-----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, CmwZCUHSMxQSUV86hSK9sCIgVZYxiwgyP6jX5srrGIX6Uksz5R7NgWPYDEn6f/Tn ad7TzQ7vzBAkI2B+1ny+HA== 0000914317-06-001220.txt : 20060428 0000914317-06-001220.hdr.sgml : 20060428 20060428154526 ACCESSION NUMBER: 0000914317-06-001220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 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: 06789900 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-76392_wayne.txt 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) April 28, 2006 ------------------------------- 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) 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 230.425) [_] 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)) 1 Item 2.02 Results of Operations and Financial Condition - --------- --------------------------------------------- On April 28, 2006, Wayne Savings Bancshares, Inc. (the "Company") issued a press release announcing its earnings for the quarter and fiscal year ended March 31, 2006. A copy of the press release dated April 28, 2006 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) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits Exhibit No. Description - ----------- ----------- 99 Press release, dated April 28, 2006 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 28, 2006 By: /s/ H. Stewart Fitz Gibbon III ----------------------------------- H. Stewart Fitz Gibbon III Senior Vice President Chief Financial Officer 3 EX-99.1 2 ex99-1.txt Exhibit 99.1 NEWS RELEASE FOR RELEASE: IMMEDIATELY WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES EARNINGS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2006 Wooster, Ohio (April 28, 2006) - Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $562,000 or $.18 per diluted share for the fourth fiscal quarter ended March 31, 2006, compared to a net loss of $973,000 or $.26 per share for the quarter ended March 31, 2005. The increase in earnings was primarily due a significant decrease in general, administrative and other expense and, to a lesser extent, increases in net interest income and other income. Net interest income before provision for loan losses increased $142,000 for the quarter ended March 31, 2006, compared to the quarter ended March 31, 2005. Interest income increased $686,000 during the 2006 quarter as a result of prime rate increases and a shift in balance sheet composition from investment securities and mortgage loans toward higher yielding commercial loans. Interest expense increased $544,000 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. Other income increased $59,000, due primarily to a non-recurring gain of $78,000 on Bank Owned Life Insurance (BOLI) and trust income of $27,000. These increases were partially offset by a decrease of $27,000 on the gain on sale of real estate owned, a decrease of $12,000 in miscellaneous income and a decrease of $12,000 in annuity fee income due to decreased volume. General, administrative and other expense decreased by $1.9 million due to the acceleration of stock option and other benefit plan expense incurred during the quarter ended March 31, 2005 which were absent in the quarter ended March 31, 2006. For the fiscal year ended March 31, 2006, net earnings totaled $1.6 million, or $0.50 per diluted share, compared to net earnings of $381,000, or $0.11 per diluted share for the fiscal year ended March 31, 2005. Net earnings for fiscal 2005 were significantly impacted by the compensation costs discussed above. Net interest income before provision for loan losses increased $492,000 for fiscal 2006 compared to fiscal 2005. Interest income increased $2.1 million during fiscal 2006 from fiscal 2005, as a result of prime rate increases and a shift in balance sheet composition from investment securities and residential mortgage loans toward higher yielding commercial business and real estate loans. Interest expense increased $1.6 million during fiscal 2006 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. Other income increased $93,000, due primarily to a non-recurring gain of $116,000 on Bank Owned Life Insurance (BOLI) and an increase of $76,000 in trust fees, offset by a $104,000 decrease in cyclical gains on sale of loans. MORE PAGE 2 General, administrative and other expense for fiscal 2006 decreased by $1.0 million due to the absence of the aforementioned compensation costs in the current fiscal year. According to Phillip E. Becker, President and Chief Executive Officer, the Company has continued its strategic initiatives of growing the commercial lending and trust businesses during a period in which the Company has faced a rapidly changing interest rate environment. At March 31, 2006, Wayne Savings Bancshares, Inc. reported total assets of $403.4 million, unchanged from total assets of $403.4 million at March 31, 2005. Deposits increased $12.0 million, or 3.7% to $332.6 million from $320.6 million at March 31, 2005. Stockholders' equity at March 31, 2006 amounted to $35.5 million, or 8.8% of total assets. 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 SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER (330) 264-5767
WAYNE SAVINGS BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CONDITION (Dollars in thousands, except per share data) March 31, 2006 March 31, 2005 -------------- -------------- (Unaudited) ASSETS Cash, cash equivalents, & investment securities $ 87,479 $ 102,798 Mortgage-backed securities, net (1) 57,530 60,352 Loans receivable, net (1) 235,312 213,627 Federal Home Loan Bank stock 4,623 4,386 Office premises & equipment, net 8,557 8,922 Real estate acquired through foreclosure 156 35 Other assets 9,728 13,281 -------------- -------------- TOTAL ASSETS $ 403,385 $ 403,401 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Deposit accounts $ 332,570 $ 320,586 Advances from Federal Home Loan Bank 32,750 40,000 Advances by borrowers for taxes & insurance 521 612 Accounts payable on mortgage loans serviced for others 225 231 Other liabilities 1,804 1,773 -------------- -------------- TOTAL LIABILITIES 367,870 363,202 Common stock (3,934,874 and 3,907,318 shares of $.10 par value issued at March 31, 2006 and March 31, 2005, respectively) 393 391 Additional paid-in capital 35,604 35,133 Retained earnings 11,394 11,371 Less required contributions for shares acquired by Employee Stock Ownership Plan (1,239) (1,304) Less Treasury Stock (9,625) (4,600) Accumulated other comprehensive loss (1,012) (792) -------------- -------------- TOTAL STOCKHOLDERS' EQUITY 35,515 40,199 -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 403,385 $ 403,401 ============== ==============
(1) Includes available for sale classifications
CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in Thousands) Three Months Ended Fiscal Year Ended March 31, March 31, 2006 2005 2006 2005 ------------------- ------------------- (Unaudited) (Unaudited) Interest income $ 5,228 $ 4,542 $ 19,688 $ 17,632 Interest expense 2,315 1,771 8,280 6,716 -------- -------- -------- -------- Net interest income $ 2,913 $ 2,771 $ 11,408 $ 10,916 Provision for losses on loans 211 385 211 430 -------- -------- -------- -------- Net interest income after provision for loan losses $ 2,702 $ 2,386 $ 11,197 $ 10,486 Other income 456 397 1,777 1,684 General, administrative, and other expense 2,442 4,333 10,899 11,874 -------- -------- -------- -------- Earnings (Loss) before federal income taxes (benefit) $ 716 $ (1,550) $ 2,075 $ 296 Federal income taxes (benefit) 154 (577) 435 (85) -------- -------- -------- -------- Net earnings $ 562 $ (973) $ 1,640 $ 381 ======== ======== ======== ========
CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share data) For the Three Months Ended March 31, ------------------------- (Unaudited) 2006 2005 ---- ---- Quarterly Results - ----------------- Net Interest Income $ 2,913 $ 2,771 Net Earnings (Loss) $ 562 ($973) Earnings (Loss) Per Share: Basic 0.18 (0.26) Diluted 0.18 (0.26) Return on Average Assets (Annualized) 0.56% (0.98%) Return on Average Equity (Annualized) 5.9% (9.2%) For the Fiscal Year Ended March 31, --------------------------- (Unaudited) 2006 2005 ---- ---- Fiscal Year Results - ------------------- Net Interest Income $ 11,408 $ 10,916 Net Earnings $ 1,640 $ 381 Earnings Per Share: Basic 0.50 0.11 Diluted 0.50 0.11 Return on Average Assets 0.41% 0.10% Return on Average Equity 4.3% 0.9% March 31, March 31, 2006 2005 --------------------------- (Unaudited) End of Period Data - ------------------ Total Assets $ 403,385 $ 403,401 Stockholders' Equity to Total Assets 8.80% 9.97% -----END PRIVACY-ENHANCED MESSAGE-----