases and a shift in portfolio composition from investment securities and mortgage loans toward higher yielding commercial loans. Interest expense increased $357,000 during the quarter as a result of increased rates paid on certificates of deposit and a shift in deposit composition from savings and checking deposits to higher rate certificates of deposit. The increase in net interest income during the quarter was offset by a $47,000 decrease in other income and a $72,000 increase in general, administrative and other expense. The decrease in other income included an $82,000 decrease in cyclical gains on sale of loans offset by increases in other recurring fees of $38,000, including $18,000 in trust income. The increase in other expense, consisting mainly of higher compensation and benefits, was largely due to the hiring of additional personnel in order to enhance the scope and ability of the commercial lending department and to establish a trust department staffed by a team of qualified, experienced trust professionals.

        For the six month period ended September 30, 2005, net earnings totaled $907,000, or $0.27 per diluted share, compared to net earnings of $951,000, or $0.26 per diluted share for the six months ended September 30, 2004.

        Net interest income before provision for loan losses increased $240,000 for the six months ending September 30, 2005 compared to the six months ended September 30, 2004. Interest income increased $854,000 during the six month period as a result of prime rate increases and a shift in portfolio composition from investment securities and mortgage loans toward higher yielding commercial loans. Interest expense increased $614,000 during the six month period as a result of increased rates paid on certificates of deposit and a shift in deposit composition from savings and checking deposits to higher rate certificates of deposit. The increase in net interest income during the six month period was offset by a $44,000 decrease in other income and a $322,000 increase in general, administrative and other expense. The decrease in other income included a $73,000 decrease in cyclical gains on sale of loans offset by increases in other recurring fees of $42,000, including $28,000 in trust income. The increase in other expense, consisting mainly of higher compensation and benefits, for the six months ended September 30, 2005 compared to the same period in 2004, was largely due to the acquisition of Stebbins National Bank completed on June 1, 2004, and the hiring of additional personnel in order to enhance the scope and ability of the commercial lending department and to establish the trust department.

MORE


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        According to Phillip E. Becker, Executive Vice President, Chief Lending Officer and Interim Chief Executive Officer, the Company has continued its strategic initiatives of growing the commercial lending and trust businesses while aggressively managing interest rate risk though maintenance of a short duration investment portfolio and the reduction of the fixed rate mortgage loan portfolio.

        At September 30, 2005, Wayne Savings Bancshares, Inc. reported total assets of $393.2 million, a decrease of $10.2 million, or 2.5%, over total assets of $403.4 million at March 31, 2005. Deposits increased $5.2 million, or 1.6% to $325.8 million from $320.6 million at March 31, 2005. Stockholders’ equity on September 30, 2005 amounted to $36.4 million, resulting in a capital-to-assets ratio of 9.27%.

        Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.


Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company’s market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

CONTACT PERSON: H. STEWART FITZ GIBBON III
SVP/CFO
(330) 264-5767






WAYNE SAVINGS BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands, except per share data)

September 30, 2005
(Unaudited)
March 31, 2005
 
ASSETS            
     
Cash, cash equivalents & investment securities     $ 71,288   $ 91,762  
Mortgage-backed securities, net (1)       49,191     60,352  
Loans receivable, net (1)       225,698     213,627  
Federal Home Loan Bank stock       4,494     4,386  
Office premises & equipment, net       8,738     8,922  
Real estate acquired through foreclosure       49     35  
Other assets       33,720     24,317  


          TOTAL ASSETS     $ 393,178   $ 403,401  


     
LIABILITIES AND STOCKHOLDERS' EQUITY    
Deposit accounts     $ 325,818   $ 320,586  
Advances from Federal Home Loan Bank       28,500     40,000  
Advances by borrowers for taxes & insurance       602     612  
Accounts payable on mortgage loans serviced for others       194     231  
Other liabilities       1,617     1,773  


          TOTAL LIABILITIES       356,731     363,202  
     
Common stock (3,934,874 and 3,907,318 shares of $.10 par value issued    
    at September 30, 2005 and March 31, 2005, respectively       393     391  
Additional paid-in capital       35,509     35,133  
Retained earnings       11,463     11,371  
Less required contributions for shares acquired by Employee Stock Ownership Plan       (1,280 )   (1,304 )
Less Treasury Stock       (9,256 )   (4,600 )
Accumulated other comprehensive loss       (382 )   (792 )


          TOTAL STOCKHOLDERS' EQUITY       36,447     40,199  


     
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 393,178   $ 403,401  


(1) Includes available for sale classifications    
     


CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in Thousands)

Three Months Ended
September 30,
Six Months Ended
September 30,
2005 2004 2005 2004

(Unaudited)

(Unaudited)
                                     
Interest income     $ 4,798       $ 4,381       $ 9,479       $ 8,625  
Interest expense       1,966         1,609         3,848         3,234  

 
 
 
     Net interest income       2,832         2,772         5,631         5,391  
Provision for losses on loans       -         15         -         30  

 
 
 
     Net interest income after provision for loan losses       2,832         2,757         5,631         5,361  
Other income       446         493         854         898  
General, administrative, and other expense       2,652         2,580         5,271         4,949  

 
 
 
Earnings before federal income taxes       626         670         1,214         1,310  
Federal income taxes       159         181         307         359  

 
 
 
     Net earnings     $ 467       $ 489       $ 907       $ 951  

 
 
 


CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)

For the Three Months
ended September 30,

2005 2004
(Unaudited)
Quarterly Results   
   
Net Interest Income   $ 2,832   $ 2,772  
Net Earnings   $ 467   $ 489  
Earnings Per Share:  
   Basic    0.14    0.13  
   Diluted    0.14    0.13  
Return on Average Assets (Annualized)    0.47 %  0.51 %
Return on Average Equity (Annualized)    5.00 %  4.70 %

For the Six Months
ended September 30,

2005 2004
(Unaudited)
Year to Date Results   
   
Net Interest Income   $ 5,631   $ 5,391  
Net Earnings   $ 907   $ 951  
Earnings Per Share:  
   Basic    0.27    0.26  
   Diluted    0.27    0.26  
Return on Average Assets (Annualized)    0.46 %  0.51 %
Return on Average Equity (Annualized)    4.70 %  4.50 %

September 30,
2005

March 31,
2005

(Unaudited)
End of Period Data   
   
Total Assets   $ 393,178   $ 403,401  
Stockholders' Equity to Total Assets    9.27 %  9.97 %

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