10-K 1 form10k-85390_wayne.htm FORM 10-K form10k-85390_wayne.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 
þ
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Fiscal Year Ended March 31, 2007
OR
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission File No. 0-23433

WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

Delaware
31-1557791
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
151 North Market Street, Wooster, Ohio
44691
(Address of Principal Executive Offices)
Zip Code
(330) 264-5767
(Registrant’s telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:  Common Stock, par value $.10 per share
Securities Registered Pursuant to Section 12(g) of the Act:  None
 (Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES o    NO ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o    NO ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days.  YES ý    NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one.)

Large accelerated filer o
Accelerated filer   o
Non-accelerated filer   ý

Indicate by check mark whether the Registrant is shell company (as defined in Rule 12b-2 of the Exchange Act). YES o    NO ý

As of June 12, 2007, there were 3,194,109 issued and outstanding shares of the Registrant’s Common Stock.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 8, 2007, as reported on the Nasdaq Global Market, was approximately $37.4 million.



Wayne Savings Bancshares, Inc.
Form 10-K
For the Year Ended March 31, 2007

   
Business
1
Risk Factors
30
Unresolved Staff Comments
33
Properties
33
Legal Proceedings
34
Submission of Matters to a Vote of Security Holders
34
     
   
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
 
 
    Purchases of Equity Securities
34
Selected Financial Data
37
Management’s Discussion and Analysis of Financial Condition and Results
 
 
    of Operations
39
Quantitative and Qualitative Disclosures About Market Risk
49
Financial Statements and Supplementary Data
51
Change in and Disagreements with Accountants on Accounting and
 
 
    Financial Disclosure
90
Controls and Procedures
90
Other Information
90
     
   
Directors and Executive Officers of the Registrant
90
Executive Compensation
90
Security Ownership of Certain Beneficial Owners and Management and
 
 
    Related Stockholder Matters
91
Certain Relationships and Related Transactions and Director Independence
91
Principal Accountant Fees and Services
91
     
   
Exhibits and Financial Statement Schedules
91

 




PART I

ITEM 1.    Business

General

Wayne Savings Bancshares, Inc.

Wayne Savings Bancshares, Inc. (the “Company”), is a unitary holding company for Wayne Savings Community Bank (the “Bank”).  The only significant asset of the Company is its investment in the Bank.  At March 31, 2007, the Company had total assets of $405.7 million, total deposits of $333.5 million, and stockholders’ equity of $34.4 million.  On June 1, 2004, the Company acquired Stebbins Bancshares, Inc., and its national bank subsidiary, Stebbins National Bank of Creston, Ohio.  The acquisition of Stebbins National Bank increased the Bank’s branch network to eleven full-service locations.  The Company’s principal office is located at 151 North Market Street, Wooster, Ohio, and its telephone number at that address is (330) 264-5767.

Wayne Savings Community Bank

 The Bank is an Ohio-chartered stock savings and loan association headquartered in Wooster, Ohio.  The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”).  The Bank has been a member of the Federal Home Loan Bank (“FHLB”) System since 1937.
 
 The Bank is a community-oriented savings institution offering traditional financial services to its local community.  The Bank’s primary lending and deposit gathering area includes Wayne, Holmes, Ashland, Medina and Stark counties, where it operates eleven full-service offices.  This contiguous five-county area is located in northeast Ohio, and is an active manufacturing and agricultural market.  The Bank’s principal business activities consist of originating one- to four-family residential real estate loans, multi-family residential, commercial and non-residential real estate loans.  The Bank also originates consumer loans, and to a lesser extent, construction loans.  The Bank also invests in mortgage-backed securities and currently maintains a significant portion of its assets in liquid investments, such as U.S. Government and agency securities, municipal securities, federal funds, and deposits in other financial institutions.

During the most recent five fiscal years, the Company has rebalanced the loan portfolio by placing an increased emphasis on nonresidential real estate and commercial business loans.  Nonresidential real estate loans and commercial loans have increased from $12.1 million, or 5.2% of the loan portfolio and $3.6 million, or 1.5% of the total loan portfolio, respectively, at March 31, 2003, to $56.0 million, or 22.5%, and $32.6 million, or 13.1%, respectively, at March 31, 2007.  Correspondingly, one- to four-family residential loans have decreased from $200.8 million, or 86.4% of the total loan portfolio at March 31, 2003 to $144.2 million, or 57.8%, at March 31, 2007.  Nonresidential real estate loans and commercial loans generally carry higher yields and shorter terms than one- to four-family loans.  The increased emphasis on nonresidential real estate and commercial business loans have diversified the loan portfolio, expanded the Company’s product offerings and broadened the Company’s customer base.

The Bank’s principal executive office is located at 151 North Market Street, Wooster, Ohio, and its telephone number at that address is (330) 264-5767.


1


Market Area/Local Economy

The Bank, headquartered in Wooster, Ohio, operates in Wayne, Ashland, Medina, Holmes and Stark Counties in northeast Ohio.  Wooster, Ohio is located in Wayne County and is approximately midway between Cleveland and Columbus, Ohio.

Wayne County is characterized by a diverse economic base, which is not dependent on any particular industry.  It is one of the leading agricultural counties in the state.  Since 1892, Wooster has been the headquarters of the Ohio Agricultural Research and Development Center, the agricultural research arm of The Ohio State University.  In addition, Wayne County is also the home base of such nationally known companies like J.M. Smucker Company, Worthington Industries/The Gertsenslager Company, and the Wooster Brush Company.  It is also the home of many industrial plants, including Packaging Corporation of America, International Paper Company, Morton Salt, and FritoLay, Inc.  The City of Wooster has benefited from the commitment of the world renowned Cleveland Clinic as they have established new state of the art medical facilities.  Wayne County is also known for its excellence in education.  The College of Wooster was founded in 1866 and serves 1,800 students during the school season.  Other quality educational opportunities are offered by the Agricultural Technical Institute of The Ohio State University, and Wayne College, a branch of The University of Akron.  Wayne Savings operates four full-service offices in Wooster, one stand-alone drive-thru facility and one full-service office in both Rittman and Creston.

Ashland County, which is located due west of Wayne County, also has a diverse economic base.  In addition to its agricultural segment, Ashland County has manufacturing plants producing rubber and plastics, machinery, transportation equipment, chemicals, apparel, and other items.  Ashland is also the home of Ashland University.  The City of Ashland is the county seat and the location of two of the Bank’s branch offices.

Medina County, located just north of Wayne County, is the center of a fertile agricultural region.  Farming remains the largest industry in the county in terms of dollar value of goods produced.  However, over 100 small manufacturing firms also operate in the county.  The City of Medina is located in the center of the Cleveland-Akron-Lorain Standard Consolidated Statistical Marketing Area.  Medina is located approximately 30 miles south of Cleveland and 15 miles west of Akron.  Due to its proximity to Akron and Cleveland, a majority of Medina County’s labor force is employed in these two cities.  The Bank operates one full-service office in Medina County, which is located in the Village of Lodi.

Holmes County, located directly south of Wayne County, has a mostly rural economy.  The local economy depends mostly upon agriculture, light manufacturing, fabrics, and wood products.  Because of the scenic beauty and a large Amish settlement, revenues from tourism are becoming increasingly significant.  The county is also noted for its many fine cheese-making operations.  A large number of Holmes County residents are employed in Wayne County.  The City of Millersburg is the county seat and the location of one of the Bank’s branch offices.

Stark County, located directly east of Wayne County, is characterized by a diverse economy and over 1,500 different products are manufactured in the county.  Stark County also has a strong agricultural base, and ranks fourth in Ohio in the production of dairy products.  The major employers in North Canton are the Hoover Company, Diebold Incorporated (a major manufacturer of bank security products and automated teller machines) and the Timken Company (a world-wide manufacturer of tapered roller bearings and specialty steels). Jackson Township is the home to the Belden Village Shopping Center, while Plain Township is a residential and agricultural area with a few widely scattered light industries.  North Canton is the location of one of the Bank’s branches.

2


Lending Activities

General.  Historically, the principal lending activity of the Company has been the origination of fixed- and adjustable-rate mortgage (“ARM”) loans collateralized by one- to four-family residential properties located in its market area.  The Company originates ARM loans for retention in its portfolio, and fixed-rate loans that are eligible for resale in the secondary mortgage market.  The Company also originates loans collateralized by non-residential and multi-family residential real estate, as well as commercial business loans.  In recent years, the Company has been repositioning the loan portfolio by placing an increased emphasis on nonresidential real estate and commercial business loans.  The Company also originates consumer loans to broaden services offered to customers.

The Company has sought to make its interest-earning assets more interest rate sensitive by originating adjustable-rate loans, such as residential loans, nonresidential and commercial loans, home equity loans, and medium-term consumer loans.  The Company also purchases mortgage-backed securities generally with estimated remaining average lives of five years or less.  At March 31, 2007, approximately $100.7 million, or 32.6%, of the Company’s total loans and mortgage-backed securities consisted of loans or securities with adjustable interest rates.

The Company continues to actively originate fixed-rate mortgage loans, generally with 15 to 40 year terms to maturity, collateralized by one- to four-family residential properties.  One- to four-family fixed-rate residential mortgage loans generally are originated and underwritten according to standards that allow the Company to resell such loans in the secondary mortgage market for purposes of managing interest rate risk and liquidity.  Since November 2005, the Company has decided to retain all one- to four-family, fixed-rate residential mortgage loan originations with terms of 15 and 30 years in an attempt to stabilize this sector of the loan portfolio.  The Company retains servicing on its sold mortgage loans and realizes monthly service fee income.  The Company also originates interim construction loans on one- to four-family residential properties.

The Company has continued developing the commercial business loan program.  The purpose of this program is to increase the Company’s interest rate sensitive assets, increase interest income and diversify both the loan portfolio and the Company’s customer base.  The Company has three experienced commercial lenders to lead this effort.  The Company targets small local businesses with loan amounts in the $50,000 - $1.0 million range with a majority of such loans less than $500,000.  Gross commercial loans increased to $32.6 million at March 31, 2007 as compared to $21.6 million at March 31, 2006 and $3.6 million at March 31, 2003.  Further, the Company has placed an increased emphasis on nonresidential real estate loan products over the last five years.  Nonresidential real estate and land loans increased from $12.1 million, or 5.2%, of the total loan portfolio at March 31, 2003 to $56.0 million, or 22.5%, of the total loan portfolio at March 31, 2007.

At March 31, 2007, the company had one nonperforming commercial business loan amounting to $267,000 and no nonperforming nonresidential real estate and land loans.  The nonperforming commercial business loan was brought current in April 2007.



3


Analysis of Loan Portfolio.  Set forth below are selected data relating to the composition of the Company’s loan portfolio, including loans held for sale, by type of loan as of the dates indicated.
 
   
At March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
 $
   
%
   
 $
   
%
   
 $
   
%
   
 $
   
%
   
 $
   
%
 
 
 
(Dollars in thousands)        
 
Mortgage loans:
                                                                     
One- to four-family residential(1)
  $
144,217
      57.84 %   $
149,134
      62.40 %   $
157,658
      72.60 %   $
171,736
      81.97 %   $
200,764
      86.41 %
Residential construction loans
   
2,019
     
.81
     
4,675
     
1.96
     
4,053
     
1.87
     
2,914
     
1.39
     
3,548
     
1.53
 
Multi-family residential
   
8,938
     
3.59
     
7,930
     
3.32
     
7,872
     
3.63
     
6,800
     
3.25
     
8,512
     
3.66
 
Non-residential real estate/land(2)
   
56,049
     
22.48
     
50,778
     
21.25
     
29,187
     
13.44
     
18,439
     
8.80
     
12,067
     
5.19
 
Total mortgage loans
   
211,223
     
84.72
     
212,517
     
88.93
     
198,770
     
91.54
     
199,889
     
95.41
     
224,891
     
96.79
 
Other loans:
                                                                               
Consumer loans(3)
   
5,460
     
2.19
     
4,901
     
2.05
     
4,306
     
1.98
     
3,156
     
1.51
     
3,892
     
1.67
 
Commercial business loans
   
32,648
     
13.09
     
21,550
     
9.02
     
14,075
     
6.48
     
6,471
     
3.08
     
3,571
     
1.54
 
Total other loans
   
38,108
     
15.28
     
26,451
     
11.07
     
18,381
     
8.46
     
9,627
     
4.59
     
7,463
     
3.21
 
Total loans before net items
   
249,331
      100.00 %    
238,968
      100.00 %    
217,151
      100.00 %    
209,516
      100.00 %    
232,354
      100.00 %
Less:
                                                                               
Loans in process
   
7,334
             
1,729
             
1,638
             
2,579
             
2,244
         
Deferred loan origination fees
   
425
             
443
             
512
             
679
             
1,059
         
Allowance for loan losses
   
1,523
             
1,484
             
1,374
             
815
             
678
         
Total loans receivable, net
  $
240,049
            $
235,312
            $
213,627
            $
205,443
            $
228,373
         
Mortgage-backed securities, net(4)
  $
69,065
            $
55,731
            $
60,352
            $
88,428
            $
76,002
         
                                                                                 
_________________________________
(1)
Includes variable-rate home equity lines of credit collateralized by second mortgages in the aggregate amount of $19.2 million, $20.9 million, $20.3 million, $20.3 million, and $21.2 million as of March 31, 2007, 2006, 2005, 2004 and 2003, respectively.  Such loans have been underwritten on substantially the same basis as the Company’s first mortgage loans.
(2)
Includes land loans of $204,000, $674,000, $1.4 million, $575,000 and $813,000 as of March 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(3)
Includes fixed-rate second mortgage loans of $425,000 $783,000, $1.4 million, $535,000 and $859,000 as of March 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(4)
Includes mortgage-backed securities designated as available for sale.


4


 
           Loan and Mortgage-Backed Securities Maturity and Repricing Schedule.  The following table sets forth certain information as of March 31, 2007, regarding the dollar amount of loans and mortgage-backed securities maturing in the Company’s portfolio based on their contractual terms to maturity.  Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less.  Adjustable and floating rate loans and mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust rather than in which they mature, and fixed-rate loans and mortgage-backed securities are included in the period in which the final contractual repayment is due.  Fixed-rate mortgage-backed securities are assumed to mature in the period in which the final contractual payment is due on the underlying mortgage.

         
One
   
Three
   
Five
   
Ten
   
Beyond
       
   
Within
   
Through
   
Through
   
Through
   
Through
   
Twenty
       
   
One Year
   
Three Years
   
Five Years
   
Ten Years
   
Twenty Years
   
Years
   
Total
 
   
(In Thousands)
 
                                           
Mortgage loans:
                                         
One- to four-family residential:
                                         
Adjustable
  $
28,963
    $
8,716
    $
2,779
    $
-
    $
-
    $
-
    $
40,458
 
Fixed
   
401
     
928
     
975
     
17,918
     
31,878
     
51,659
     
103,759
 
Construction:(1)
                                                       
Adjustable
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Fixed
   
-
     
-
     
-
     
-
     
-
     
1,202
     
1,202
 
Multi-family residential, nonresidential and land:
                                                       
Adjustable
   
13,215
     
13,269
     
3,260
     
9,711
     
-
     
-
     
39,455
 
Fixed
   
208
     
1,204
     
894
     
2,564
     
7,222
     
13,440
     
25,532
 
Other Loans:
                                                       
Commercial business loans
   
15,667
     
5,688
     
2,244
     
1,305
     
621
     
606
     
26,131
 
Consumer
   
753
     
1,459
     
2,372
     
737
     
19
     
120
     
5,460
 
Total loans
  $
59,207
    $
31,264
    $
12,524
    $
32,235
    $
39,740
    $
67,027
    $
241,997
 
                                                         
Mortgage-backed securities, net(2)
  $
5,619
    $
894
    $
1,443
    $
15,050
    $
19,830
    $
26,537
    $
69,373
 
_____________________________
(1)
Amounts shown are net of loans in process of $817,000 in construction loans and $6.5 million of commercial loans.
(2)
Includes mortgage-backed securities available for sale.  Does not include premiums of $589,000, discounts of $677,000 and unrealized losses of $220,000.


5


The following table sets forth at March 31, 2007, the dollar amount of all fixed-rate and adjustable-rate loans and mortgage-backed securities maturing or repricing after March 31, 2008.

   
Fixed
   
Adjustable
 
   
(In thousands)
 
Mortgage loans:
           
One- to four-family residential
  $
103,358
    $
11,495
 
Construction (1)
   
1,202
     
-
 
Multi-family residential, non-residential and land (1)
   
25,324
     
26,240
 
Consumer
   
4,707
     
-
 
Commercial business
   
8,215
     
2,249
 
Total loans
  $
142,806
    $
39,984
 
Mortgage-backed securities, net
  $
63,754
    $
-
 

_____________________________
(1)
Net of loans in process of $817,000 in residential construction loans and $6.5 million of commercial loans.

One- to Four-Family Residential Real Estate Loans.  The Company’s primary lending activity consists of the origination of one- to four-family, owner-occupied, residential mortgage loans on properties located in the Company’s market area.  The Company generally does not originate one- to four-family residential loans secured by properties outside of its market area.  At March 31, 2007, the Company had $144.2 million, or 57.8%, of its total loan portfolio invested in one- to four-family residential mortgage loans.

The Company’s fixed-rate loans generally are originated and underwritten according to standards that permit resale in the secondary mortgage market.  Whether the Company can or will sell fixed-rate loans into the secondary market, however, depends on a number of factors including the Company’s portfolio mix, gap and liquidity positions, and market conditions.  Moreover, the Company is more likely to retain fixed-rate loans if its one-year gap is positive.  The Company’s fixed-rate mortgage loans are amortized on a monthly basis with principal and interest due each month.  One- to four-family residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers may refinance or prepay loans at their option.  The Company’s one- to four-family residential portfolio has declined $4.9 million, or 3.3%, from March 31, 2006 to March 31, 2007.  This reduction was due mainly to the continuing low long term interest rate environment, which prompted many mortgage customers to refinance their loans, and the local market’s sluggish demand for residential real estate loans.  The Company had no new secondary market loan sales in fiscal 2007, as during the third quarter of fiscal 2006, the Company’s management temporarily halted sales of loans in order to stabilize balances in this segment of the loan portfolio.  There were no loans identified as held for sale in any of the last five fiscal years ended as of March 31, 2007.  Loans sold in the secondary market totaled $6.1 million, $6.7 million, $6.2 million and $4.0 million for the fiscal years ended March 31, 2006, 2005, 2004 and 2003, respectively.  Such sales generally constituted current period originations.

The Company currently offers one- to four-family residential mortgage loans with terms typically ranging from 15 to 40 years, and with adjustable or fixed interest rates.  At March 31, 2007, no 40 year loans had been originated.  Originations of fixed-rate mortgage loans versus ARM loans are monitored on an ongoing basis and are affected significantly by the level of market interest rates, customer preference, the Company’s interest rate gap position, and loan products offered by the Company’s competitors.  Despite the Company’s emphasis on ARM loans, the low long term interest rate environment over the last few years has resulted in customer preference for fixed-rate mortgage loans.  As a result, during the fiscal year ended March 31, 2007, the Company’s ARM portfolio decreased by $2.1 million, or 5.0%.

6


The Company offers one ARM loan product.  The Treasury ARM loan adjusts annually with interest rate adjustment limitations of 2% per year and with a cap of 3% or 5% on total rate increases or decreases over the life of the loan.  The index on the Treasury ARM loan is the weekly average yield on U.S. Treasury securities, adjusted to a constant maturity of one year plus a margin.  However, these loans are underwritten at the fully-indexed interest rate.  All loans require monthly principal and interest payments and negative amortization is not permitted.  One- to four-family residential ARM loans totaled $40.5 million, or 16.7%, of the Company’s total loan portfolio at March 31, 2007.

The primary purpose of offering ARM loans is to make the Company’s loan portfolio more interest rate sensitive.  However, as the interest income earned on ARM loans varies with prevailing interest rates, such loans do not offer the Company predictable cash flows as would long-term, fixed-rate loans.  ARM loans carry increased credit risk associated with potentially higher monthly payments by borrowers as general market interest rates increase.  It is possible, therefore, that during periods of rising interest rates, the risk of default on ARM loans may increase due to the upward adjustment of interest costs to the borrower.  Management believes that the Company’s credit risk associated with its ARM loans is reduced because the Company has either a 3% or 5% cap on interest rate increases during the life of its ARM loans.

The Company also offers home equity loans and equity lines of credit collateralized by a second mortgage on the borrower’s principal residence.  In underwriting these home equity loans, the Company requires that the maximum loan-to-value ratios, including the principal balances of both the first and second mortgage loans, not exceed 85%.  The home equity loan portfolio consists of adjustable-rate loans which use the prime rate as published in The Wall Street Journal as interest rate indices.  Home equity loans include fixed term adjustable-rate loans, as well as lines of credit.  As of March 31, 2007, the Company’s equity loan portfolio totaled $19.2 million, or 13.1%, of its one- to four-family mortgage loan portfolio.

The Company’s one- to four-family residential first mortgage loans customarily include due-on-sale clauses, which are provisions giving the Company the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells or otherwise disposes of the underlying real property serving as security for the loan.  Due-on-sale clauses are an important means of adjusting the rates on the Company’s fixed-rate mortgage loan portfolio.

Regulations limit the amount that a savings association may lend relative to the appraised value of the real estate securing the loan, as determined by an appraisal at the time of loan origination.  The Company’s lending policies limit the maximum loan-to-value ratio on both fixed-rate and ARM loans without private mortgage insurance to 80% of the lesser of the appraised value or the purchase price of the property to serve as collateral for the loan.  However, the Company makes one- to four-family real estate loans with loan-to-value ratios in excess of 80%.  For 15 year fixed-rate and ARM loans with loan-to-value ratios of 80.01% to 85%, 85.01% to 90%, 90.01% to 95%, and 95.01% to 97%, the Company requires the first 6%, 12%, 25% and 30%, respectively, of the loan to be covered by private mortgage insurance.  For 30 year fixed-rate loans with loan-to-value ratios of 80.01% to 85%, 85.01% to 90%, and 90.01% to 97%, the Company requires the first 12%, 25%, and 30%, respectively, of the loan to be covered by private mortgage insurance.  The Company requires fire and casualty insurance, as well as title insurance regarding good title, on all properties securing real estate loans made by the Company.  The Company also requires flood insurance, where applicable.

Multi-Family Residential Real Estate Loans.  Loans secured by multi-family real estate constituted approximately $8.9 million, or 3.6%, of the Company’s total loan portfolio at March 31, 2007.  The Company’s multi-family real estate loans are secured by multi-family residences, such as apartment buildings.  At March 31, 2007, most of the Company’s multi-family loans were secured by properties located within the Company’s market area.  At March 31, 2007, the Company’s multi-family real estate loans had an average balance of $526,000, and the largest multi-family real estate loan had a principal balance of $3.2 million.  Multi-family real estate loans currently are offered with adjustable interest rates or short term balloon

7


maturities, although in the past the Company originated fixed-rate long-term multi-family real estate loans.  The terms of each multi-family loan are negotiated on a case by case basis, although such loans typically have adjustable interest rates tied to a market index, and amortize over 15 to 25 years.  The Company currently does not emphasize multi-family real estate construction loans.

Loans secured by multi-family real estate generally involve a greater degree of credit risk than one-to- four-family residential mortgage loans and carry larger loan balances.  This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans.  Furthermore, the repayment of loans secured by multi-family real estate is typically dependent upon the successful operation of the related real estate property.  If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.

Non-Residential Real Estate and Land Loans.  Loans secured by non-residential real estate constituted approximately $56.0 million, or 22.5%, of the Company’s total loan portfolio at March 31, 2007.  The Company’s non-residential real estate loans are secured by improved property such as offices, small business facilities, and other non-residential buildings.  At March 31, 2007, most of the Company’s non-residential real estate loans were secured by properties located within the Company’s market area.  At March 31, 2007, the Company’s non-residential loans had an average balance of $256,000 and the largest non-residential real estate loan had a principal balance of $2.5 million.  The terms of each non-residential real estate loan are negotiated on a case by case basis.  Non-residential real estate loans are currently offered with adjustable interest rates or short term balloon maturities, although in the past the Company has originated fixed-rate long term non-residential real estate loans.  Non-residential real estate loans originated by the Company generally amortize over 15 to 25 years.  The Company currently does not emphasize non-residential real estate construction loans.

Non-residential real estate loans have significantly increased from $12.1 million, or 5.2% of the total loan portfolio at March 31, 2003, to $56.0 million, or 22.5% of the total loan portfolio at March 31, 2007.  The Company intends to further diversify its loan portfolio and continue its increased emphasis on non-residential real estate lending.

Loans secured by non-residential real estate generally involve a greater degree of risk than one-to- four-family residential mortgage loans and carry larger loan balances.  This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans.  Furthermore, the repayment of loans secured by non-residential real estate is typically dependent upon the successful operation of the related real estate project.  If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.

The Company also originates a limited number of land loans secured by individual improved and unimproved lots for future residential construction.  Land loans are generally offered with a fixed rate and with terms of up to 5 years.  Land loans totaled $204,000 at March 31, 2007.

Residential Construction Loans.  To a lesser extent, the Company originates loans to finance the construction of one- to four-family residential property.  At March 31, 2007, the Company had $2.0 million, or 0.8%, of its total loan portfolio invested in interim construction loans.  The Company makes construction loans to private individuals and to builders.  Loan proceeds are disbursed in increments as construction progresses and as inspections warrant.  Construction loans are typically structured as permanent one- to four-family loans originated by the Company with a 12-month construction phase.  Accordingly, upon completion of the construction phase, there is no change in interest rate or term to maturity of the original construction loan, nor is a new permanent loan originated.

8


Commercial Business Loans.  Commercial business loans totaled $32.6 million, or 13.1% of the Company’s total loan portfolio at March 31, 2007.  This represents net growth of $11.1 million, which equates to a 51.5% increase as percentage of commercial business loans, compared to $21.6 million at March 31, 2006.  The Company has three experienced commercial lenders and plans to continue to pursue commercial lending growth as market conditions permit.

Commercial loans carry a higher degree of risk than one-to four-family residential loans.  Such lending typically involves large loan balances concentrated in a single borrower or groups of related borrowers for rental or business properties. In addition, the payment experience on loans secured by income-producing properties is typically dependent on the success of the operation of the related project and thus is typically affected by adverse conditions in the real estate market and in the economy.  The Company makes loans generally in the $100,000 to $1,000,000 range with the majority of them being less than $500,000.  Commercial loans are generally underwritten based on the borrower’s ability to pay and assets such as buildings, land and equipment are taken as additional loan collateral.  Each loan is evaluated for a level of risk and assigned a rating from “1” (the highest rating) to “7” (the lowest rating).  All loans originated to date have been rated 4 or higher.

Consumer Loans.  Ohio savings associations are authorized to invest in secured and unsecured consumer loans in an aggregate amount which, when combined with investments in commercial paper and corporate debt securities, does not exceed 20% of an association’s assets.  In addition, an Ohio association is permitted to invest up to 5% of its assets in loans for educational purposes.

As of March 31, 2007, consumer loans totaled $5.5 million, or 2.2%, of the Company’s total loan portfolio.  The principal types of consumer loans offered by the Company are second mortgage loans, fixed-rate auto and truck loans, unsecured personal loans, and loans secured by deposit accounts.  Consumer loans are offered primarily on a fixed-rate basis with maturities generally of less than ten years.

The Company’s second mortgage consumer loans are secured by the borrower’s principal residence with a maximum loan-to-value ratio, including the principal balances of both the first and second mortgage loans, of 85% or less.  Such loans are offered on a fixed-rate basis with terms of up to ten years.  At March 31, 2007, second mortgage loans totaled $425,000, or 0.3%, of one- to four-family mortgages.

The underwriting standards employed by the Company for consumer loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan.  The quality and stability of the applicant’s monthly income are determined by analyzing the gross monthly income from primary employment, and additionally from any verifiable secondary income.  Creditworthiness of the applicant is of primary consideration.  However, where applicable, the underwriting process also includes a comparison of the value of the collateral in relation to the proposed loan amount.

Consumer loans entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and recreational vehicles.  In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower.  In particular, amounts realizable on the sale of repossessed automobiles may be significantly reduced based upon the condition of the automobiles and the lack of demand for used automobiles.  The Company adds a general provision on a regular basis to its consumer loan loss allowance, based on, among other factors, general economic conditions and prior loss experience.  See “—Delinquencies and Classified Assets—Non-Performing and Impaired Assets,” and “—Classification of Assets” for information regarding the Company’s loan loss experience and reserve policy.

9


Mortgage-Backed Securities.  The Company also invests in mortgage-backed securities generally issued or guaranteed by the U.S. Government or agencies thereof or rated AAA by a nationally recognized credit rating organization in accordance with the Board approved investment policy.  Investments in mortgage-backed securities are made either directly or by exchanging mortgage loans in the Company’s portfolio for such securities.  These securities consist primarily of adjustable-rate mortgage-backed securities issued or guaranteed by the Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and the Government National Mortgage Association (“GNMA”).  Total mortgage-backed securities, including those designated as available for sale, increased from $55.7 million at March 31, 2006 to $69.1 million at March 31, 2007, as management elected to purchase mortgage-backed securities with proceeds from maturing agency bonds.

The Company’s objectives in investing in mortgage-backed securities vary from time to time depending upon market interest rates, local mortgage loan demand, and the Company’s level of liquidity.  Mortgage-backed securities are more liquid than whole loans and can be readily sold in response to market conditions and changes in interest rates.  Mortgage-backed securities purchased by the Company also have lower credit risk because principal and interest are either insured or guaranteed by the U.S. Government or agencies thereof, or have sufficient credit enhancement to be rated AAA by a nationally recognized credit rating organization.

Loan Originations, Solicitation, Processing, and Commitments.  Loan originations are derived from a number of sources such as real estate broker referrals, existing customers, borrowers, builders, attorneys and walk-in customers.  The Company has also entered into a number of participation loans with high quality lead lenders.  The participations are outside the Company’s normal lending area and diversify the loan portfolio.  Upon receiving a loan application, the Company obtains a credit report and employment verification to verify specific information relating to the applicant’s employment, income, and credit standing.  In the case of a real estate loan, an appraiser approved by the Company appraises the real estate intended to secure the proposed loan.  An underwriter in the Company’s loan department checks the loan application file for accuracy and completeness, and verifies the information provided.  One- to four-family and multi-family residential, and commercial real estate loans, for up to $150,000, may be approved by the manager of the mortgage loan department, loans between $150,000 and $300,000 must be approved by the Chief Executive Officer and loans in excess of $300,000 must be approved by the Board of Directors.  The Loan Committee meets once a week to review and verify that loan officer approvals of loans are made within the scope of management’s authority.  All approvals subsequently are ratified monthly by the full Board of Directors.  Fire and casualty insurance is required at the time the loan is made and throughout the term of the loan.  After the loan is approved, a loan commitment letter is promptly issued to the borrower.  At March 31, 2007, the Company had commitments to originate $2.7 million of loans.

If the loan is approved, the commitment letter specifies the terms and conditions of the proposed loan including the amount of the loan, interest rate, amortization term, a brief description of the required collateral, and required insurance coverage.  The borrower must provide proof of fire and casualty insurance on the property serving as collateral, and such insurance must be maintained during the full term of the loan.  A title search of the property is required on all loans secured by real property.

10


Origination, Purchase and Sale of Loans and Mortgage-Backed Securities.  The table below shows the Company’s loan origination, purchase and sales activity for the periods indicated.

   
At March 31,
 
   
2007
   
2006
   
2005
 
   
(In thousands)
 
                   
Total loans receivable, net at beginning of year
  $
235,312
    $
213,627
    $
205,443
 
Loans originated:
                       
One- to four-family residential(1)
   
24,320
     
19,929
     
20,312
 
Multi-family residential(2)
   
1,376
     
128
     
18
 
Non-residential real estate/land
   
11,275
     
30,989
     
11,237
 
Consumer loans
   
3,720
     
3,613
     
1,932
 
Commercial loans
   
14,511
     
8,456
     
22,696
 
Total loans originated
   
55,202
     
63,115
     
56,195
 
Loans sold:
                       
Whole loans
   
-
      (6,062 )     (6,715 )
Total loans sold
   
-
      (6,062 )     (6,715 )
                         
Mortgage loans transferred to REO
   
-
      (412 )     (268 )
Loan repayments
    (50,413 )     (34,984 )     (52,550 )
Other loan activity, net(3)
    (52 )    
28
     
11,522
 
Total loans receivable, net at end of year
  $
240,049
    $
235,312
    $
213,627
 
                         
Mortgage-backed securities at beginning of year
  $
55,731
    $
60,352
    $
88,428
 
Mortgage-backed securities purchased
   
32,195
     
22,361
     
8,018
 
Principal repayments and other activity
    (18,861 )     (26,982 )     (36,094 )
Mortgage-backed securities at end of year
  $
69,065
    $
55,731
    $
60,352
 
__________________________
(1)
Includes loans to finance the construction of one- to four-family residential properties, and loans originated for sale in the secondary market.
(2)
Includes loans to finance the sale of real estate acquired through foreclosure.
(3)
For fiscal 2005, includes other activity related to the Stebbins acquisition.

Loan Origination Fees and Other Income.  In addition to interest earned on loans, the Company generally receives loan origination fees.  The Company accounts for loan origination fees in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 91 “Accounting for Non-refundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.”  To the extent that loans are originated or acquired for the Company’s portfolio, SFAS No. 91 requires that the Company defer loan origination fees and costs and amortize such amounts as an adjustment to yield over the life of the loan by use of the level yield method.  SFAS No. 91 reduces the amount of revenue and costs recognized at the time such loans are originated or acquired.  Fees and costs deferred under SFAS No. 91 are recognized into income immediately upon prepayment or the sale of the related loan.  At March 31, 2007, the Company had $425,000 of net deferred loan origination fees.  Loan origination fees are volatile sources of income.  Such fees vary with the volume and type of loans and commitments made and purchased, principal repayments, and competitive conditions in the mortgage markets, which in turn respond to the demand for and availability of money.

The Company receives other fees, service charges, and other income that consist primarily of deposit transaction account service charges, late charges, credit card fees, and income from REO operations.  The Company recognized fees and service charges of $1.3 million, $1.3 million and $1.2 million, for the fiscal years ended March 31, 2007, 2006 and 2005, respectively.

Loans to One Borrower.  Savings associations are subject to the same limits as those applicable to national banks, which under current regulations restrict loans to one borrower to an amount equal to 15% of unimpaired capital and unimpaired surplus on an unsecured basis, and an additional amount equal to 10% of unimpaired capital and unimpaired surplus if the loan is secured by readily marketable collateral (generally,

11


financial instruments and bullion, but not real estate).  At March 31, 2007, the Company’s largest concentration of loans to one borrower totaled $3.2 million.  All of the loans in this concentration were current at March 31, 2007.  The Company had no loans at March 31, 2007 which exceeded the loans to one borrower regulations.

Delinquencies and Classified Assets

Delinquencies.  The Company’s collection procedures provide that when a loan is 15 days past due, a computer-generated late charge notice is sent to the borrower requesting payment, plus a late charge.  This notice is followed with a letter again requesting payment when the payment becomes 20 days past due.  If delinquency continues, at 30 days another collection letter is sent and personal contact efforts are attempted, either in person or by telephone, to strengthen the collection process and obtain reasons for the delinquency.  Also, plans to arrange a repayment schedule are made.  If a loan becomes 60 days past due, the loan becomes subject to possible legal action if suitable arrangements to repay have not been made.  In addition, the borrower is given information which provides access to consumer counseling services, to the extent required by HUD regulations.  When a loan continues in a delinquent status for 90 days or more, and a repayment schedule has not been made or kept by the borrower, a notice of intent to foreclose is sent to the borrower, giving 30 days to cure the delinquency.  If not cured, foreclosure proceedings are initiated.

Non-Performing and Impaired Assets.  Loans are reviewed on a regular basis and are placed on a non-accrual status when, in the opinion of management, the collection of additional interest is doubtful.  Mortgage loans are placed on non-accrual status generally when either principal or interest is 90 days or more past due and management considers the interest uncollectible.  Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income.

Under the provisions of SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” a loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due under the contractual terms of the loan agreement.  In applying the provisions of SFAS No. 114, the Bank considers investment in one- to four-family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification for impairment.  With respect to the Bank’s investment in multi-family commercial and nonresidential loans, and the evaluation of impairment thereof, such loans are collateral dependent and, as a result, are carried as a practical expedient at the lower of cost or fair value.

At March 31, 2007, the Company had non-performing loans of $950,000 and a ratio of non-performing and impaired loans to loans receivable of 0.40%. At March 31, 2006, the Company had non-performing loans of $772,000 and a ratio of non-performing and impaired loans to loans receivable of 0.33%. At March 31, 2007, nonperforming loans were comprised of a commercial loan of $267,000, which has been brought current in April 2007, and $639,000 of one- to four-family residential mortgage loans and $44,000 of home equity lines of credit.  At March 31, 2006, nonperforming loans consisted mainly of one- to four-family residential mortgage loans.  The Company generally does not realize losses on one- to four-family residential mortgage loans primarily because the loan will generally have a maximum 85% LTV ratio.  In the opinion of management, all non-performing loans are adequately collateralized as of March 31, 2007 and no significant unreserved loss is anticipated.

Real estate acquired by the Company as a result of foreclosure or by deed in lieu of foreclosure (“REO”) is deemed REO until such time as it is sold.  When REO is acquired, it is recorded at the lower of the unpaid principal balance of the related loan or its fair value, less estimated selling expenses.  Valuations are periodically performed by management, and any subsequent decline in fair value is charged to operations.

12


The following table sets forth information regarding non-accrual and impaired loans and real estate acquired by foreclosure at the dates indicated.  For all the dates indicated, there were no material loans which had been restructured pursuant to SFAS No. 15.

   
At March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(Dollars in thousands)
 
Non-accrual loans:
           
Mortgage loans:
                             
One- to four-family residential
  $
683
    $
725
    $
895
    $
714
    $
664
 
All other mortgage loans
   
-
     
-
     
-
     
24
     
430
 
Non-mortgage loans:
                                       
Commercial business loans
   
267
     
47
     
-
     
-
     
1,380
 
Consumer
   
-
     
-
     
11
     
9
     
6
 
Total non-accrual loans
   
950
     
772
     
906
     
747
     
2,480
 
Accruing loans 90 days or more delinquent
   
-
     
-
     
-
     
-
     
15
 
Total non-performing loans
   
950
     
772
     
906
     
747
     
2,495
 
Loans deemed impaired
   
-
     
-
     
-
     
-
     
-
 
Total non-performing and impaired loans
   
950
     
772
     
906
     
747
     
2,495
 
Total real estate owned (1)
   
-
     
156
     
35
     
100
     
-
 
Total non-performing and impaired assets
  $
950
    $
928
    $
941
    $
847
    $
2,495
 
                                         
Total non-performing and impaired loans to net loans receivable
    0.40 %     0.33 %     0.42 %     0.36 %     1.09 %
Total non-performing and impaired loans to total assets
    0.23 %     0.19 %     0.22 %     0.20 %     0.66 %
Total non-performing and impaired assets to total assets
    0.23 %     0.23 %     0.23 %     0.23 %     0.66 %
________________________________
(1)
Represents the net book value of property acquired by the Company through foreclosure or deed in lieu of foreclosure.  These properties are recorded at the lower of the loan’s unpaid principal balance or fair value less estimated selling expenses.

During the fiscal year ended March 31, 2007, 2006 and 2005, gross interest income of $63,000, $44,000 and $40,000, respectively, would have been recorded on loans accounted for on a non-accrual basis if the loans had been current throughout the period.  Interest income recognized on non-accrual loans totaled $11,000, $44,000 and $45,000 for the years ended March 31, 2007, 2006 and 2005, respectively.  The Company did not record interest income on impaired loans in fiscal 2007 or 2006.

The following table sets forth information with respect to loans past due 60-89 days and 90 days or more in our portfolio at the dates indicated.

   
At March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In thousands)
 
                               
Loans past due 60-89 days
  $
281
    $
626
    $
1,084
    $
669
    $
723
 
Loans past due 90 days or more
   
950
     
772
     
906
     
747
     
2,495
 
Total past due 60 days or more
  $
1,231
    $
1,398
    $
1,990
    $
1,416
    $
3,218
 

Classification of Assets.  Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by the OTS to be of lesser quality as “substandard,” “doubtful,” or “loss” assets.  An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  “Substandard” assets include those characterized by the “distinct possibility” that the savings institution will sustain “some loss” if the deficiencies are not corrected.  Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”  Assets classified as “loss” are those considered “uncollectible” and of such little value that their

13


Classification of Assets (continued)

continuance as assets without the establishment of a specific loss reserve is not warranted.  Assets that do not expose the savings institution to risk sufficient to warrant classification in one of the aforementioned categories, but which possess some weaknesses, are required to be designated “special mention” by management.

When a savings institution classifies problem assets as either substandard or doubtful, it is required to establish general allowances for loan losses in an amount deemed prudent by management.  General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.  When a savings institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of the amount of the assets so classified, or to charge off such amount.  A savings institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS, which can order the establishment of additional general or specific loss allowances.  The Company regularly reviews the problem loans in its portfolio to determine whether any loans require classification in accordance with applicable regulations.

The following table sets forth the aggregate amount of the Company’s classified assets at the dates indicated.
 
   
At March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In thousands)
 
Substandard assets(1)
  $
1,280
    $
1,119
    $
2,767
    $
839
    $
2,481
 
Doubtful assets
   
-
     
-
     
-
     
-
     
-
 
Loss assets
   
-
     
-
     
-
     
-
     
-
 
Total classified assets
  $
1,280
    $
1,119
    $
2,767
    $
839
    $
2,481
 
_____________________________________
(1)      Includes REO.

Allowance for Loan Losses.  In determining the amount of the allowance for loan losses at any point in time, management and the Board of Directors apply a systematic process focusing on the risk of loss in the loan portfolio.  First, delinquent non-residential, multi-family and commercial loans are evaluated individually for potential impairment in their carrying value.  Second, management applies historic loss experience to the individual loan types in the portfolio.  In addition to the historic loss percentage, management employs an additional risk percentage tailored to the perception of overall risk in the economy.  However, the analysis of the allowance for loan losses requires an element of judgment and is subject to the possibility that the allowance may need to be increased, with the corresponding reduction in earnings.

During the fiscal years ended March 31, 2007, 2006 and 2005, the Company added $100,000, $211,000 and $430,000, respectively, to the provision for loan losses.  The Company’s allowance for loan losses totaled $1.5 million, $1.5 million and $1.4 million at March 31, 2007, 2006 and 2005, respectively.  Management decreased the provision for loan losses by $111,000 in fiscal 2007 mainly due to the Company’s decreasing loan growth rate in fiscal 2007 compared to the year ended March 31, 2006.  While management believes that the Company’s current allowance for loan losses is adequate, there can be no assurance that the allowance for loan losses will be adequate to cover losses that may in fact be realized in the future or that additional provisions for loan losses will not be required.  To the best of management’s knowledge, all known losses as of March 31, 2007 have been recorded.

14


Analysis of the Allowance For Loan Losses.  The following table sets forth the analysis of the allowance for loan losses for the periods indicated.

   
At or for the Year Ended March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(Dollars in thousands)
 
                               
Loans receivable, net
  $
240,049
    $
235,312
    $
213,627
    $
205,443
    $
228,373
 
Average loans receivable, net
  $
237,429
    $
222,944
    $
212,785
    $
214,174
    $
242,120
 
Allowance balance (at beginning of period)
  $
1,484
    $
1,374
    $
815
    $
678
    $
730
 
Provision for losses on loans
   
100
     
211
     
430
     
173
     
91
 
Stebbins acquisition
   
-
     
-
     
230
     
-
     
-
 
Charge-offs:
                                       
Mortgage loans:
                                       
One- to four-family
    (31 )     (73 )     (28 )    
-
      (20 )
Residential construction
   
-
     
-
     
-
     
-
     
-
 
Multi-family residential
   
-
     
-
     
-
     
-
     
-
 
Non-residential real estate and land
    (31 )    
-
     
-
     
-
      (84 )
Other loans:
                                       
Consumer
    (21 )     (75 )     (44 )     (65 )     (54 )
Commercial
   
-
      (10 )     (54 )    
-
     
-
 
Gross charge-offs
    (83 )     (158 )     (126 )     (65 )     (158 )
Recoveries:
                                       
Mortgage loans:
                                       
One- to four-family
   
1
     
14
     
-
     
-
     
-
 
Residential construction
   
-
     
-
     
-
     
-
     
-
 
Multi-family residential
   
-
     
-
     
-
     
-
     
-
 
Non-residential real estate and land
   
-
     
-
     
-
     
-
     
-
 
Other loans:
                                       
Consumer
   
21
     
35
     
25
     
29
     
15
 
Commercial
   
-
     
8
     
-
     
-
     
-
 
Gross recoveries
   
22
     
57
     
25
     
29
     
15
 
Net charge-offs
    (61 )     (101 )     (101 )     (36 )     (143 )
                                         
Allowance for loan losses balance (at end of period)
  $
1,523
    $
1,484
    $
1,374
    $
815
    $
678
 
Allowance for loan losses as a percent of loans receivable, net at end of period
    0.63 %     0.63 %     0.64 %     0.40 %     0.30 %
Net loans charged off as a percent of average loans receivable, net
    0.03 %     0.05 %     0.05 %     0.02 %     0.06 %
Ratio of allowance for loan losses to total non-performing assets at end of period
    160.32 %     159.91 %     146.01 %     96.22 %     27.17 %
Ratio of allowance for loan losses to non-performing loans at end of period
    160.32 %     192.23 %     151.66 %     109.10 %     27.17 %


15



Allocation of Allowance for Loan Losses.  The following table sets forth the allocation of allowance for loan losses by loan category for the periods indicated.  Management believes that the allowance can be allocated by category only on an approximate basis.  The allocation of the allowance by category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any category.

   
At March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
Amount
   
% of
Loans in
Each
Category
to Total
Loans
   
Amount
   
% of
Loans in
Each
Category
to Total
Loans
   
Amount
   
% of
Loans in
Each
Category
to Total
Loans
   
Amount
   
% of
Loans in
Each
Category
 to Total
Loans
   
Amount
   
% of
Loans in
Each
Category
to Total
Loans
 
   
(Dollars in thousands)
 
Mortgage loans:
                                                           
One- to four-family
  $
169
      57.8 %   $
97
      62.4 %   $
99
      72.6 %   $
100
      82.0 %   $
162
      86.4 %
Residential construction
   
-
     
0.8
     
-
     
2.0
     
-
     
1.9
     
-
     
1.4
     
-
     
1.5
 
Multi-family residential
   
-
     
3.6
     
-
     
3.3
     
-
     
3.6
     
-
     
3.2
     
7
     
3.7
 
Non-residential real estate and land  
340
     
22.5
     
505
     
21.3
     
545
     
13.4
     
196
     
8.8
     
55
     
5.2
 
Other loans:
                                                                               
Consumer
   
72
     
2.2
     
40
     
2.0
     
37
     
2.0
     
20
     
1.5
     
119
     
1.7
 
Commercial
   
942
     
13.1
     
842
     
9.0
     
693
     
6.5
     
499
     
3.1
     
335
     
1.5
 
Total allowance for loan losses
  $
1,523
      100.0 %   $
1,484
      100.0 %   $
1,374
      100.0 %   $
815
      100.0 %   $
678
      100.0 %
                                                                                 

16



Investment Activities

The Company’s investment portfolio is comprised of investment securities, corporate bonds and notes and municipal obligations.  The carrying value of the Company’s investment securities totaled $54.7 million at March 31, 2007, compared to $73.3 million at March 31, 2006.   The Company’s cash and cash equivalents, consisting of cash and due from banks, federal funds sold and interest bearing deposits due from other financial institutions with original maturities of three months or less, totaled $17.2 million at March 31, 2007 compared to $14.1 million at March 31, 2006, an increase of $3.1 million, or 21.9%, as the Company received cash from the investment security cash flow ladder.

Liquidity levels may be increased or decreased depending upon the yields on investment alternatives and upon management’s judgment as to the attractiveness of the yields then available in relation to other opportunities and its expectation of the level of yield that will be available in the future, as well as management’s projections as to the short term demand for funds to be used in the Company’s loan origination and other activities.

Investment Portfolio.  The following table sets forth the carrying value of the Company’s investment securities portfolio, short-term investments and FHLB stock, at the dates indicated.

   
At March 31,
 
   
2007
   
2006
   
2005
 
   
Carrying
   
Market
   
Carrying
   
Market
   
Carrying
   
Market
 
   
Value
   
Value
   
Value
   
Value
   
Value
   
Value
 
   
(In thousands)
 
Investment securities:
                                   
                                     
Corporate bonds and notes
  $
1,003
    $
1,003
    $
6,016
    $
5,999
    $
11,086
    $
11,156
 
U.S. Government and agency obligations
   
40,571
     
40,572
     
55,802
     
55,803
     
51,239
     
51,246
 
Municipal obligations
   
13,119
     
13,126
     
11,489
     
11,499
     
10,531
     
10,543
 
Total investment securities
   
54,693
     
54,701
     
73,307
     
73,301
     
72,856
     
72,945
 
Other investments:
                                               
Interest-bearing deposits in other financial
                                               
  institutions
   
6,021
     
6,021
     
11,171
     
11,171
     
6,366
     
6,366
 
Federal funds sold
   
9,000
     
9,000
     
-
     
-
     
19,400
     
19,400
 
Federal Home Loan Bank stock
   
4,829
     
4,829
     
4,623
     
4,623
     
4,386
     
4,386
 
Total investments
  $
74,543
    $
74,551
    $
89,101
    $
89,095
    $
103,008
    $
103,097
 


17


 
Investment Portfolio Maturities.  The following table sets forth the scheduled maturities, carrying values, market values and average yields for the Company’s investment securities at March 31, 2007.  The Company does not hold any investment securities with maturities in excess of 30 years.

   
At March 31, 2007
 
   
One Year or Less
   
One to Five Years
   
Five to Ten Years
   
More than Ten Years
 
   
Carrying
   
Average
   
Carrying
   
Average
   
Carrying
   
Average
   
Carrying
   
Average
 
   
Value
   
Yield
   
Value
   
Yield
   
Value
   
Yield
   
Value
   
Yield
 
   
(Dollars in thousands)
 
                                                 
Investment Securities:
                                               
Corporate bonds and notes
  $
1,003
      7.77 %   $
-
      - %   $
-
      - %   $
-
      - %
U.S. Government and agency obligations
   
18,623
     
3.73
     
13,492
     
3.97
     
7,646
     
5.61
     
810
     
5.55
 
Municipal obligations
   
-
     
-
     
165
     
3.61
     
1,963
     
4.42
     
10,991
     
4.07
 
Total investment securities
  $
19,626
      3.94 %   $
13,657
      3.96 %   $
9,609
      5.37 %   $
11,801
      4.17 %
                                                                 
                                                                 
                                                                 
   
At March 31, 2007
                                 
   
Total Investment
                                 
   
Securities
                                 
   
Average
                   
Weighted
                                 
   
Life
   
Carrying
   
Market
   
Average
                                 
   
In Years
   
Value
   
Value
   
Yield
                                 
   
(Dollars in thousands)
                                 
                                                                 
Investment Securities:
                                                               
Corporate bonds and notes
   
.09
    $
1,003
    $
1,003
      7.77 %                                
U.S. Government and agency obligations
   
2.38
     
40,571
     
40,572
     
4.20
                                 
Municipal obligations
   
14.22
     
13,119
     
13,126
     
4.12
                                 
Total investment securities
   
5.13
    $
54,693
    $
54,701
      4.25 %                                


18


Sources of Funds

General.  Deposits are the major source of the Company’s funds for lending and other investment purposes.  In addition to deposits, the Company derives funds from the amortization, prepayment or sale of loans and mortgage-backed securities, the sale or maturity of investment securities, operations and, if needed, advances from the FHLB. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by general interest rates and market conditions.  Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds from other sources or on a longer term basis for general business purposes.  The Company had $34.5 million of advances from the FHLB at March 31, 2007.

Deposits.  Consumer and commercial deposits are attracted principally from within the Company’s market area through the offering of a broad selection of deposit instruments including NOW accounts, passbook savings, money market deposit, term certificate accounts, commercial repurchase agreements, and individual retirement accounts.  The Company accepts deposits of $100,000 or more and offers negotiated interest rates on such deposits.  Deposit account terms vary according to the minimum balance required, the period of time during which the funds must remain on deposit, and the interest rate, among other factors.  The Company regularly evaluates its internal cost of funds, surveys rates offered by competing institutions, reviews the Company’s cash flow requirements for lending and liquidity, and executes rate changes when deemed appropriate.  The Company does not obtain funds through brokers, nor does it solicit funds outside its market area.

Deposit Portfolio.  Savings and other deposits in the Company as of March 31, 2007, were comprised of the following:

Weighted
                   
Percentage
 
Average
       
Minimum
         
of Total
 
Interest Rate
 
Minimum Term
Checking and Savings Deposits
 
Amount
   
Balances
   
Deposits
 
               
(In thousands)
       
                         
 
   0.28%
 
None
NOW accounts                                    
  $
100
    $
53,235
      15.96 %
 
0.59
 
None
Savings accounts                                
   
25
     
51,694
     
15.50
 
 
2.96
 
None
Money market investor                      
   
2,500
     
29,805
     
8.94
 
 
4.26
 
None
Commercial repurchase agreements 
 
none
     
5,553
     
1.66
 
                                 
                                 
       
Certificates of Deposit
                       
                                 
 
4.75
 
   12 months or less
Fixed term, fixed rate                            
   
500
     
55,593
     
16.67
 
 
4.59
 
12 to 24 months
Fixed term, fixed rate                            
   
500
     
33,020
     
9.90
 
 
4.27
 
25 to 36 months
Fixed term, fixed rate                            
   
500
     
22,374
     
6.71
 
 
4.36
 
    36 months or more
Fixed term, fixed rate                            
   
500
     
42,827
     
12.84
 
 
5.16
 
Negotiable          
Jumbo certificates                                
   
100,000
     
39,439
     
11.82
 
                    $
333,540
      100.00 %


19


The following table sets forth the change in dollar amount of savings deposits in the various types of savings accounts offered by the Company between the dates indicated.
 
   
Balance at
               
Balance at
               
Balance at
       
   
March 31,
   
Percent of
   
Increase
   
March 31,
   
Percent of
   
Increase
   
March 31,
   
Percent of
 
   
2007
   
Deposits
   
(Decrease)
   
2006
   
Deposits
   
(Decrease)
   
2005
   
Deposits
 
   
(Dollars in thousands)
 
                                                 
NOW accounts
  $
53,235
      15.96 %   $ (3,556 )   $
56,791
      17.08 %   $
3,731
    $
53,060
      16.55 %
Savings accounts
   
51,694
     
15.50
      (9,645 )    
61,339
     
18.44
      (20,845 )    
82,184
     
25.64
 
Money market investor
   
29,805
     
8.94
     
9,149
     
20,656
     
6.21
     
2,559
     
18,097
     
5.65
 
Commercial repurchase agreements
   
5,553
     
1.66
      (151 )    
5,704
     
1.72
     
5,704
     
 -
       -  
Certificates of deposit(1)
                                                               
Original maturities of:
                                                               
12 months or less
   
55,593
     
16.67
      (6,221 )    
61,814
     
18.59
     
19,331
     
42,483
     
13.25
 
12 to 24 months
   
33,020
     
9.90
     
13,839
     
19,181
     
5.76
      (5,257 )    
24,438
     
7.62
 
25 to 36 months
   
22,374
     
6.71
     
3,833
     
18,541
     
5.58
     
2,502
     
16,039
     
5.00
 
36 months or more
   
42,827
     
12.84
      (10,814 )    
53,641
     
16.13
     
458
     
53,183
     
16.59
 
Negotiated jumbo
   
39,439
     
11.82
     
4,536
     
34,903
     
10.49
     
3,801
     
31,102
     
9.70
 
Total
  $
333,540
      100.00 %   $
970
    $
332,570
      100.00 %   $
11,984
    $
320,586
      100.00 %

______________________________
(1)Certain Individual Retirement Accounts (“IRAs”) are included in the respective certificate balances.  IRAs totaled $35.4 million, $34.7 million and $34.1 million, as of March 31, 2007,  2006 and 2005, respectively.

The following table sets forth the average dollar amount and weighted-average rate of savings deposits in the various types of savings accounts offered by the Company.
   
Years Ended March 31,
 
   
2007
   
2006
   
2005
 
         
Percent
   
Weighted
         
Percent
   
Weighted
         
Percent
   
Weighted
 
   
Average
   
of
   
Average
   
Average
   
of
   
Average
   
Average
   
of
   
Average
 
   
Balance
   
Deposits
   
Rate
   
Balance
   
Deposits
   
Rate
   
Balance
   
Deposits
   
Rate
 
   
(Dollars in thousands)
 
                                                       
Noninterest-bearing demand deposits
  $
12,313
      3.71 %     0.00 %   $
12,843
      3.96 %     0.00 %   $
9,849
      3.14 %     0.00 %
NOW accounts
   
42,181
     
12.72
     
0.31
     
46,451
     
14.30
     
0.40
     
35,913
     
11.45
     
.53
 
Savings accounts
   
54,641
     
16.47
     
0.59
     
62,582
     
19.27
     
0.73
     
82,817
     
26.41
     
.79
 
Money market investor
   
22,833
     
6.88
     
2.88
     
19,055
     
5.87
     
1.77
     
14,238
     
4.54
     
1.36
 
Commercial repurchase agreements
   
5,593
     
1.69
     
4.10
     
5,335
     
1.64
     
2.84
     
-
     
-
     
-
 
Certificates of deposit
   
194,162
     
58.53
     
4.32
     
178,505
     
54.96
     
3.54
     
170,794
     
54.46
     
2.96
 
Total deposits
  $
331,723
      100.00 %     2.94 %   $
324,771
      100.00 %     2.22 %   $
313,611
      100.00 %     1.81 %


20


The following table sets forth the certificates of deposit in the Company classified by rates as of the dates indicated:
 
     
At March 31,
 
     
2007
   
2006
   
2005
 
     
(Dollars in thousands)
 
                     
 1.05-2.00%     $
-
    $
9,256
    $
39,272
 
 2.01-4.00%      
46,493
     
66,103
     
82,548
 
 4.01-6.00%      
146,760
     
112,721
     
45,294
 
 6.01-6.75%      
-
     
-
     
131
 
Total
    $
193,253
    $
188,080
    $
167,245
 

The following table sets forth the amount and maturities of certificates of deposit at March 31, 2007:

     
Amount Due
 
     
Less Than
   
 1-2
   
 2-3
   
After
       
     
One Year
   
Years
   
Years
   
3 Years
   
Total
 
Rate
   
(In thousands)
 
                                     
2.01-4.00%   $
35,390
    $
8,836
    $
1,495
    $
772
    $
46,493
 
4.01-6.00%      
96,443
     
29,761
     
12,094
     
8,462
     
146,760
 
Total
    $
131,833
    $
38,597
    $
13,589
    $
9,234
    $
193,253
 

The following table indicates the amount of the Company’s certificates of deposit of $100,000 or more by time remaining until maturity as of March 31, 2007:
 
Maturity Period
 Certificates of Deposit 
 
(In thousands)
       
Three months or less
  $
16,947
 
Over three months through six months
   
12,005
 
Over six months through twelve months
   
14,140
 
Over twelve months
   
12,949
 
Total
  $
56,041
 
         
Borrowings

Savings deposits are the primary source of funds for the Company’s lending and investment activities and for its general business purposes.  The Bank may rely upon advances from the FHLB and the Federal Reserve Bank discount window to supplement their supply of lendable funds and to meet deposit withdrawal requirements.  Advances from the FHLB typically are collateralized by stock in the FHLB and a portion of first mortgage loans held by the Bank.  At March 31, 2007, the Company had $34.5 million in advances outstanding.

The FHLB functions as a central reserve bank providing credit for member savings associations and financial institutions.  As members, savings associations are required to own capital stock in the FHLB and are authorized to apply for advances on the security of such stock and certain home mortgages and other assets (principally, securities that are obligations of, or guaranteed by, the United States) provided certain standards related to creditworthiness have been met.  Advances are made pursuant to several different programs.  Each credit program has its own interest rate and range of maturities.  Depending on the program, limitations on the amount of advances are based either on a fixed percentage of a member institution’s net worth or on the FHLB’s assessment of the institution’s creditworthiness.  Although advances may be used on a short-term basis for cash management needs, FHLB advances have not been, nor are they expected to be, a significant long-term funding source for the Company.

21




   
Year Ended March 31,
 
   
2007
   
2006
   
2005
 
   
(Dollars in thousands)
 
                   
Federal Home Loan Bank advances:
                 
Maximum month-end balance
  $
38,900
    $
39,000
    $
40,000
 
Balance at end of period
   
34,500
     
32,750
     
40,000
 
Average balance
   
31,308
     
28,424
     
26,076
 
                         
Weighted average interest rate on:
                       
Balance at end of period
    4.71 %     4.19 %     3.59 %
Average balance for period
   
4.60
     
3.81
     
3.96
 

Competition

The Company encounters strong competition both in attracting deposits and in originating real estate and other loans.  Its most direct competition for deposits has come historically from commercial banks, brokerage houses, other savings associations, and credit unions in its market area, and the Company expects continued strong competition from such financial institutions in the foreseeable future.  The Company’s market area includes branches of several commercial banks that are substantially larger than the Company in terms of state-wide deposits.  The Company competes for savings by offering depositors a high level of personal service and expertise together with a wide range of financial services.

The competition for real estate and other loans comes principally from commercial banks, mortgage banking companies, and other savings associations.  This competition for loans has increased substantially in recent years as a result of the large number of institutions competing in the Company’s market area as well as the increased efforts by commercial banks to expand mortgage loan originations.

The Company competes for loans primarily through the interest rates and loan fees it charges and the efficiency and quality of services it provides borrowers, real estate brokers, and builders.  Factors that affect competition include general and local economic conditions, current interest rate levels, and volatility of the mortgage markets.

Subsidiaries

At March 31, 2007, the Company did not have any direct unconsolidated subsidiaries.

Total Employees

The Company had 97 full-time employees and 34 part-time employees at March 31, 2007.  None of these employees are represented by a collective bargaining agent, and the Company believes that it enjoys good relations with its personnel.

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Regulation

As a state-chartered, FDIC insured institution, the Bank is subject to examination, supervision and extensive regulation by the OTS, the Ohio Department of Commerce, Division of Financial Institutions (“ODFI”), and the FDIC.  The Bank is a member of, and owns stock in, the FHLB of Cincinnati, which is one of the twelve regional banks in the Federal Home Loan Bank System.  This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the insurance fund and depositors.  The OTS and ODFI regularly examine the Bank and prepare reports for the consideration of the Company’s Board of Directors on any deficiencies that they may find in the Company’s operations.  The FDIC also examines the Bank in its role as the administrator of the Deposit Insurance Fund (DIF).  The Bank’s relationship with its depositors and borrowers also is regulated to a great extent by both federal and state laws especially in such matters as the ownership of savings accounts and the form and content of the Bank’s mortgage documents.  Any change in such regulation, whether by the FDIC, OTS, ODFI, or Congress, could have a material adverse impact on the Company, the Bank and their operations.

Federal Regulation of Savings Institutions

Business Activities.  The activities of savings associations are governed by the Home Owners’ Loan Act, as amended (the “HOLA”) and, in certain respects, the Federal Deposit Insurance Act (the “FDI Act”).  These federal statutes, among other things, (1) limit the types of loans a savings association may make, (2) prohibit the acquisition of any corporate debt security that is not rated in one of the four highest rating categories, and (3) restrict the aggregate amount of loans secured by non-residential real estate property to 400% of capital.  The description of statutory provisions and regulations applicable to savings associations set forth herein does not purport to be a complete description of such statutes and regulations and their effect on the Company or the Bank.

Loans to One Borrower.  Under the HOLA, savings institutions are generally subject to the national bank limits on loans to one borrower.  Generally, savings institutions may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of the institution’s unimpaired capital and surplus.  An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if such loan is secured by readily-marketable collateral, which is defined to include certain securities and bullion, but generally does not include real estate.  See “—Lending Activities—Loans to One Borrower.”

Qualified Thrift Lender Test.  The HOLA requires savings associations to meet a qualified thrift lender (“QTL”) test.  Under the QTL test, a savings association is required to maintain at least 65% of its “portfolio assets” (total assets less (i) specified liquid assets up to 20% of total assets, (ii) intangibles, including goodwill, and (iii) the value of property used to conduct business) in certain “qualified thrift investments,” primarily residential mortgages and related investments, including certain mortgage-backed and related securities on a monthly basis in 9 out of every 12 months.

A savings association that fails the QTL test must either convert to a bank charter or operate under certain restrictions.  As of March 31, 2007, the Company maintained 95.9% of its portfolio assets in qualified thrift investments and, therefore, met the QTL test.

Limitation on Capital Distributions.  OTS regulations impose limitations upon all capital distributions by savings institutions, such as cash dividends, payments to repurchase or otherwise acquire its shares, payments to stockholders of another institution in a cash-out merger and other distributions charged against capital.  A “well-capitalized” institution can, after prior notice but without the approval of the OTS, make capital distributions during a calendar year in an amount up to 100% of its net income during the calendar year, plus its retained net income for the preceding two years.  As of March 31, 2007 the Bank was a “well-capitalized” institution.

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Community Reinvestment.  Under the Community Reinvestment Act (the “CRA”), as implemented by OTS regulations, a savings institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.  The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.  The CRA requires the OTS, in connection with its examination of a savings institution, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution.  The CRA also requires all institutions to make public disclosure of their CRA ratings.  The Company received a “satisfactory” CRA rating under the current CRA regulations in its most recent federal examination by the OTS.

Transactions with Related Parties.  The Company’s authority to engage in transactions with related parties or “affiliates” (i.e., any company that controls or is under common control with an institution, including the Bank and any non-savings institution subsidiaries) or to make loans to certain insiders, is limited by Sections 23A and 23B of the Federal Reserve Act (“FRA”).  Section 23A limits the aggregate amount of transactions with any individual affiliate to 10% of the capital and surplus of the savings institution and also limits the aggregate amount of transactions with all affiliates to 20% of the savings institution’s capital and surplus.  Certain transactions with affiliates are required to be secured by collateral in an amount and of a type described in Section 23A and the purchase of low quality assets from affiliates is generally prohibited.  Section 23B provides that certain transactions with affiliates, including loans and asset purchases, must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies.  In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no savings institution may purchase the securities of any affiliate other than a subsidiary.

Enforcement.  Under the FDI Act, the OTS has primary enforcement responsibility over savings institutions and has the authority to bring enforcement action against all “institution-related parties,” including stockholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution.  Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institutions, receivership, conservatorship or the termination of deposit insurance.  Civil penalties cover a wide range of violations and actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1 million per day.  Criminal penalties for most financial institution crimes include fines of up to $1 million and imprisonment for up to 30 years.  Under the FDI Act, the FDIC has the authority to recommend to the Director of OTS that enforcement action be taken with respect to a particular savings institution.  If action is not taken by the Director, the FDIC has authority to take such action under certain circumstances.

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Standards for Safety and Soundness.  The federal banking agencies have adopted a final regulation and Interagency Guidelines Prescribing Standards for Safety and Soundness (“Guidelines”) to implement the safety and soundness standards required under the FDI Act.  The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired.  The standards set forth in the Guidelines address internal controls and information systems; internal audit system; credit underwriting; loan documentation; interest rate risk exposure; asset growth; and compensation, fees and benefits.  The agencies also adopted a proposed rule which proposes asset quality and earnings standards which, if adopted, would be added to the Guidelines.  If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the Guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard, as required by the FDI Act.  The final regulations establish deadlines for the submission and review of such safety and soundness compliance plans.

Capital Requirements.  The OTS capital regulations require savings institutions to meet three capital standards: a 1.5% tangible capital standard, a 4.0% leverage ratio (or core capital ratio) and an 8.0% risk-based capital standard.  Core capital is defined as common stockholders’ equity (including retained earnings), certain non-cumulative perpetual preferred stock and related surplus, minority interests in equity accounts of consolidated subsidiaries less intangibles other than certain qualifying supervisory goodwill and certain mortgage servicing rights.  The OTS regulations also require that, in meeting the tangible ratio, leverage and risk-based capital standards, institutions must deduct investments in and loans to subsidiaries engaged in activities not permissible for a national bank.

The risk-based capital standard for savings institutions requires the maintenance of Tier 2 (core) and total capital (which is defined as core capital and supplementary capital) to risk weighted assets of 4.0% and 8.0%, respectively.  In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight of 0% to 100%, as assigned by the OTS capital regulation based on the risks the OTS believes are inherent in the type of asset.  The components of Tier 1 (core) capital are equivalent to those discussed earlier under the 4.0% leverage ratio standard.  The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock and allowance for loan and lease losses.  Allowance for loan and lease losses includable in supplementary capital is limited to a maximum of 1.25%.  Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.

Prompt Corrective Regulatory Action

Under the OTS Prompt Corrective Action regulations, the OTS is required to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institution’s degree of capitalization.  Generally, a savings institution that has total risk-based capital of less than 8.0% or a leverage ratio or a Tier 1 core capital ratio that is less than 4.0% is considered to be undercapitalized.  A savings institution that has the total risk-based capital less than 6.0%, a Tier 1 core risk-based capital ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized” and a savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.”  Subject to a narrow exception, the banking regulator is required to appoint a receiver or conservator for an institution that is “critically undercapitalized.”  The regulation also provides that a capital restoration plan must be filed with the OTS within 45 days of the date an institution receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.”  In addition, numerous mandatory supervisory actions become immediately applicable to the institution, including, but not limited to, restrictions on growth, investment activities, capital distributions, and affiliate transactions.  The OTS could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors.

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Insurance of Accounts and Regulation by the FDIC

The Bank is a member of the FDIC. Deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the U.S. Government.  As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the FDIC. The FDIC also has the authority to initiate enforcement actions against savings and loan associations, after giving the OTS an opportunity to take such action, and may terminate the deposit insurance if it determines that the institution has engaged or is engaging in unsafe or unsound practices, or is in an unsafe or unsound condition.  Currently, FDIC deposit insurance rates generally range from zero basis points to 27 basis points, depending on the assessment risk classification assigned to the depository institution.

The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC.  It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital.  If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC.  Management is aware of no existing circumstances which would result in termination of the deposit insurance of the Bank.

Federal Home Loan Bank System

The Bank is a member of the FHLB System, which consists of 12 regional FHLBs.  The FHLB provides a central credit facility primarily for member institutions.  The Bank, as a member of the FHLB, is required to acquire and hold shares of capital stock in that FHLB in an amount at least equal to 1% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, or 1/20 of its advances (borrowings) from the FHLB, whichever is greater.  The Bank was in compliance with this requirement with an investment in FHLB-Cincinnati stock, at March 31, 2007, of $4.8 million.

The FHLBs are required to provide funds for the resolution of insolvent thrifts and to contribute funds for affordable housing programs.  These requirements could reduce the amount of dividends that the FHLBs pay to their members and could also result in the FHLBs imposing a higher rate of interest on advances to their members.  FHLB dividends were 6.4% for the fiscal year ended March 31, 2007.  In the likely event that dividends are reduced, or interest on future FHLB-Cincinnati advances is increased, the Company’s net interest income will decline.

Ohio Regulation

As a savings and loan association organized under the laws of the State of Ohio, the Bank is subject to regulation by the ODFI.  Regulation by the ODFI affects the Bank’s internal organization as well as its savings, mortgage lending, and other investment activities.  Periodic examinations by the ODFI are usually conducted on a joint basis with the OTS.  Ohio law requires that the Bank maintain federal deposit insurance as a condition of doing business.

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Under Ohio law, an Ohio association may buy any obligation representing a loan that would be a legal loan if originated by the Bank, subject to various requirements including:  loans secured by liens on income-producing real estate may not exceed 20% of an association’s assets; consumer loans, commercial paper, and corporate debt securities may not exceed 20% of an association’s assets; loans for commercial, corporate, business, or agricultural purposes may not exceed 30% of an association’s assets, provided that an association’s required reserve must increase proportionately; certain other types of loans may be made for lesser percentages of the association’s assets; and, with certain limitations and exceptions, certain additional loans may be made if not in excess of 3% of the association’s total assets.  In addition, no association may make real estate acquisition and development loans for primarily residential use to one borrower in excess of 2% of assets.  The total investments in commercial paper or corporate debt of any issuer cannot exceed 1% of an association’s assets, with certain exceptions.

Ohio law authorizes Ohio-chartered associations to, among other things: (i) invest up to 15% of assets in the capital stock, obligations, and other securities of service corporations organized under the laws of Ohio, and an additional 20% of net worth may be invested in loans to majority owned service corporations; (ii) invest up to 10% of assets in corporate equity securities, bonds, debentures, notes, or other evidence of indebtedness; (iii) exceed limits otherwise applicable to certain types of investments (other than investments in service corporations) by and between 3% and 10% of assets, depending upon the level of the institution’s permanent stock, general reserves, surplus, and undivided profits; and (iv) invest up to 15% of assets in any loans or investments not otherwise specifically authorized or prohibited, subject to authorization by the institution’s board of directors.

An Ohio association may invest in such real property or interests therein as its board of directors deems necessary or convenient for the conduct of the business of the association, but the amount so invested may not exceed the net worth of the association at the time the investment is made.  Additionally, an association may invest an amount equal to 10% of its assets in any other real estate.  This limitation does not apply, however, to real estate acquired by foreclosure, conveyance in lieu of foreclosure, or other legal proceedings in relation to loan security interests.

Notwithstanding the above powers authorized under Ohio law and regulation, a state-chartered savings association, such as the Bank, is subject to certain limitations on its permitted activities and investments under federal law, which may restrict the ability of an Ohio-chartered association to engage in activities and make investments otherwise authorized under Ohio law.

Ohio has adopted statutory limitations on the acquisition of control of an Ohio savings and loan association by requiring the written approval of the ODFI prior to the acquisition by any person or company, as defined under the Ohio Revised Code, of a controlling interest in an Ohio association.  Control exists, for purposes of Ohio law, when any person or company, either directly, indirectly, or acting in concert with one or more other persons or companies (a) acquires 15% of any class of voting stock, irrevocable proxies, or any combination thereof, (b) directs the election of a majority of directors, (c) becomes the general partner of the savings and loan association, (d) has influence over the management and policies of the savings and loan association, (e) has the ability to direct shareholder votes, or (f) anything else deemed to be control by the ODFI.  The ODFI’s written permission is required when the total amount of control held by the acquiror was less than or equal to 25% control before the acquisition and more than 25% control after the acquisition, or when the total amount of control held by the acquiror was less than 50% before the acquisition and more than 50% after the acquisition.  Ohio law also prescribes other situations in which the ODFI must be notified of the acquisition even though prior approval is not required.  Any person or company, which would include a director, will not be deemed to be in control by virtue of an annual solicitation of proxies voted as directed by a majority of the board of directors.

Under certain circumstances, interstate mergers and acquisitions involving associations incorporated under Ohio law are permitted by Ohio law.  A savings and loan association or savings and loan holding company with its principal place of business in another state may acquire a savings and loan association or

27


savings and loan holding company incorporated under Ohio law if the laws of such other state permit an Ohio savings and loan association or an Ohio holding company reciprocal rights.  Additionally, recently enacted legislation permits interstate branching by savings and loan associations incorporated under Ohio law.
 
Ohio law requires prior written approval of the Ohio Superintendent of Savings and Loans of a merger of an Ohio association with another savings and loan association or a holding company affiliate.

Holding Company Regulation

Holding Company Acquisitions.  The Company is a registered savings and loan holding company within the meaning of Section 10 of the HOLA, and is subject to OTS examination and supervision as well as certain reporting requirements.  Federal law generally prohibits a savings and loan holding company, without prior OTS approval, from acquiring the ownership or control of any other savings institution or savings and loan holding company, or all, or substantially all, of the assets or more than 5% of the voting shares thereof.  These provisions also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of such holding company, from acquiring control of any savings institution not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the OTS.

Holding Company Activities.  The Company operates as a unitary savings and loan holding company.  The activities of the Company and its non-savings institution subsidiaries are restricted to activities traditionally permitted to multiple savings and loan holding companies and to financial holding companies under newly added provisions of the Bank Holding Company Act. Multiple savings and loan holding companies may:

 
·
furnish or perform management services for a savings association subsidiary of a savings and loan holding company;

 
·
hold, manage or liquidate assets owned or acquired from a savings association subsidiary of a savings and loan holding company;

 
·
hold or manage properties used or occupied by a savings association subsidiary of a savings and loan holding company;

 
·
engage in activities determined by the Federal Reserve to be closely related to banking and a proper incident thereto; and

 
·
engage in services and activities previously determined by the Federal Home Loan Bank Board by regulation to be permissible for a multiple savings and loan holding company as of March 5, 1987.

The activities financial holding companies may engage in include:

 
·
lending, exchanging, transferring or investing for others, or safeguarding money or securities;

 
·
insuring, guaranteeing or indemnifying others, issuing annuities, and acting as principal, agent or broker for purposes of the foregoing;

 
·
providing financial, investment or economic advisory services, including advising an investment company;

 
·
issuing or selling interests in pooled assets that a bank could hold directly;

 
·
underwriting, dealing in or making a market in securities; and

28


·
merchant banking activities.

If the OTS determines that there is reasonable cause to believe that the continuation by a savings and loan holding company of an activity constitutes a serious risk to the financial safety, soundness or stability of its subsidiary savings institution, the OTS may impose such restrictions as deemed necessary to address such risk. These restrictions include limiting the following:

 
·
the payment of dividends by the savings institution;
 
·
transactions between the savings institution and its affiliates; and
 
·
any activities of the savings institution that might create a serious risk that the liabilities of the holding company and its affiliates may be imposed on the savings institution.

Federal Securities Laws.  The Company registered its common stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934.  The Company is subject to the proxy and tender offer rules, insider trading reporting requirements and restrictions, and certain other requirements under the Exchange Act.

Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) implemented legislative reforms intended to address corporate and accounting fraud. In addition to the establishment of an accounting oversight board which enforces auditing, quality control and independence standards, the Sarbanes-Oxley Act restricts provision of both auditing and consulting services by accounting firms. To ensure auditor independence, any non-audit services being provided to an audit client requires pre-approval by the company’s audit committee members. In addition, the audit partners must be rotated. The Sarbanes-Oxley Act requires chief executive officers and chief financial officers, or their equivalent, to certify to the accuracy of periodic reports filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement. In addition, under the Sarbanes-Oxley Act, counsel are required to report evidence of a material violation of the securities laws or a breach of fiduciary duty by a company to its chief executive officer or its chief legal officer, and, if such officer does not appropriately respond, to report such evidence to the audit committee or other similar committee of the board of directors or the board itself.

Longer prison terms now apply to corporate executives who violate federal securities laws, the period during which certain types of suits can be brought against a company or its officers has been extended, and bonuses issued to top executives prior to restatement of a company’s financial statements are now subject to disgorgement if such restatement was due to corporate misconduct. Executives are also prohibited from insider trading during retirement plan “blackout” periods, and loans to company executives are restricted. In addition, a provision directs that civil penalties levied by the SEC as a result of any judicial or administrative action under the Sarbanes-Oxley Act be deposited to a fund for the benefit of harmed investors. The Federal Accounts for Investor Restitution (“FAIR”) provision also requires the SEC to develop methods of improving collection rates. The legislation accelerates the time frame for disclosures by public companies, as they must immediately disclose any material changes in their financial condition or operations. Directors and executive officers must also provide information for most changes in ownership in a company’s securities within two business days of the change.

The Sarbanes-Oxley Act also increases the oversight of, and codifies certain requirements relating to audit committees of public companies and how they interact with the company’s “registered public accounting firm.” Audit Committee members must be independent and are barred from accepting consulting, advisory or other compensatory fees from the issuer. In addition, companies must disclose whether at least one member of the committee is a “financial expert,” as such term is defined by the SEC, and if not, why not. Under the Sarbanes-Oxley Act, a registered public accounting firm is prohibited from performing statutorily mandated audit services for a company if such company’s chief executive officer, chief financial officer, comptroller, chief accounting officer or any person serving in equivalent positions has been employed by such firm and participated in the audit of such company during the one-year period preceding the audit initiation date. The Sarbanes-Oxley Act also prohibits any officer or director of a company or any other

29


person acting under their direction from taking any action to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant engaged in the audit of the company’s financial statements for the purpose of rendering the financial statement’s materially misleading. The Sarbanes-Oxley Act also required the SEC to prescribe rules requiring inclusion of an internal control report and assessment by management in the annual report to stockholders. The Sarbanes-Oxley Act requires the registered public accounting firm that issues the audit report to attest to and report on management’s assessment of the company’s internal controls. In addition, the Sarbanes-Oxley Act requires that each financial report required to be prepared in accordance with, or reconciled to, generally accepted accounting principles and filed with the SEC reflect all material correcting adjustments that are identified by a registered public accounting firm in accordance with generally accepted accounting principles and the rules and regulations of the SEC.

Federal and State Taxation

Federal Taxation. Income taxes are accounted for under the asset and liability method which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Federal tax bad debt reserve method available to thrift institutions was repealed in 1996 for tax years beginning after 1995.  As a result, the Company was required to change from the reserve method to the specific charge-off method to compute its bad debt deduction.  The recapture amount resulting from the change in a thrift’s method of accounting for its bad debt reserves was taken into taxable income ratably (on a straight-line basis) over a six-year period.

Retained earnings as of March 31, 2007 include approximately $2.7 million for which no provision for Federal income tax has been made.  This reserve (base year and supplemental) is frozen/not forgiven as certain events could trigger a recapture such as stock redemption or distributions to shareholders in excess of current or accumulated earnings and profits.

The Company’s federal income tax returns through March 31, 2003 have been closed by statute or examination.

Ohio Taxation.  The Bank files Ohio franchise tax returns.  For Ohio franchise tax purposes, savings institutions are currently taxed at a rate equal to 1.3% of taxable net worth.  The Bank is not currently under audit with respect to its Ohio franchise tax returns.

Delaware Taxation.  As a Delaware holding company not earning income in Delaware, the Company is exempt from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware.  The tax is imposed as a percentage of the capital base of the Company with an annual maximum of $165,000.  The Company paid Delaware franchise taxes of $18,000 in fiscal 2007.

ITEM 1A.    Risk Factors

Except for the historical information contained herein, the matters discussed in this Form 10-K include certain forward-looking  statements  within the  meaning  of  Section  27A of the  Securities  Act  and  Section  21E of the Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  which are intended to be covered by the safe harbors  created  thereby.  Those statements include, but may not be  limited to, all statements regarding the intent, belief and expectations of the Company and its management, such as statements concerning the Company's future profitability.  Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, factors detailed from time to time in the Company's filings with the SEC.  Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate.

30


Therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate, and in light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a presentation by the Company or any other person that the objectives and plans of the Company will be achieved.  The Company encounters a number of risks in the conduct of its business.  A discussion of such risks follows.

The Company’s results of operations are significantly dependent on economic conditions and related uncertainties.  Commercial banking is affected, directly and indirectly, by domestic and international economic and political conditions and by governmental monetary and fiscal policies. Conditions such as inflation, recession, unemployment, volatile interest rates, real estate values, government monetary policy, international conflicts, the actions of terrorists and other factors beyond our control may adversely affect our results of operations. Changes in interest rates, in particular, could adversely affect our net interest income and have a number of other adverse effects on our operations, as discussed in the immediately succeeding risk factor. Adverse economic conditions also could result in an increase in loan delinquencies, foreclosures and nonperforming assets and a decrease in the value of the property or other collateral which secures our loans, all of which could adversely affect our results of operations. We are particularly sensitive to changes in economic conditions and related uncertainties in Northeast Ohio because we derive substantially all of our loans, deposits and other business from this area. Accordingly, we remain subject to the risks associated with prolonged declines in national or local economies.

Changes in interest rates could have a material adverse effect on our operations.  The operations of financial institutions, such as the Bank, are dependent to a large extent on net interest income, which is the difference between the interest income earned on interest-earning assets such as loans and investment securities and the interest expense paid on interest-bearing liabilities such as deposits and borrowings. Changes in the general level of interest rates can affect our net interest income by affecting the difference between the weighted-average yield earned on our interest-earning assets and the weighted-average rate paid on our interest-bearing liabilities, or interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Changes in interest rates also can affect our ability to originate loans; the value of our interest-earning assets; our ability to obtain and retain deposits in competition with other available investment alternatives; and the ability of our borrowers to repay adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Although we believe that the estimated maturities of our interest-earning assets currently are well balanced in relation to the estimated maturities of our interest-bearing liabilities (which involves various estimates as to how changes in the general level of interest rates will impact these assets and liabilities), there can be no assurance that our profitability would not be adversely affected during any period of changes in interest rates.

There are increased risks involved with commercial real estate, construction, commercial business and consumer lending activities.  Our lending activities include loans secured by existing commercial real estate.  Commercial real estate lending generally is considered to involve a higher degree of risk than single-family residential lending due to a variety of factors, including generally larger loan balances, the dependency on successful completion or operation of the project for repayment, the difficulties in estimating loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at stated maturity. Our lending activities also include commercial business loans to small- to medium-sized businesses, which generally are secured by various equipment, machinery and other corporate assets, and a wide variety of consumer loans, including home equity and second mortgage loans, automobile loans, deposit account secured loans and unsecured loans. Although commercial business loans and consumer loans generally have shorter terms and higher interest rates than mortgage loans, they generally involve more risk than mortgage loans because of the nature of, or in certain cases the absence of, the collateral which secures such loans.

 Our allowance for loan losses may not be adequate to cover probable losses. We have established an allowance for loan losses which we believe is adequate to offset probable losses on our existing loans.  There can be no assurance that any future declines in real estate market conditions, general economic

31


conditions or changes in regulatory policies will not require us to increase our allowance for loan losses, which would adversely affect our results of operations.

Growth Strategy.  The Company has pursued and continues to pursue a strategy of growth. The success of the Company's growth strategy will depend largely upon its ability to manage its credit risk and control its costs while providing competitive products and services.  This growth strategy may present special risks, such as the risk that the Company will not efficiently handle growth with its present operations, the risk of dilution of book value and earnings per share as a result of an acquisition, the risk that earnings will be adversely affected by the start-up costs associated with establishing  new products and services, the risk that the Company will not be able to attract and retain qualified personnel needed for expanded operations, and the risk that its internal monitoring and control systems may prove inadequate.

LimitedTrading Market; Shares Eligible for Future Sale; Possible Volatility of Stock Price.  The common stock is traded on the Nasdaq Global Market under the symbol "WAYN." During the 12 months ended May 15, 2007, the average weekly trading volume in the common stock has been approximately 12,142 shares per week.  There can be no assurance given as to the liquidity of the market for the common stock or the price at which any sales may occur, which price will depend upon, among other things, the number of holders thereof, the interest of securities dealers in maintaining a market in the common stock and other factors beyond the control of the Company.  The market price of the common stock could be adversely affected by the sale of additional shares of common stock owned by the Company's current shareholders.  The market price for the common stock could be subject to significant fluctuations in response to variations in quarterly and yearly operating results, general trends in the banking industry and other factors. In addition, the stock market can experience price and volume fluctuations that may be unrelated or disproportionate to the operating performance of affected companies. These broad fluctuations may adversely affect the market price of the common stock.

Dependence on Management. The Company's success depends to a great extent on its senior management, including its Chairman, Russell L. Harpster; President, Phillip E. Becker; Chief Financial Officer,  H. Stewart Fitz Gibbon III and Chief Operations Officer, Bryan K. Fehr. The loss of their individual services could have a material adverse impact on the Company's financial stability and its operations. In addition, the Company's future performance depends on its ability to attract and retain key personnel and skilled employees, particularly at the senior management level. The Company's financial stability and its operations could be adversely affected if, for any reason, one or more key executive officers ceased to be active in the Company's management.

Competition.  Banking institutions operate in a highly competitive environment.  The Company competes with other commercial banks, credit unions, savings institutions, finance companies, mortgage companies, mutual funds, and other financial institutions, many of which have substantially greater financial resources than the Company.  Certain of these competitors offer products and services that are not offered by the Company and certain competitors are not subject to the same extensive laws and regulations as the Company. Additionally, consolidation of the financial services industry in Ohio and in the Midwest in recent years has increased the level of competition. Recent and proposed regulatory changes may further intensify competition in the Company's market area.

              Holding Company Structure; Government Regulations and Policies.  The Company is a financial holding company, which is substantially dependent on the profitability of its subsidiaries and the upstream payment of dividends from Wayne Savings Community Bank to the Company.  Under state and federal banking law, the payment of dividends by the Company are subject to capital adequacy requirements. The inability of the Company to generate profits and pay such dividends to the Company, or regulator restrictions on the payment of such dividends to the Company even if earned, would have an adverse effect on the financial condition and results of operations of the Company and the Company's ability to pay dividends to the shareholders.

32


ITEM 1B.     Unresolved Staff Comments

Not applicable.

ITEM 2.    Properties

The Company conducts its business through its main banking office located in Wooster, Ohio, ten additional full service branch offices and one limited service facility located in its market area.  The following table sets forth information about its offices as of March 31, 2007.
 
Location
 
 
Leased or Owned
 
 
Original Year
Leased or
Acquired
 
 
Year of Lease
Expiration
             
North Market Street Office
151 N. Market Street
Wooster, Ohio
 
Owned
 
1902
 
N/A
             
South Market Drive Up
329 S. Market Street
Wooster, Ohio
 
Leased
 
2001
 
2021
             
Cleveland Point Financial Center
1908 Cleveland Road
Wooster, Ohio
 
Owned
 
1978
 
N/A
             
Madison South Office
2024 Millersburg Road
Wooster, Ohio
 
Owned
 
1999
 
N/A
             
Northside Office
543 Riffel Road
Wooster, Ohio
 
Leased
 
1999
 
2019
             
Millersburg Office
90 N. Clay Street
Millersburg, Ohio
 
Owned
 
1964
 
N/A
             
Claremont Avenue Office
233 Claremont Avenue
Ashland, Ohio
 
Owned
 
1968
 
N/A
             
Buehlers-Sugarbush Office
1055 Sugarbush Drive
Ashland, Ohio
 
Leased
 
2001
 
2021
             
Rittman Office
237 North Main Street
Rittman, Ohio
 
Owned
 
1972
 
N/A
             
Lodi Office
303 Highland Drive
Lodi, Ohio
 
Owned
 
1980
 
N/A
             
Village Office
1265 S. Main Street
North Canton, Ohio
 
Owned
 
1998
 
N/A
             
Stebbins Office
121 N. Main Street
Creston, Ohio
 
Owned
 
2005
 
N/A

The Company’s accounting and recordkeeping activities are maintained through an in-house data processing system.

33



ITEM 3.    Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which, in the aggregate, involve amounts which are believed by management to be immaterial to the financial condition and operations of the Company.

ITEM 4.    Submission of Matters to a Vote of Security Holders

During the fourth quarter of the fiscal year covered by this report, the Registrant did not submit any matters to the vote of security holders.

PART II

ITEM 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock trades on the Nasdaq Global Market using the symbol “WAYN.”  The following table sets forth the high and low trading prices of the Company’s common stock during the two most recent fiscal years, together with the cash dividends declared.

     
Cash
Fiscal Year Ended
   
dividend
March 31, 2007
High
Low
declared
       
First quarter
$15.65
$15.01
$.120
Second quarter
$15.30
$14.55
$.120
Third quarter
$14.93
$14.40
$.120
Fourth quarter
$15.00
$13.50
$.120
       
     
Cash
Fiscal Year Ended
   
dividend
March 31, 2006
High
Low
declared
       
First quarter
$16.43
$13.91
$.120
Second quarter
$16.50
$14.75
$.120
Third quarter
$16.00
$13.83
$.120
Fourth quarter
$16.50
$15.01
$.120

34



CHART


 
 Period Ending 
Index
03/31/02
03/31/03
03/31/04
03/31/05
03/31/06
03/31/07
Wayne Savings Bancshares, Inc.
100.00
92.63
139.87
140.52
136.29
130.83
NASDAQ Composite
100.00
72.68
108.07
108.34
126.79
131.23
SNL All Bank & Thrift Index
100.00
86.04
124.78
125.85
140.93
154.73





Source:  SNL Financial LC, Charlottesville, VA
(434) 977-1600
©2007
www.snl.com



35


As of April 11, 2007, the Company had 1,438 shareholders of record and 3,194,109 shares of common stock outstanding.  This does not reflect the number of persons whose stock is in nominee or “street name” accounts through brokers.

Payment of dividends on the common stock is subject to determination and declaration by the Board of Directors and depends upon a number of factors, including capital requirements, regulatory limitations on the payment of dividends, the Company’s results of operations and financial condition, tax considerations, and general economic conditions.  No assurance can be given that dividends will be declared or, if declared, what the amount of dividends will be, or whether such dividends, once declared, will continue.

The Company’s primary source of funds with which to pay dividends is cash and cash equivalents held at the holding company level and dividends from the Bank.  The Bank’s ability to pay dividends to the Company is limited by OTS regulations, and the Bank is required to obtain OTS nonobjection to the payment of dividends to the Company.  In determining whether to object to such dividends, the OTS considers whether (i) the Bank would be undercapitalized following the dividend, (ii) the dividend raises safety and soundness concerns, or (iii) the dividend violates any regulatory prohibition or policy.

In addition to the foregoing, earnings of the Company appropriated to bad debt reserves and deducted for federal income tax purposes are not available for payment of cash dividends or other distributions to stockholders without payment of taxes at the then-current tax rate by the Company on the amount of earnings removed from the reserves for such distributions.  The Company intends to make full use of this favorable tax treatment and does not contemplate any distribution that would create federal tax liability.

The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of common stock of the Company during the indicated periods.

 
 
 
 
Period
 
Total Number
of Shares
Purchased
   
Average
Price Paid
per Share
   
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
   
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs(1)
 
                                 
January 1-31, 2007
   
-
     
-
     
-
     
167,967
 
                                 
February 1-28, 2007
   
55,000
    $
14.57
     
-
     
112,967
 
                                 
March 1-31, 2007
   
-
     
-
     
-
     
112,967
 
                                 
     Total
   
55,000
    $
14.57
     
-
     
112,967
 
____________
(1)
On December 28, 2006, the Company announced the near completion of the repurchase program announced June 6, 2005 and the authorization of the Board of Directors of a new program for the repurchase of 162,165 shares, or 5% of the Company’s then outstanding shares.

36


Equity Compensation Plan Information

The following table sets forth information as of March 31, 2007 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

               
Number of Shares Remaining 
   
Number of shares to be issued 
 
Weighted-Average 
 
Available for Future Issuance 
   
Upon the exercise of outstanding 
 
Exercise Price of 
 
(Excluding Shares reflected in 
Plan Category
 
Options, Warrants and Rights 
 
Outstanding Options 
 
the First Column) 
Equity Compensation
                 
Plans Approved by
                 
Security Holders
   
114,224
     
$   13.95
     
-
 
                         
Equity Compensation
                       
Plans Not Approved by
                       
Security Holders
   
-
     
-
     
-
 
     
114,224
     
$   13.95
     
-
 
                         

ITEM 6.    Selected Financial Data

The following table set forth certain consolidated financial and other data of Wayne Savings Bancshares, Inc., at the dates and for the years indicated.  The consolidated financial statements as of and for the years ended March 31, 2003, are those of Wayne Savings Bancshares, Inc. prior to the reorganization and change in corporate form discussed in the Notes to the Consolidated Financial Statements and elsewhere herein.  For additional information about the Company, reference is made to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements of the Company.

   
At March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In thousands)
 
Selected Financial Condition Data:
                             
Total assets
  $
405,737
    $
403,679
    $
403,633
    $
369,007
    $
378,991
 
Loans receivable, net
   
240,049
     
235,312
     
213,627
     
205,443
     
228,373
 
Mortgage-backed securities (1)
   
69,065
     
55,731
     
60,352
     
88,428
     
76,002
 
Investment securities
   
54,693
     
73,307
     
72,856
     
31,582
     
35,841
 
Cash and cash equivalents (2)
   
17,215
     
14,123
     
29,942
     
19,887
     
17,496
 
Deposits
   
333,540
     
332,570
     
320,586
     
291,830
     
300,931
 
Stockholders’ equity
   
34,433
     
35,516
     
40,199
     
43,561
     
44,663
 
__________________________________
(1)  Includes mortgage-backed securities available for sale.
(2)  Includes cash and due from banks, interest-bearing deposits in other financial institutions, and federal funds sold.

37



   
Year Ended March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In thousands, except per share amounts)
 
Selected Operating Data:
                             
Interest income
  $
22,410
    $
19,688
    $
17,632
    $
18,216
    $
20,023
 
Interest expense
   
11,198
     
8,280
     
6,716
     
7,147
     
9,169
 
Net interest income
   
11,212
     
11,408
     
10,916
     
11,069
     
10,854
 
Provision for losses on  loans
   
100
     
211
     
430
     
173
     
91
 
Net interest income after provision for losses
                                       
 on loans
   
11,112
     
11,197
     
10,486
     
10,896
     
10,763
 
Other income
   
1,666
     
1,777
     
1,662
     
1,933
     
1,643
 
General, administrative and other
                                       
expense (1)
   
9,767
     
10,899
     
11,852
     
8,971
     
8,417
 
Earnings before income taxes (credits)
   
3,011
     
2,075
     
296
     
3,858
     
3,989
 
Federal income taxes (credits)
   
850
     
435
      (85 )    
1,154
     
1,217
 
                                         
NET EARNINGS
  $
2,161
    $
1,640
    $
381
    $
2,704
    $
2,772
 
                                         
Basic earnings per share (2)
  $
0.68
    $
0.50
    $
0.11
    $
0.72
    $
0.71
 
Diluted earnings per share (2)
  $
0.68
    $
0.50
    $
0.11
    $
0.72
    $
0.71
 
Cash dividends declared
                                       
per common share (3)
  $
0.48
    $
0.48
    $
0.48
    $
0.47
    $
0.45
 

__________________________________
 
(1)  In 2005, general, administrative and other expense includes $1.4 million of costs related to accelerating the Company’s Management Recognition and Stock Option Plans.
 
(2)  All per share amounts have been restated to give effect to the 1.5109 to 1.00 share exchange ratio provided for in the Company’s conversion offering.
 
(3)  During the fiscal year ended March 31, 2003, the M.H.C. waived its right to receive all dividends.

   
At or For the Year Ended March 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
                               
Key Operating Ratios and Other Data:
                             
Return on average assets (net earnings divided
                             
  by average total assets)
    0.54 %     0.42 %     0.10 %     0.73 %     0.78 %
Return on average equity (net earnings
                                       
  divided by average equity)
   
6.09
     
4.42
     
0.90
     
6.09
     
8.80
 
Average equity to average assets
   
8.83
     
9.47
     
10.93
     
11.95
     
8.92
 
Equity to assets at year end
   
8.49
     
8.80
     
9.96
     
11.80
     
11.78
 
Interest rate spread (difference between average
                                       
  yield on interest-earning assets and average
                                       
  cost of interest-bearing liabilities)
   
2.83
     
3.02
     
2.89
     
2.97
     
3.09
 
Net interest margin (net interest income
                                       
  as a percentage of average interest-
                                       
  earning assets)
   
2.96
     
3.10
     
3.02
     
3.14
     
3.24
 
General, administrative and other expense
                                       
  to average assets (1)
   
2.42
     
2.83
     
2.67
     
2.41
     
2.38
 
Nonperforming and impaired loans
                                       
  to loans receivable, net
   
0.40
     
0.33
     
0.42
     
0.36
     
1.09
 
Nonperforming and impaired assets
                                       
  to total assets
   
0.23
     
0.23
     
0.23
     
0.23
     
0.66
 
Average interest-earning assets to average
                                       
  interest-bearing liabilities
   
104.46
     
104.09
     
106.49
     
108.12
     
105.40
 
Allowance for loan losses to nonperforming
                                       
  and impaired loans
   
160.32
     
192.23
     
151.66
     
109.10
     
27.17
 
Allowance for loan losses to nonperforming
                                       
  and impaired assets
   
160.32
     
159.91
     
146.01
     
96.22
     
27.17
 
Net interest income after provision for losses
                                       
  on loans, to general, administrative and
                                       
  other expense (1)
   
114.04
     
102.72
     
100.11
     
121.46
     
127.87
 
Number of full-service offices
   
11
     
11
     
11
     
10
     
10
 
Dividend payout ratio
   
70.59
     
96.00
     
436.36
     
66.83
     
38.35
 

___________________________________
 
(1)  In calculating this ratio, general, administrative and other expense does not include provisions for losses on the disposal of real estate acquired through foreclosure.  For fiscal  2005, this ratio does not include expense relating to acceleration of the Company’s Management Recognition Plan and Stock Option Plan.

38




ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The consolidated financial statements include Wayne Savings Bancshares, Inc. and its wholly-owned subsidiary, Wayne Savings Community Bank.  Intercompany transactions and balances are eliminated in the consolidated financial statements.

The Company’s net earnings are primarily dependent on its net interest income, which is the difference between interest income earned on its loan, mortgage-backed securities and investment portfolios, and its cost of funds, consisting of interest paid on deposits and borrowings.  The Company’s net earnings also are affected by its provision for losses on loans, as well as the amount of other income, including trust fees and service charges, and general, administrative and other expense, such as salaries and employee benefits, deposit insurance premiums, occupancy and equipment costs, and income taxes.  Earnings of the Company also are affected significantly by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities.

Business Strategy

The Company’s current business strategy is to operate a well-capitalized, profitable and community-oriented bank dedicated to providing quality service and products to its customers.  The Company has sought to implement this strategy in recent years by: (1) closely monitoring the needs of customers and providing personal, quality customer service; (2) continuing the origination of a wide array of loan products in the Company’s market area; (3) managing interest rate risk exposure by better matching asset and liability maturities and rates; (4) increasing fee income, including the continuing growth of a trust department; (5) managing asset quality; (6) maintaining a strong retail deposit base; (7) maintaining capital in excess of regulatory requirements; and (8) emphasizing the commercial loan program to add high quality, higher yielding assets to the Company’s loan portfolio.

Discussion of Financial Condition Changes from March 31, 2006 to March 31, 2007

In addition to the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties.  Economic circumstances, the Company’s operations, and actual results could differ significantly from those discussed in forward-looking statements.  Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and the Company’s general market area.  The forward-looking statements contained herein include, but are not limited to, those with respect to the following matters:  (1) management’s determination of the amount and adequacy of the allowance for loan losses; (2) the effect of changes in interest rates; (3) management’s opinion as to the effects of recent accounting pronouncements on the Company’s consolidated financial statements; and (4) management’s opinion as to the Bank’s ability to maintain regulatory capital at current levels.  The Company considers the allowance for loan losses and related loss provision to be a critical accounting policy.  A detailed discussion as to the application of such policy is set forth on the following pages.

39


Discussion of Financial Condition Changes from March 31, 2006 to March 31, 2007 (continued)

At March 31, 2007, the Company reported total assets of $405.7 million, an increase of $2.1 million, or 0.5%, over the $403.7 million total at March 31, 2006.

Cash, interest-bearing deposits and investment securities decreased by $15.5 million, or 17.8%, to $71.9 million at March 31, 2007, mainly due to a reduction in investment securities, as securities totaling $22.5 million matured and $2.5 million were sold during fiscal 2007.  The proceeds from these investments were used to fund growth in loans and mortgage-based securities and the $9.0 million increase in federal funds sold.  Mortgage-backed securities increased by $13.3 million, or 23.9%, to $69.1 million, at March 31, 2007, as purchases of $32.2 million of these securities were partially offset by  principal repayments totaling $19.3 million.

During the fiscal year ended March 31, 2007, loans receivable increased by $4.7 million, or 2.0%, as the Bank originated and retained $55.2 million of loans and received payments of $50.4 million.   Rather than reinvest funds from repayments on loans in long-term, fixed-rate and lower yielding residential loans, the lending division has been able to originate shorter-term adjustable-rate commercial loans.  The Company believes that investing in shorter-term and adjustable-rate commercial loans positions the Company favorably in the current interest rate environment.  The composition of the loan portfolio continued to evolve during the fiscal year ended March 31, 2007, as exemplified by a net decrease of $6.7 million in residential and construction mortgage loans, which were more than offset by increases in nonresidential real estate loans of $5.3 million and a net increase in commercial loans of $4.6 million.

At both March 31, 2007 and 2006, the allowance for loan losses totaled $1.5 million, or 0.6% of loans.  In determining the amount of loan loss allowance at any point of time, management and the Board apply a systematic process of focusing on the risk of loss in the portfolio.  First, delinquent nonresidential, multi-family and commercial loans are evaluated for potential impairment in carrying value.  At March 31, 2007, all delinquent nonresidential, multi-family and commercial loans were viewed as well-secured, with no material loss anticipated. The second step in determining the allowance for loan losses entails the application of historic loss experience to individual loan types in the portfolio.  In addition to the historic loss percentage, management employs an additional risk percentage tailored to the Board’s and management’s perception of the overall risk in the economy.  Finally, to provide additional assurance regarding the validity of the commercial loan risk rating system, management engages a third party loan reviewer who provides independent validation of the Bank’s loan grading process.  Due primarily to the growth of the nonresidential real estate and the commercial loan portfolio, management provided $100,000 to the allowance for loan losses during fiscal 2007.

Deposits totaled $333.5 million at March 31, 2007, an increase of $970,000, or 0.3% over the $332.6 million total at March 31, 2006, generally reflecting the Bank’s competitive deposit pricing in all market areas.  Money market investor accounts grew by $9.1 million as management introduced a 4.0% interest rate product in a promotion initiated to attract new depositors.  Certificates of deposit increased by $5.2 million.  These increases were partially offset by a decrease in savings accounts of $9.6 million and a decrease of $3.6 million in NOW accounts.  The increase in the money market and certificate of deposit accounts carried a much higher cost of funds compared to the savings and NOW account decreases, contributing to the 72 basis point increase in the cost of deposits  to the March 31, 2007 level of 2.94% compared to 2.22% at March 31, 2006.

Borrowings remained relatively unchanged at $34.5 million at March 31, 2007 as compared with $32.8 million at March 31, 2006.

40


Discussion of Financial Condition Changes from March 31, 2006 to March 31, 2007 (continued)

Stockholders’ equity totaled $34.4 million, a decrease of $1.1 million, or 3.1%, during the fiscal year ended March 31, 2007, due primarily to purchases of treasury stock totaling $2.8 million, dividends totaling $1.6 million and an increase in the accumulated comprehensive loss arising from the SFAS No. 158 pension adjustment of $226,000.  These amounts were partially offset by $2.2 million in net earnings for the fiscal year ended March 31, 2007, a decrease of $761,000 in accumulated comprehensive losses related to the unrealized losses on available for sale securities and from stock option exercises totaling $458,000.

Comparison of Operating Results for the Years Ended March 31, 2007 and 2006

General

Net earnings totaled $2.2 million for the fiscal year ended March 31, 2007, an increase of $521,000, or 31.8%, when compared to the net earnings of $1.6 million for the fiscal year ended March 31, 2006.  The increase in net earnings was primarily attributable to a decrease in general, administrative and other expense of $1.1 million, or 10.4%, coupled with a decrease in the provision for losses on loans of $111,000, which were partially offset by a $196,000 decrease in net interest income and an $111,000 decrease in other income.

Interest Income

Interest income totaled $22.4 million for the fiscal year ended March 31, 2007, an increase of $2.7 million, or 13.8%, compared to fiscal 2006.  This increase was mainly due to an increase in the weighed-average yield on interest-earning assets to 5.91% in fiscal 2007 from 5.36% for fiscal 2006, and an increase in the average outstanding balance of $11.6 million, or 3.2%.  The yield increase was primarily due to the Federal Reserve raising the federal funds rate 50 basis points over the past year.  These rate increases have beneficially affected the yields earned on the Company’s investment securities and interest-earning deposits.  The Company has purposefully invested excess funds in shorter-term securities and adjustable-rate loans rather than long-term fixed-rate loans.  Although this strategy can sacrifice short-term income, it strengthens the Company’s interest rate risk position and allows the Company to profitably redeploy such assets in a rising interest rate environment.

Interest income on loans increased by $1.8 million, or 13.1%, for the fiscal year ended March 31, 2007, compared to the same period in 2006, due primarily to a $14.5 million, or 6.5%, increase in the average balance of loans outstanding year over year, coupled with a 39 basis point increase in the weighted-average yield on loans outstanding.  The increase in the average balance of loans was primarily due to the emphasis on nonresidential and commercial loans.

Interest income on mortgage-backed securities increased by $1.0 million, or 50.0%, during fiscal 2007, compared to fiscal 2006, due primarily to an increase of 118 basis points in the weighted-average yield to 5.01%, compared to 3.83% in the comparable 2006 period, generally reflecting the increase in market interest rates over fiscal 2007 and 2006, coupled with an increase of $8.0 million, or 14.6%, in the average balance outstanding year to year.


41


Comparison of Operating Results for the Years Ended March 31, 2007 and 2006 (continued)

Interest income on investment securities decreased by $395,000, or 12.9%, during fiscal 2007 compared to fiscal 2006, reflecting a decrease in the average balance of $12.2 million, or 16.0%, to $64.1 million in fiscal 2007 from $76.2 million during fiscal 2006, which was partially offset by an increase in the weighted-average yield of 15 basis points to 4.16%.  The decrease in the average volume reflects the Company’s strategy of managing interest rate risk by re-investing investment portfolio maturities in mortgage-backed securities which have a better yield and relatively shorter life than loans, when loan originations cannot keep pace with the cash flow produced by the investment portfolio.

Interest income on interest-earning deposits increased by $224,000, or 50.7%, for the fiscal year ended March 31, 2007, due primarily to an increase in the weighted-average yield of 120 basis points to 4.40%, coupled with an increase of $1.3 million, or 9.6%, in the average balance outstanding during fiscal 2007.

Interest Expense

Interest expense totaled $11.2 million for the fiscal year ended March 31, 2007, an increase of $2.9 million, or 35.2%, over fiscal 2006.  The increase in interest expense resulted from an increase in the weighted-average cost of funds of 74 basis points to 3.08% for fiscal 2007, coupled with an increase of $9.8 million, or 2.8%, in the average balance of deposits and borrowings outstanding in fiscal 2007.

Interest expense on deposits totaled $9.8 million for fiscal 2007, an increase of $2.6 million, or 35.6%, compared to fiscal 2006.  The increase resulted from an increase of 72 basis points in the weighted-average cost of deposits to 2.94% for fiscal 2007, and an increase in the average balance outstanding of $7.0 million, or 2.1%.  As noted earlier, a shift in the composition of deposits from lower cost savings deposits to higher cost certificates of deposits contributed to the increase in the cost of deposits.

Interest expense on borrowings totaled $1.4 million for the fiscal year ended March 31, 2007, an increase of $356,000, or 32.9%, from the 2006 period, due primarily to an increase in the average balance of $2.9 million, or 10.1%, and an increase in the weighted-average cost of borrowings of 79 basis points to 4.60% for the fiscal year ended March 31, 2007 as a result of the repayment of lower rate advances.

Net Interest Income

Net interest income totaled $11.2 million for the fiscal year ended March 31, 2007, a decrease of $196,000, or 1.7%, from fiscal 2006.  The average interest rate spread decreased to 2.83% for fiscal 2007 from 3.02% for fiscal 2006.  The net interest margin decreased to 2.96% for fiscal 2007 from 3.10% for the fiscal year ended March 31, 2006.   These ratios decreased as the increase in the yield on average interest-earning assets of 55 basis points was less than the 74 basis point increase in the cost of interest-bearing liabilities.  As noted earlier, a shift in the composition of deposits from lower cost savings deposits and NOW accounts to the higher cost of money market investor and certificates of deposit accounts contributed to the larger increase in the cost of deposits.

Provision for Losses on Loans

The Company recorded a provision for losses on loans totaling $100,000 and $211,000 for the fiscal years ended March 31, 2007 and 2006, respectively.  To the best of management’s knowledge, all known and inherent losses that are probable and which can be reasonably estimated have been recorded as of March 31, 2007.


42


Comparison of Operating Results for the Years Ended March 31, 2007 and 2006 (continued)

Other Income

Other income, consisting primarily of an increase in cash surrender value of life insurance, trust income, service fees, and charges on deposit accounts, decreased by $111,000, or 6.2%, to $1.7 million for fiscal 2007, from $1.8 million for the fiscal year ended March 31, 2006.  The decrease resulted primarily from a decrease in the cash surrender value of life insurance of $160,000 and the absence of $67,000 in gain on sale of loans.   These decreases were partially offset by an increase in service fees, charges and other operating income of $66,000, or 5.3%, and an increase in trust income of $50,000, or 65.8%.  The decrease in cash surrender value of life insurance was the result of a cash payment received from the bank owned life insurance policy, causing the decrease in the average balance of these policies for the fiscal year ended March 31, 2007.   The absence of gain on sale of loans was due to management’s decision during fiscal 2006 to retain certain fixed-rate mortgage loans to facilitate growth in the portfolio.

General, Administrative and Other Expense

General, administrative and other expense decreased by $1.1 million, or 10.4%, to $9.8 million for the fiscal year ended March 31, 2007, compared to fiscal 2006.  The decrease in general, administrative and other expense is primarily due to a reduction in employee compensation expense of $864,000, or 13.5%, due to employee attrition coupled with management’s initiative to enhance the Bank’s sales culture, the elimination of several positions and the absence of expenses associated with the death of the Company’s Former Chairman, President and Chief Executive Officer and the retirement of the Company’s former Executive Vice President and Chief Operating Officer. Franchise tax expense was reduced by $312,000, or 59.0%, mainly due to a receivable from an amendment of prior returns coupled with the benefits of the treasury stock repurchase program from the prior year.  A decrease of $44,000, or 2.3%, in other operating expense was primarily attributable to decreased advertising and public relations costs of $59,000 and reduced professional, legal and audit expenses of $62,000, which were partially offset by an increase in internet costs of $90,000. These decreases were offset by an increase of $71,000, or 3.7%, in occupancy and equipment expense which was primarily due to increased data line costs related to the online banking program, coupled with an increase of depreciation expense, building related maintenance and real estate taxes increases.

Federal Income Taxes

Federal income tax expense was $850,000 for the fiscal year ended March 31, 2007, reflecting an increase of $415,000, or 95.4%, over fiscal 2006.  The increase resulted primarily from a $936,000, or 45.1%, increase in pre-tax earnings.  The effective tax rates for fiscal 2007 and 2006 were 28.2% and 21.0%, respectively.  The difference in the effective tax rate from the 34% statutory rate is mainly due to the beneficial effects of income from cash surrender value of life insurance and other tax-exempt obligations.

Comparison of Operating Results for the Years Ended March 31, 2006 and 2005

General

Net earnings totaled $1.6 million for the fiscal year ended March 31, 2006, an increase of $1.3 million compared to the net earnings of $381,000 for the fiscal year ended March 31, 2005.  The increase in net earnings was primarily attributable to an increase net interest income of $492,000, a decrease in provision for losses on loans of $219,000 and a decrease in general, administrative and other expense of $953,000.  The growth in pretax earnings was partially offset by an increase in federal income taxes of $520,000.


43


Comparison of Operating Results for the Years Ended March 31, 2006 and 2005  (continued)

Interest Income

Interest income increased by $2.1 million, or 11.7%, to $19.7 million for the fiscal year ended March 31, 2006, compared to fiscal 2005.  This increase was mainly due to an increase in the weighted-average yield on interest-earning assets to 5.36% in fiscal 2006 from 4.87% for fiscal 2005, coupled with an increase in the average balance outstanding of $5.9 million, or 1.6%.  The yield increase was primarily due to the Federal Reserve raising the federal funds rate by 2.0% over the past year.  These rate increases have beneficially affected the yields earned on the Company’s investment securities and interest-bearing deposits.  The Company has purposefully invested excess funds in shorter-term securities and adjustable-rate loans rather than long-term fixed-rate loans.  Although this strategy can sacrifice short-term income, it strengthens the Company’s interest rate risk position and allows the Company to profitably redeploy such assets in a rising interest rate environment.

Interest income on loans increased by $1.2 million, or 9.3%, for the fiscal year ended March 31, 2006, compared to fiscal 2005, due primarily to a $10.2 million, or 4.8%, increase in the average balance of loans outstanding year over year, coupled with a 26 basis point increase in the weighted-average yield on loans.  The increase in the average balance of loans was primarily due to the emphasis on origination of nonresidential and commercial loans.

Interest income on mortgage-backed securities decreased by $159,000, or 7.1%, during fiscal  2006, compared to fiscal 2005, due primarily to a decrease of $18.3 million, or 25.1%, in the average balance due to principal prepayments.  The decrease in the average balance was offset by an increase of 74 basis points in the weighted-average yield to 3.83%, as compared to 3.09%, from the comparable 2005 period, generally reflecting upward interest rate adjustments in the rising rate environment.

Interest income on investment securities increased by $1.0 million, or 49.4%, during fiscal 2006 compared to fiscal 2005, reflecting an increase in the average balance of $24.1 million, or 46.1%, to $76.2 million in fiscal 2006 from $52.2 million during fiscal 2005, coupled with an increase in the weighted-average yield of 8 basis points to 4.01%.  The increase in the average volume reflects the Company’s strategy of investing in short-term investment securities in the increasing interest rate environment. This strategy provided the Company with flexibility to use funds from securities sales and repayments to originate loans such as nonresidential and commercial loans with higher yields and in some instances shorter terms.

Interest income on interest-bearing deposits increased by $6,000, or 1.4%, for the fiscal year ended March 31, 2006, due primarily to an increase in the weighted-average yield of 137 basis points to 3.20%, partially offset by a reduction in the average balance during fiscal 2006 of $10.1 million, or 42.2%.

Interest Expense

Interest expense totaled $8.3 million for the fiscal year ended March 31, 2006, an increase of $1.6 million, or 23.3%, from fiscal 2005.  The increase in interest expense resulted from an increase in the weighted-average cost of funds of 36 basis points to 2.34% for fiscal 2006, coupled with an increase of $13.5 million, or 4.0%, in the average balance of deposits and borrowings outstanding in fiscal 2006.

Interest expense on deposits totaled $7.2 million for fiscal 2006, an increase of $1.5 million, or 26.6%, compared to fiscal 2005.  The increase in interest expense resulted from an increase of 41 basis points in the weighted-average cost of deposits to 2.22% for fiscal 2006, coupled with an increase in the average balance outstanding of $11.2 million, or 3.6%.  As noted earlier, a shift in the composition of deposits from lower cost savings deposits to higher cost certificates of deposits contributed to the increase in the cost of deposits.

44



Comparison of Operating Results for the Years Ended March 31, 2006 and 2005  (continued)

Interest Expense (continued)

Interest expense on borrowings totaled $1.1 million for the fiscal year ended March 31, 2006, an increase of $51,000, or 4.9%, from fiscal 2005, due primarily to an increase in the average balance of $2.3 million, or 9.0%, which was partially offset by a decrease in the weighted-average cost of funds of 15 basis points to 3.81% for the fiscal year ended March 31, 2006 as a result of the repayment of higher rate advances.

Net Interest Income

Net interest income totaled $11.4 million for the fiscal year ended March 31, 2006, an increase of $492,000, or 4.5%, from fiscal 2005.  The average interest rate spread increased to 3.02% for fiscal 2006 from 2.89% for fiscal 2005.  The net interest margin increased to 3.10% for fiscal 2006 from 3.02% for the fiscal year ended March 31, 2005.

Provision for Losses on Loans

The Company recorded a provision for losses on loans totaling $211,000 and $430,000 for the fiscal years ended March 31, 2006 and 2005, respectively.  To the best of management’s knowledge, all known and inherent losses that are probable and which can be reasonably estimated have been recorded as of March 31, 2006.

Other Income

Other income, consisting primarily of an increase in cash surrender value of life insurance, gains on sale of loans, service fees, and charges on deposit accounts increased by $115,000, or 6.9%, to $1.8 million for the fiscal year ended March 31, 2006, from $1.7 million for fiscal 2005.  The increase resulted primarily from an increase in the cash surrender value of life insurance of $123,000, trust income of $76,000 and an increase of $20,000, or 1.6% in service fees, charges and other operating income, partially offset by a reduction of $104,000 in gain on sale of loans. The decline in gain on sale of loans was primarily due to a significant reduction in origination volume, amplified by management’s decision during fiscal 2006 to retain certain fixed-rate mortgage loans to facilitate growth in the portfolio.

General, Administrative and Other Expense

General, administrative and other expense decreased by $953,000, or 8.0%, to $10.9 million for the fiscal year ended March 31, 2006, compared to fiscal 2005.  The decrease in general, administrative and other expense was primarily due to the absence of the $1.4 million in accelerated expense related to the management recognition and stock option plan recognized in 2005.  Employee compensation and benefits decreased by $848,000, or 11.7%.  Net of the aforementioned accelerated expense of the management recognition and stock option plan, employee compensation and benefits increased by $554,000, due primarily to $421,000 in retirement expense recognized due to the death of the former Chief Executive Officer and retirement of the Chief Operations Officer and normal merit salary increases.  An increase of $68,000, or 3.7%, in occupancy and equipment expense was primarily due to increased data line costs related to the online banking program, coupled with an increase in depreciation expense.  A decrease of $48,000, or 8.3%, in franchise taxes was due to the reduction in equity from the repurchase of treasury stock.  The increase in other operating expense was primarily attributable to increased professional costs related to routine compliance matters, the new online banking program, and additional service charges related to the trust department.


45


Comparison of Operating Results for the Years Ended March 31, 2006 and 2005  (continued)

Federal Income Taxes

Federal income tax expense was $435,000 for the fiscal year ended March 31, 2006, an increase of $520,000 from fiscal 2005.  The increase resulted primarily from a $1.8 million increase in pre-tax earnings.  The difference in the effective tax rate or rate of benefits from the 34% statutory rate was mainly due to the beneficial effects of income from cash surrender value of life insurance and other tax-exempt obligations.

46



AVERAGE BALANCE SHEET
 


 
The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.

   
Year Ended March 31,
 
   
2007
   
2006
   
2005
 
                                                       
   
Average
         
Average
   
Average
         
Average
   
Average
         
Average
 
   
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
 
   
(Dollars in thousands)
 
Interest-earning assets:
                                                     
Loans receivable, net (1)
  $
237,429
    $
15,943
      6.71 %   $
222,944
    $
14,096
      6.32 %   $
212,785
    $
12,898
      6.06 %
Mortgage-backed securities (2)
   
62,598
     
3,137
     
5.01
     
54,629
     
2,091
     
3.83
     
72,911
     
2,250
     
3.09
 
Investment securities
   
64,070
     
2,664
     
4.16
     
76,246
     
3,059
     
4.01
     
52,172
     
2,048
     
3.93
 
Interest-earning deposits (3)
   
15,140
     
666
     
4.40
     
13,808
     
442
     
3.20
     
23,871
     
436
     
1.83
 
Total interest-earning assets
   
379,237
     
22,410
     
5.91
     
367,627
     
19,688
     
5.36
     
361,739
     
17,632
     
4.87
 
                                                                         
Non-interest-earning assets
   
22,657
                     
24,736
                     
23,475
                 
                                                                         
Total assets
  $
401,894
                    $
392,363
                    $
385,214
                 
                                                                         
Interest-bearing liabilities:
                                                                       
Deposits
  $
331,723
     
9,759
     
2.94
    $
324,771
     
7,197
     
2.22
    $
313,611
     
5,684
     
1.81
 
Borrowings
   
31,308
     
1,439
     
4.60
     
28,424
     
1,083
     
3.81
     
26,076
     
1,032
     
3.96
 
Total interest-bearing liabilities
   
363,031
     
11,198
     
3.08
     
353,195
     
8,280
     
2.34
     
339,687
     
6,716
     
1.98
 
                                                                         
Non-interest-bearing liabilities
   
3,389
                     
2,025
                     
3,410
                 
                                                                         
Total liabilities
   
366,420
                     
355,220
                     
343,097
                 
                                                                         
Stockholders’ equity
   
35,474
                     
37,143
                     
42,117
                 
                                                                         
Total liabilities and stockholders’ equity
  $
401,894
                    $
392,363
                    $
385,214
                 
                                                                         
Net interest income
          $
11,212
                    $
11,408
                    $
10,916
         
                                                                         
Interest rate spread (4)
                    2.83 %                     3.02 %                     2.89 %
                                                                         
Net yield on interest-earning assets (5)
                    2.96 %                     3.10 %                     3.02 %
Ratio of average interest-earning assets to average 
                                                                     
interest-bearing liabilities
                    104.46 %                     104.09 %                     106.49 %
_______________________________________________
(1)
Includes non-accrual loan balances.
(2)
Includes mortgage-backed securities designated as available for sale.
(3)
Includes federal funds sold and interest-bearing deposits in other financial institutions.
(4)
Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(5)
Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets.

47


Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated.  For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in average volume (changes in average volume multiplied by old rate); and (ii) changes in rate (change in rate multiplied by old average volume).  Changes in rate-volume (changes in rate multiplied by the change in average volume) have been allocated proportionately between changes in rate and changes in volume.

   
Year ended March 31,
 
   
2007 vs. 2006
   
2006 vs. 2005
 
   
Increase
         
Increase
       
   
(decrease)
   
Total
   
(decrease)
   
Total
 
   
due to
   
increase
   
due to
   
increase
 
   
Volume
   
Rate
   
(decrease)
   
Volume
   
Rate
   
(decrease)
 
   
(In thousands)
 
Interest income attributable to:
                                   
Loans receivable
  $
941
    $
906
    $
1,847
    $
629
    $
569
    $
1,198
 
Mortgage-backed securities
   
330
     
716
     
1,046
      (633 )    
474
      (159 )
Investment securities
    (502 )    
107
      (395 )    
965
     
46
     
1,011
 
Interest-bearing deposits
   
46
     
178
     
224
      (316 )    
322
     
6
 
Total interest-earning  assets
   
815
     
1,907
     
2,722
     
645
     
1,411
     
2,056
 
                                                 
Interest expense attributable to:
                                               
Deposits
   
157
     
2,405
     
2,562
     
208
     
1,305
     
1,513
 
Borrowings
   
118
     
238
     
356
     
91
      (40 )    
51
 
Total interest-bearing liabilities
   
275
     
2,643
     
2,918
     
299
     
1,265
     
1,564
 
Increase (decrease) in net interest income
  $
540
    $ (736 )   $ (196 )   $
346
    $
146
    $
492
 

Liquidity and Capital Resources

The Bank’s primary sources of funds are deposits, principal payments and prepayments on loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations.  While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by the general level of interest rates, economic conditions and competition.  The Bank manages the pricing of deposits to maintain a desired level of deposits and cost of funds.  In addition, the Bank invests excess funds in federal funds and other short-term interest-earning assets, which provide liquidity to meet lending requirements.  Federal funds sold and other liquid assets outstanding at March 31, 2007, 2006 and 2005, amounted to $141.0 million, $143.2 million and $163.2 million, respectively.  For additional information about cash flows from the Company’s operating, financing and investing activities, see the Statements of Cash Flows included in the Consolidated Financial Statements.

A major portion of the Bank’s liquidity consists of cash and cash equivalents, which are a product of their operating, investing and financing activities.  The primary sources of cash are net earnings, principal repayments on loans and mortgage-backed securities, proceeds from advances from the FHLB, maturities and sales of investment and mortgage-backed securities.  Liquidity management is both a daily and long-term function of business management.  If the Bank requires funds beyond its ability to generate funds internally, borrowing agreements exist with the FHLB, which provide an additional source of funds.  At March 31, 2007, the Company had $34.5 million in outstanding advances from the FHLB.  At March 31, 2007, based on current collateral agreements, an additional $56.6 million in borrowing capacity is available.  If additional collateral is pledged, the Company has additional borrowing capacity from the FHLB totaling $163.6 million based on management estimates.

48



Contractual Obligations

The following table summarizes the Company’s contractual obligations at March 31, 2007.

   
Payments due by period
 
   
Less
               
More
       
   
than
   
1-3
   
 3-5
   
than
       
   
1 year
   
years
   
years
   
5 years
   
Total
 
   
(In thousands)
 
                                   
Contractual obligations:
                                 
Operating lease obligations
  $
86
    $
145
    $
61
    $
-
    $
292
 
Advances from the Federal Home Loan Bank
   
5,000
     
16,000
     
13,500
     
-
     
34,500
 
Certificates of deposit
   
131,641
     
52,378
     
8,592
     
642
     
193,253
 
                                         
Amount of commitments expiring per period:
                                       
Commitments to originate loans:
                                       
Letters of credit
   
231
     
-
     
-
     
-
     
231
 
Overdraft lines of credit
   
372
     
-
     
-
     
-
     
372
 
Home equity lines of credit
   
16,924
     
-
     
-
     
-
     
16,924
 
One- to four-family and multi-family loans (1)
   
3,516
     
-
     
-
     
-
     
3,516
 
Commercial lines of credit and loans (1)
   
16,195
     
-
     
-
     
-
     
16,195
 
                                         
Total contractual obligations
  $
173,965
    $
68,523
    $
22,153
    $
642
    $
265,283
 

____________________
 (1)  Including undisbursed portions of loans in process.

Impact of Inflation and Changing Prices

The consolidated financial statements of the Company and notes thereto, presented elsewhere herein, have been prepared in accordance with U.S. GAAP, which requires the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation.  The impact of inflation is reflected in the increased cost of the Company’s operations.  Unlike most industrial companies, nearly all the assets and liabilities of the Company are monetary.  As a result, interest rates have a greater impact on the Company’s performance than do the effect of general levels of inflation.  Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

Asset and Liability Management-Interest Rate Sensitivity Analysis

The Bank, like other financial institutions, is subject to interest rate risk to the extent that interest-earning assets reprice at a different time than interest-bearing liabilities.  As part of their effort to monitor and manage interest rate risk, the Bank uses the “net portfolio value” (“NPV”) methodology adopted by the OTS as part of its interest rate sensitivity regulations.  The application of NPV methodology illustrates certain aspects of the Bank’s interest rate risk.

Generally, NPV is the discounted present value of the difference between incoming cash flows on interest-earning and other assets and outgoing cash flows on interest-bearing and other liabilities.  The application of the methodology attempts to quantify interest rate risk as the change in the NPV, which would result from a theoretical change in market interest rates.

49



Asset and Liability Management-Interest Rate Sensitivity Analysis (continued)

Presented below, as of March 31, 2007 and 2006, is an analysis of the Bank’s interest rate risk as measured by changes in NPV for instantaneous and sustained 100, 200 and 300 basis point (1 basis point equals .01%) increases and a 100 and 200 basis point decrease in market interest rates.  Due to the current interest rate environment, the changes in NPV are not estimated for a decrease of 300 basis points.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the NPV approach.  For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.  Further, in the event of a change in interest rates, expected rates of prepayment on loans and mortgage-backed securities and early withdrawal levels from certificates of deposit would likely deviate significantly from those assumed in making the risk calculations.

As of March 31, 2007 
                     
Net Portfolio Value
 
Change in
 
Net Portfolio Value
   
as % of PV of Assets
 
Interest Rates
                             
(Basis Points)
 
$ Amount
   
$ Change
   
% Change 
 
NPV Ratio
   
Change 
   
(In thousands)
                   
                               
+300 bp
  $
25,420
    $ (14,885 )     (37 )%     6.81 %  
(322
)bp 
+200 bp
   
30,351
      (9,954 )     (25 )    
7.94
      (209 )
+100 bp
   
35,947
      (4,358 )     (11 )    
9.15
      (88 )
0 bp
   
40,305
     
-
     
-
     
10.03
     
-
 
-100 bp
   
41,912
     
1,607
     
4
     
10.25
     
22
 
-200 bp
   
39,916
      (389 )     (1 )    
9.65
      (38 )
                                         
As of March 31, 2006 
                           
Net Portfolio Value
 
Change in
 
Net Portfolio Value
   
as % of PV of Assets(4)
 
Interest Rates
                                       
(Basis Points)
 
$ Amount
   
$ Change
   
% Change 
 
NPV Ratio
   
Change 
   
(In thousands)
                         
                                         
+300 bp
  $
30,755
    $ (12,524 )     (29 )%     8.25 %  
(261
)bp 
+200 bp
   
34,937
      (8,342 )     (19 )    
9.17
      (169 )
+100 bp
   
39,412
      (3,867 )     (9 )    
10.10
      (76 )
0 bp
   
43,279
     
-
     
-
     
10.86
     
-
 
-100 bp
   
45,021
     
1,742
     
4
     
11.09
     
23
 
-200 bp
   
43,649
     
370
     
1
     
10.63
      (23 )

The Company’s policy in recent years had been to reduce its exposure to interest rate risk generally by better matching the maturities of its interest rate sensitive assets and liabilities and by originating ARM loans and other adjustable-rate or short-term loans, as well as by purchasing short-term investments and mortgage-backed securities.  However, particularly in the current interest rate environment, borrowers typically prefer fixed-rate loans to ARM loans.  Accordingly, ARM loan originations were very limited during the fiscal year ended March 31, 2007.  The Company has also sought to lengthen the maturities of its deposits by promoting longer-term certificates; however, the Company was not successful in lengthening the maturities of its deposits in the interest rate environment that existed throughout fiscal 2007.

The Company has an Asset-Liability Management Committee (ALCO), which is responsible for reviewing the Company’s asset-liability policies.  The Committee meets and reports monthly to the Board of Directors on interest rate risks and trends, as well as liquidity and capital ratios and requirements.  The Bank has operated within the framework of its prescribed asset/liability risk ranges for each of the last three years.

50



 
ITEM 8.    Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors
Wayne Savings Bancshares, Inc.

We have audited the accompanying consolidated statements of financial condition of Wayne Savings Bancshares, Inc. as of March 31, 2007 and 2006, and the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended March 31, 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wayne Savings Bancshares, Inc. as of March 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As more fully explained in Note K, the Company changed its method of accounting for its defined benefit plan in accordance with Statement of Financial Accounting Standards No. 158.

/s/ Grant Thornton LLP
 
Cincinnati, Ohio
June 18, 2007

51


WAYNE SAVINGS BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

March 31, 2007 and 2006
 (Dollars in thousands, except share data)


ASSETS
 
2007
   
2006
 
             
Cash and due from banks
  $
2,194
    $
2,952
 
Federal funds sold
   
9,000
     
-
 
Interest-earning deposits in other financial institutions
   
6,021
     
11,171
 
Cash and cash equivalents
   
17,215
     
14,123
 
                 
Investment securities available for sale - at market
   
54,128
     
67,505
 
Investment securities held to maturity - at amortized cost, approximate
               
  market value of $573 and $5,796 at March 31, 2007 and 2006, respectively
   
565
     
5,802
 
Mortgage-backed securities available for sale - at market
   
67,856
     
53,932
 
Mortgage-backed securities held to maturity - at amortized cost, approximate
               
  market value of $1,219 and $1,805 at March 31, 2007 and 2006, respectively
   
1,209
     
1,799
 
Loans receivable - net
   
240,049
     
235,312
 
Office premises and equipment - net
   
8,179
     
8,557
 
Real estate acquired through foreclosure
   
-
     
156
 
Federal Home Loan Bank stock - at cost
   
4,829
     
4,623
 
Cash surrender value of life insurance
   
6,034
     
5,811
 
Accrued interest receivable on loans
   
1,100
     
1,075
 
Accrued interest receivable on mortgage-backed securities
   
314
     
250
 
Accrued interest receivable on investments and interest-bearing deposits
   
667
     
700
 
Prepaid expenses and other assets
   
1,065
     
1,526
 
Goodwill and other intangible assets
   
2,402
     
2,508
 
Prepaid federal income taxes
   
125
     
-
 
                 
Total assets
  $
405,737
    $
403,679
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Deposits
  $
333,540
    $
332,570
 
Advances from the Federal Home Loan Bank
   
34,500
     
32,750
 
Advances by borrowers for taxes and insurance
   
616
     
521
 
Accrued interest payable
   
383
     
263
 
Accounts payable on mortgage loans serviced for others
   
197
     
225
 
Other liabilities
   
1,071
     
1,118
 
Accrued federal income taxes
   
-
     
51
 
Deferred federal income taxes
   
997
     
665
 
Total liabilities
   
371,304
     
368,163
 
                 
Commitments
   
-
     
-
 
                 
Stockholders’ equity
               
Preferred stock (500,000 shares of $.10 par value authorized; no
               
  shares issued)
   
-
     
-
 
Common stock (9,000,000 shares of $.10 par value authorized; 3,978,731
               
  and 3,934,874 shares issued at March 31, 2007 and 2006, respectively)
   
398
     
393
 
Additional paid-in capital
   
36,106
     
35,604
 
Retained earnings - substantially restricted
   
11,982
     
11,394
 
Less required contributions for shares acquired by Employee Stock
               
  Ownership Plan
    (1,158 )     (1,239 )
Less 784,622 and 595,322 shares of treasury stock at March 31, 2007
               
  and 2006, respectively - at cost
    (12,419 )     (9,625 )
Accumulated comprehensive loss, net of tax benefits
    (476 )     (1,011 )
Total stockholders’ equity
   
34,433
     
35,516
 
                 
Total liabilities and stockholders’ equity
  $
405,737
    $
403,679
 
 
The accompanying notes are an integral part of these statements.

52


WAYNE SAVINGS BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

For the years ended March 31, 2007, 2006 and 2005
 (Dollars in thousands, except per share data)

   
2007
   
2006
   
2005
 
Interest income
                 
Loans
  $
15,943
    $
14,096
    $
12,898
 
Mortgage-backed securities
   
3,137
     
2,091
     
2,250
 
Investment securities
   
2,664
     
3,059
     
2,048
 
Interest-earning deposits and other
   
666
     
442
     
436
 
Total interest income
   
22,410
     
19,688
     
17,632
 
                         
Interest expense
                       
Deposits
   
9,759
     
7,197
     
5,684
 
Borrowings
   
1,439
     
1,083
     
1,032
 
Total interest expense
   
11,198
     
8,280
     
6,716
 
                         
Net interest income
   
11,212
     
11,408
     
10,916
 
                         
Provision for losses on loans
   
100
     
211
     
430
 
                         
Net interest income after provision for
                       
  losses on loans
   
11,112
     
11,197
     
10,486
 
                         
Other income
                       
Gain on sale of loans
   
-
     
67
     
171
 
Trust income
   
126
     
76
     
-
 
Increase in cash surrender value of life insurance
   
223
     
383
     
260
 
Service fees, charges and other operating
   
1,317
     
1,251
     
1,231
 
Total other income
   
1,666
     
1,777
     
1,662
 
                         
General, administrative and other expense
                       
Employee compensation and benefits
   
5,518
     
6,382
     
7,230
 
Occupancy and equipment
   
1,978
     
1,907
     
1,839
 
Federal deposit insurance premiums
   
40
     
43
     
45
 
Franchise taxes
   
217
     
529
     
577
 
Loss (gain) on disposal of real estate acquired through foreclosure
   
23
      (1 )     (22 )
Amortization of intangible assets
   
106
     
106
     
87
 
Other operating
   
1,885
     
1,933
     
2,096
 
Total general, administrative and other expense
   
9,767
     
10,899
     
11,852
 
                         
Earnings before income taxes
   
3,011
     
2,075
     
296
 
                         
Federal income taxes (credits)
                       
Current
   
795
     
290
     
171
 
Deferred
   
55
     
145
      (256 )
Total federal income taxes (credits)
   
850
     
435
      (85 )
                         
NET EARNINGS
  $
2,161
    $
1,640
    $
381
 
                         
Basic earnings per share
  $
.68
    $
.50
    $
.11
 
                         
Diluted earnings per share
  $
.68
    $
.50
    $
.11
 
 
The accompanying notes are an integral part of these statements.

53


WAYNE SAVINGS BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended March 31, 2007, 2006 and 2005
 (In thousands)


   
2007
   
2006
   
2005
 
                   
Net earnings
  $
2,161
    $
1,640
    $
381
 
                         
Other comprehensive income (loss), net of tax:
                       
   Unrealized holding gains (losses) on securities during the
                       
    year, net of taxes (benefits) of $392, $(113) and $(655) for
                       
     the years ended March 31, 2007, 2006 and 2005, respectively
   
761
      (219 )     (1,271 )
                         
  Minimum pension liability adjustment, net of tax benefits of $117
    (226 )    
-
     
-
 
                         
Comprehensive income (loss)
  $
2,696
    $
1,421
    $ (890 )
                         
Accumulated comprehensive loss
  $ (476 )   $ (1,011 )   $ (792 )

 
The accompanying notes are an integral part of these statements.

54


WAYNE SAVINGS BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the years ended March 31, 2007, 2006 and 2005
(Dollars in thousands, except per share data)


         Additional         
Shares
   
Shares
   
Treasury
 
 Other
comprehensive 
 
Total
 
   
Common
   
paid-in
   
Retained
   
acquired
   
acquired
   
stock -
   
income
   stockholders’ 
   
stock
   
capital
   
earnings
   
by ESOP
   
by MRP
   
at cost
   
(loss)
   
equity
 
                                                 
Balance at April 1, 2004
  $
391
    $
34,365
    $
12,727
    $ (1,456 )   $ (1,142 )   $ (1,803 )   $
479
    $
43,561
 
                                                                 
Amortization of expense related to ESOP
   
-
     
104
     
-
     
152
     
-
     
-
     
-
     
256
 
Acceleration of Management Recognition and Stock Option
                                                               
   Plan expense
   
-
     
664
     
-
     
-
     
1,142
     
-
     
-
     
1,806
 
Net earnings for the year ended March 31, 2005
   
-
     
-
     
381
     
-
     
-
     
-
     
-
     
381
 
Dividends declared of $.48 per share
   
-
     
-
      (1,737 )    
-
     
-
     
-
     
-
      (1,737 )
Purchase of treasury shares - at cost
   
-
     
-
     
-
     
-
     
-
      (2,797 )    
-
      (2,797 )
Unrealized losses on securities designated as
                                                               
   available for sale, net of related tax benefits
   
-
     
-
     
-
     
-
     
-
     
-
      (1,271 )     (1,271 )
                                                                 
Balance at March 31, 2005
   
391
     
35,133
     
11,371
      (1,304 )    
-
      (4,600 )     (792 )    
40,199
 
                                                                 
Stock options exercised
   
2
     
363
     
-
     
-
     
-
     
-
     
-
     
365
 
Amortization of expense related to ESOP
   
-
     
108
     
-
     
65
     
-
     
-
     
-
     
173
 
Net earnings for the year ended March 31, 2006
   
-
     
-
     
1,640
     
-
     
-
     
-
     
-
     
1,640
 
Dividends declared of $.48 per share
   
-
     
-
      (1,617 )    
-
     
-
     
-
     
-
      (1,617 )
Purchase of treasury shares - at cost
   
-
     
-
     
-
     
-
     
-
      (5,025 )    
-
      (5,025 )
Unrealized losses on securities designated as
                                                               
   available for sale, net of related tax benefits
   
-
     
-
     
-
     
-
     
-
     
-
      (219 )     (219 )
                                                                 
Balance at March 31, 2006
   
393
     
35,604
     
11,394
      (1,239 )    
-
      (9,625 )     (1,011 )    
35,516
 
                                                                 
Stock options exercised
   
5
     
453
     
-
     
-
     
-
     
-
     
-
     
458
 
Amortization of expense related to ESOP
   
-
     
49
     
-
     
81
     
-
     
-
     
-
     
130
 
Net earnings for the year ended March 31, 2007
   
-
     
-
     
2,161
     
-
     
-
     
-
     
-
     
2,161
 
Dividends declared of $.48 per share
   
-
     
-
      (1,573 )    
-
     
-
     
-
     
-
      (1,573 )
Purchase of treasury shares - at cost
   
-
     
-
     
-
     
-
     
-
      (2,794 )    
-
      (2,794 )
Unrealized gains on securities designated as
                                                               
   available for sale, net of related tax benefits
   
-
     
-
     
-
     
-
     
-
     
-
     
761
     
761
 
Adoption of  SFAS No. 158, net of related tax benefits
   
-
     
-
     
-
     
-
     
-
     
-
      (226 )     (226 )
                                                                 
Balance at March 31, 2007
  $
398
    $
36,106
    $
11,982
    $ (1,158 )   $
-
    $ (12,419 )   $ (476 )   $
34,433
 
 
The accompanying notes are an integral part of these statements.

55


WAYNE SAVINGS BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended March 31, 2007, 2006 and 2005
 (In thousands)

   
2007
   
2006
   
2005
 
                   
Cash flows provided by (used in) operating activities:
                 
Net earnings for the year
  $
2,161
    $
1,640
    $
381
 
Adjustments to reconcile net earnings to net cash
                       
provided by operating activities:
                       
Amortization of premiums and discounts on loans,
                       
  investments and mortgage-backed securities, net
    (49 )     (622 )    
1,244
 
Amortization of deferred loan origination fees
    (48 )     (110 )     (220 )
Depreciation and amortization
   
700
     
645
     
601
 
Amortization of expense related to ESOP
   
130
     
173
     
256
 
Acceleration of Management Recognition and Stock Option Plan expense
   
-
     
-
     
1,806
 
Gain on sale of loans
   
-
      (13 )     (117 )
Proceeds from sale of loans in the secondary market
   
-
     
6,075
     
6,832
 
Origination of loans for sale in the secondary market
   
-
      (6,065 )     (6,017 )
Provision for losses on loans
   
100
     
211
     
430
 
Loss (gain) on disposal of real estate acquire through foreclosure
   
23
      (1 )     (22 )
Amortization of intangible assets
   
106
     
106
     
87
 
Federal Home Loan Bank stock dividends
    (206 )     (237 )     (181 )
Increase (decrease) in cash due to changes in:
                       
Accrued interest receivable on loans
    (25 )     (142 )    
72
 
Accrued interest receivable on mortgage-backed securities
    (64 )    
18
      (44 )
Accrued interest receivable on investments and interest-bearing deposits
   
33
     
8
      (390 )
Prepaid expenses and other assets
   
118
     
182
     
186
 
Accrued interest payable
   
120
     
65
      (5 )
Accounts payable and other liabilities
    (57 )     (166 )     (81 )
Federal income taxes
                       
Current
    (174 )    
753
      (564 )
Deferred
   
55
     
145
      (256 )
Net cash flows provided by operating activities
   
2,923
     
2,665
     
3,998
 
                         
Cash flows provided by (used in) investing activities:
                       
Purchase of investment securities held to maturity
   
-
     
-
      (93 )
Purchase of investment securities designated as available for sale
    (5,607 )     (11,850 )     (35,547 )
Proceeds from maturity of investment securities held to maturity
   
2,745
     
6,240
     
2,175
 
Proceeds from sale of investment securities held to maturity
   
2,493
     
-
     
-
 
Proceeds from maturity of investment securities designated
                       
  as available for sale
   
19,746
     
5,188
     
2,516
 
Purchase of mortgage-backed securities designated as available for sale
    (32,195 )     (22,361 )     (8,018 )
Principal repayments on mortgage-backed securities held to maturity
   
583
     
818
     
1,825
 
Principal repayments on mortgage-backed securities designated as
                       
  available for sale
   
18,693
     
23,564
     
33,122
 
Proceeds from sale of mortgage-backed securities
   
26
     
2,860
     
-
 
Loan principal repayments
   
50,413
     
34,984
     
52,550
 
Loan disbursements
    (55,202 )     (57,050 )     (50,178 )
Purchase of office premises and equipment
    (322 )     (280 )     (421 )
Increase in cash surrender value of life insurance
    (223 )     (405 )     (260 )
Proceeds from life insurance
   
-
     
1,175
     
-
 
Proceeds from sale of real estate acquired through foreclosure
   
133
     
163
     
311
 
Net cash used in the acquisition of Stebbins Bancshares, Inc.
   
-
     
-
      (1,314 )
Net cash provided by (used in) investing activities
   
1,283
      (16,954 )     (3,332 )
                         
Net cash flows provided by (used in) operating and investing
                       
 activities (balance carried forward)
   
4,206
      (14,289 )    
666
 

56


WAYNE SAVINGS BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

For the years ended March 31, 2007, 2006 and 2005
 (In thousands)

   
2007
   
2006
   
2005
 
                   
Net cash flows provided by (used in) operating and investing
                 
activities (balance brought forward)
  $
4,206
    $ (14,289 )   $
666
 
                         
Cash flows provided by (used in) financing activities:
                       
Net increase in deposits
   
970
     
11,984
     
3,946
 
Proceeds from Federal Home Loan Bank advances
   
78,400
     
80,275
     
15,000
 
Repayments on Federal Home Loan Bank advances
    (76,650 )     (87,525 )     (5,000 )
Advances by borrowers for taxes and insurance
   
95
     
40
      (5 )
Dividends paid on common stock
    (1,591 )     (1,644 )     (1,755 )
Tax benefits related to stock benefit plans
   
8
     
80
     
-
 
Proceeds from exercise of stock options
   
448
     
285
     
-
 
Purchase of treasury shares - at cost
    (2,794 )     (5,025 )     (2,797 )
Net cash flows provided by (used in)
                       
financing activities
    (1,114 )     (1,530 )    
9,389
 
                         
Net increase (decrease) in cash and cash equivalents
   
3,092
      (15,819 )    
10,055
 
                         
Cash and cash equivalents at beginning of year
   
14,123
     
29,942
     
19,887
 
                         
Cash and cash equivalents at end of year
  $
17,215
    $
14,123
    $
29,942
 
                         
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the year for:
                       
Federal income taxes
  $
1,129
    $
325
    $
568
 
                         
Interest on deposits and borrowings
  $
11,078
    $
8,215
    $
6,728
 
                         
                         
Supplemental disclosure of noncash investing activities:
                       
Transfers from loans to real estate acquired through
                       
foreclosure
  $
-
    $
412
    $
268
 
                         
Unrealized gains (losses) on securities designated as available
                       
for sale, net of related tax effects
  $
761
    $ (219 )   $ (1,271 )
                         
Minimum pension liability adjustment, net of related tax effects
  $ (226 )   $
-
    $
-
 
                         
Recognition of mortgage servicing rights in accordance
                       
with SFAS No. 140
  $
-
    $
54
    $
54
 
                         
Dividends payable
  $
383
    $
401
    $
428
 
                         
Stebbins acquisition, net of cash and cash equivalents acquired:
                       
Assets
                       
Securities
                  $
11,787
 
Loans, net
                   
12,225
 
Other
                   
60
 
Goodwill and other intangibles
                   
2,701
 
Liabilities assumed
                       
Deposits
                    (24,810 )
Other liabilities
                    (649 )
                         
Net cash and cash equivalents paid at acquisition
                  $
1,314
 
 
The accompanying notes are an integral part of these statements.
57


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include Wayne Savings Bancshares, Inc. (the “Company”) and its wholly owned subsidiary Wayne Savings Community Bank (“Wayne Savings” or the “Bank”).  During fiscal 2004, the Company’s Board of Directors approved a business combination, which was completed in fiscal 2005, whereby Stebbins Bancshares, Inc., the parent of Stebbins National Bank, was merged into Wayne Savings Bancshares, Inc. and Stebbins National Bank merged with and into Wayne Savings Community Bank. The business combination was accounted for using the purchase method of accounting. Accordingly, the March 31, 2005 consolidated financial statements herein include the accounts of Stebbins Bancshares from the June 1, 2004 acquisition date through March 31, 2005. Intercompany transactions and balances are eliminated in the consolidated financial statements.  In addition to the Bank, the Company owns a 49% ownership interest in Oak Tree Title, Inc., a title insurance agency.  The Company accounts for this investment using the equity method.

 
The Bank conducts a general banking business in north central Ohio, which consists of attracting deposits from the general public and applying those funds to the origination of loans for residential, consumer and nonresidential purposes. The Bank’s profitability is significantly dependent on its net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Bank can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management’s control.
 

The financial information presented herein has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and general accounting practices within the financial services industry. In preparing financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from such estimates.

The following is a summary of the Company’s significant accounting policies which have been consistently applied in the preparation of the accompanying financial statements.

1.  Investment Securities and Mortgage-Backed Securities

 
The Company accounts for investment and mortgage-backed securities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115 “Accounting for Certain Investments in Debt and Equity Securities.” SFAS No. 115 requires that investments be categorized as held to maturity, trading, or available for sale. Securities classified as held to maturity are carried at cost only if the Company has the positive intent and ability to hold these securities to maturity.  Securities designated as available for sale are carried at fair value with resulting unrealized gains or losses recorded to stockholders’ equity. Realized gains or losses on sales of securities are recognized using the specific identification method.

58


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.  Loans Receivable

Loans held in portfolio are stated at the principal amount outstanding, adjusted for deferred loan origination fees, the allowance for loan losses, and premiums and discounts on loans purchased and sold. Premiums and discounts on loans purchased and sold are amortized and accreted to operations using the interest method over the average life of the underlying loans.

Interest is accrued as earned unless the collectibility of the loan is in doubt. Uncollectible interest on loans that are contractually past due is charged off, or an allowance is established based on management’s periodic evaluation. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received until, in management’s judgment, the borrower’s ability to make periodic interest and principal payments has returned to normal, in which case the loan is returned to accrual status.

Loans held for sale are carried at the lower of cost or market, determined in the aggregate. In computing cost, deferred loan origination fees are deducted from the principal balances of the related loans.  There were no loans identified as held for sale at March 31, 2007 and 2006.

The Bank recognizes rights to service mortgage loans for others pursuant to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” In accordance with SFAS No. 140, an institution that acquires mortgage servicing rights through either the purchase or origination of mortgage loans and sells those loans with servicing rights retained must allocate some of the cost of the loans to the mortgage servicing rights.

The Bank recognized no mortgage servicing rights during fiscal 2007, as management elected to retain all loans originated for the year.  The Bank recognized $54,000 of pre-tax gains on sales of loans related to capitalized mortgage servicing rights during both of the fiscal years ended March 31, 2006 and 2005.

SFAS No. 140 requires that capitalized mortgage servicing rights be assessed for impairment. Impairment is measured based on fair value. The mortgage servicing rights recorded by the Bank, calculated in accordance with the provisions of SFAS No. 140, were segregated into pools for valuation purposes, using as pooling criteria the loan term and coupon rate. Once pooled, each grouping of loans was evaluated on a discounted earnings basis to determine the present value of future earnings that a purchaser could expect to realize from each portfolio. Earnings were projected from a variety of sources including loan servicing fees, interest earned on float, net interest earned on escrows, miscellaneous income and costs to service the loans. The present value of future earnings is the “economic” value for the pool, i.e., the net realizable present value to an acquirer of the acquired servicing.

The Bank recorded amortization related to mortgage servicing rights totaling approximately $36,000, $28,000 and $61,000 for the fiscal years ended March 31, 2007, 2006 and 2005, respectively.  At March 31, 2007 and 2006, the carrying value of the Bank’s mortgage servicing rights, which approximated fair value, totaled $275,000 and $311,000, respectively.


59


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

3.  Loan Origination Fees

The Bank accounts for loan origination fees in accordance with SFAS No. 91 “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.” Pursuant to the provisions of SFAS No. 91, origination fees received from loans, net of certain direct origination costs, are deferred and amortized to interest income using the level-yield method, giving effect to actual loan prepayments. Additionally, SFAS No. 91 generally limits deferred loan origination costs to the direct costs attributable to the origination of a loan, i.e. principally actual personnel costs. Fees received for loan commitments that are expected to be drawn upon, based on the Bank’s experience with similar commitments, are deferred and amortized over the life of the loan using the level-yield method. Fees for other loan commitments are deferred and amortized over the loan commitment period on a straight-line basis.

4.  Allowance for Loan Losses

It is the Bank’s policy to provide valuation allowances for losses inherent within the loan portfolio that are both probable and can be reasonably estimated. When the collection of a loan becomes doubtful, or otherwise troubled, the Bank records a charge-off equal to the difference between the fair value of the property securing the loan and the loan’s carrying value. In providing valuation allowances, costs of holding real estate are considered.  Major loans (including development projects) and major lending areas are reviewed periodically to determine potential problems at an early date. The allowance for loan losses is increased by charges to earnings and decreased by charge-offs (net of recoveries).

The Bank accounts for impaired loans in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.” This Statement requires that impaired loans be measured based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or, as an alternative, at the loan’s observable market price or fair value of the collateral.

A loan is defined under SFAS No. 114 as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. In applying the provisions of SFAS No. 114, the Bank considers its investment in one- to four-family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification for evaluation of impairment. With respect to the Bank’s investment in multi-family, commercial and nonresidential loans, and the evaluation of impairment thereof, such loans are collateral dependent and, as a result, are carried as a practical expedient at the lower of cost or fair value of collateral.

It is the Bank’s policy to charge off unsecured credits that are more than ninety days delinquent. Similarly, collateral dependent loans are evaluated for impairment at the time it becomes possible that the Bank will not collect all contractual amounts due. Generally, this analysis is performed before a loan becomes ninety days delinquent.

60


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

4.  Allowance for Loan Losses (continued)

The Bank had not identified any loans as impaired during the years ended March 31, 2007, 2006 or 2005. During the time a loan is deemed impaired, the Bank would record interest income using the cash method of accounting.

5. Office Premises and Equipment

Office premises and equipment are carried at cost and include expenditures which extend the useful lives of existing assets. Maintenance, repairs and minor renewals are expensed as incurred. For financial reporting, depreciation and amortization are provided on the straight-line method over the shorter of the remaining useful lives of the assets, or the lease term, estimated to be ten to fifty years for buildings and improvements, five to ten years for furniture and equipment, ten to twenty years for leasehold improvements, and forty years for safe deposit boxes.  An accelerated method is used for tax reporting purposes.

6.  Real Estate Acquired Through Foreclosure

Real estate acquired through foreclosure is carried at the lower of the loan’s unpaid principal balance (cost) or fair value less estimated selling expenses at the date of acquisition. Real estate loss provisions are recorded if the properties’ fair value subsequently declines below the value determined at the recording date. In determining the lower of cost or fair value at acquisition, costs relating to development and improvement of property are capitalized. Costs relating to holding real estate acquired through foreclosure, net of rental income, are charged against earnings as incurred.

7.  Federal Income Taxes

The Company accounts for federal income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes.” In accordance with SFAS No. 109, a deferred tax liability or deferred tax asset is computed by applying the current statutory tax rates to net taxable or deductible temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements that will result in net taxable or deductible amounts in future periods. Deferred tax assets are recorded only to the extent that the amount of net deductible temporary differences or carryforward attributes may be utilized against current period earnings, carried back against prior years’ earnings, offset against taxable temporary differences reversing in future periods, or utilized to the extent of management’s estimate of future taxable income. A valuation allowance is provided for deferred tax assets to the extent that the value of net deductible temporary differences and carryforward attributes exceeds management’s estimates of taxes payable on future taxable income. Deferred tax liabilities are provided on the total amount of net temporary differences taxable in the future.

The Company’s principal temporary differences between pretax financial income and taxable income result primarily from the different methods of accounting for deferred loan origination fees, Federal Home Loan Bank stock dividends, certain components of retirement expense, general loan loss allowances and mortgage servicing rights. A temporary difference is also recognized for depreciation expense computed using accelerated methods for federal income tax purposes.

61


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

8.  Earnings Per Share

Basic earnings per common share is computed based upon the weighted-average number of common shares outstanding during the year, reduced by unallocated shares in the Employee Stock Ownership Plan (“ESOP”) totaling 108,650, 118,717 and 129,109 shares for the fiscal years ended March 31, 2007, 2006 and 2005, respectively. Diluted earnings per common share include the dilutive effects of additional potential common shares issuable under the Company’s stock option plan. For each of the years presented, there were no shares excluded from the diluted earnings per share calculation because the related options were anti-dilutive. The computations are as follows:

     
2007
   
2006
   
2005
 
                     
 
Weighted-average common shares outstanding (basic)
   
3,184,336
     
3,296,674
     
3,571,736
 
                           
 
Dilutive effect of assumed exercise of stock options
   
5,754
     
17,222
     
31,354
 
                           
 
Weighted-average common shares outstanding (diluted)
   
3,190,090
     
3,313,896
     
3,603,090
 

9.  Stock Option and Benefit Plans

The Company has a 1993 Incentive Stock Option Plan that provided for the issuance of 196,390 adjusted shares of common stock.  In fiscal 2004, the Company adopted a new Stock Option Plan that provided for the issuance of 204,081 options of authorized common stock.

In the fourth quarter of fiscal 2005, the Company adopted the provisions of SFAS No. 123(R), “Share Based Payment.” SFAS No. 123(R) requires the recognition of compensation related to stock option awards based on the fair value of the option award on the grant date. Compensation cost is then recognized over the vesting period. Subsequent to adoption of SFAS No. 123(R), the Company modified 163,265 stock option awards under the 2003 Stock Option Plan, eliminating the reload options contained therein and immediately vesting these shares. Pursuant to SFAS No. 123(R), the modification represented a new grant.  Accordingly, pursuant to the modified prospective application method under SFAS No. 123(R), the Company recognized compensation expense representing the fair value of the option awards at the date of modification. This change in measuring compensation cost, integrated with the incremental expense of accelerating the Management Recognition Plan, resulted in a pre-tax charge of $664,000 and an after-tax charge to earnings of $450,000, or $.12 per diluted share in fiscal 2005.  During fiscal 2007 and 2006, the Company recognized tax benefits on exercised options totaling $8,000 and $80,000, respectively.


62


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

9.  Stock Option and Benefit Plans (continued)

A summary of the status of the Company’s stock option plans as of March 31, 2007, 2006 and 2005, and changes during the years ending on those dates is presented below:

     
2007
   
2006
   
2005
 
           
Exercise
         
Exercise
         
Exercise
 
     
Shares
   
price
   
Shares
   
price
   
Shares
   
price
 
                                       
 
Outstanding at beginning of year
   
179,148
    $
13.92
     
214,204
    $
13.84
     
214,204
    $
13.84
 
 
Granted
   
-
     
-
     
-
     
-
     
163,265
     
13.95
 
 
Exercised
    (60,924 )    
13.86
      (27,556 )    
13.32
     
-
     
-
 
 
Forfeited
    (4,000 )    
13.95
      (7,500 )    
13.95
      (163,265 )    
13.95
 
                                                   
 
Outstanding at end of year
   
114,224
    $
13.95
     
179,148
    $
13.92
     
214,204
    $
13.84
 
                                                   
 
Options exercisable at year-end
   
114,224
    $
13.95
     
179,148
    $
13.92
     
214,204
    $
13.84
 
                                                   
 
Fair value of options granted
          $
-
            $
-
            $
4.07
 

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for grants in fiscal 2005:

 
Dividend yield
 4.5%
 
Expected volatility
27.3
 
Expected life in years
9
     
 
The following information applies to options outstanding at March 31, 2007:
 
     
 
Number outstanding
114,224
 
Exercise price on all outstanding options
$13.95
 
Weighted-average remaining contractual life
7.0 years
     
At March 31, 2007, all of the stock options are subject to exercise at the discretion of the grantees with all options expiring in fiscal 2014.

In connection with conversion to stock form, the Company implemented a Management Recognition Plan and an ESOP.  The Management Recognition Plan provided for the grant of share awards to certain members of management and the directorate. The value of such awards totaled $1.1 million at acquisition and was originally scheduled to vest over a five year period. The Company recognized scheduled expense under the plan of $231,000 in fiscal 2005, and accelerated the vesting of the remaining awards in fiscal 2005, resulting in additional expense of $738,000.

Additionally, the Company initiated an ESOP in fiscal 2003 that provided for the purchase of 163,265 shares in the Company’s conversion offering. The Company recognized expense under the ESOP of $149,000, $161,000 and $256,000 in fiscal 2007, 2006 and 2005, allocating 10,023, 11,358 and 15,695 shares in those respective years.  At March 31, 2007, 108,832 ESOP shares remain unallocated.

63


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

10.  Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, federal funds sold, and interest-bearing deposits due from other financial institutions with original maturities of less than three months.

11.  Fair Value of Financial Instruments

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial instruments, both assets and liabilities, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. For financial instruments where quoted market prices are not available, fair values are based on estimates using present value and other valuation methods.

The methods used are greatly affected by the assumptions applied, including the discount rate and estimates of future cash flows. Therefore, the fair values presented may not represent amounts that could be realized in an exchange for certain financial instruments.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments at March 31, 2007 and 2006:

Cash and cash equivalents: The carrying amounts presented in the consolidated statements of financial condition for cash and cash equivalents are deemed to approximate fair value.

Investment and mortgage-backed securities: For investment and mortgage-backed securities, fair value is deemed to equal the quoted market price.

Loans receivable: The loan portfolio has been segregated into categories with similar characteristics, such as one- to four-family residential, multi-family residential and nonresidential real estate, and commercial.  These loan categories were further delineated into fixed-rate and adjustable-rate loans.  The fair values for the resultant loan categories were computed via discounted cash flow analysis, using current interest rates offered for loans with similar terms to borrowers of similar credit quality.  For loans on deposit accounts and consumer and other loans, fair values were deemed to equal the historic carrying values.  The historical carrying amount of accrued interest on loans is deemed to approximate fair value.

Federal Home Loan Bank stock: The carrying amount presented in the consolidated statements of financial condition is deemed to approximate fair value.

Deposits: The fair value of NOW accounts, passbook and club accounts, money market deposits, commercial repurchase accounts and advances by borrowers is deemed to approximate the amount payable on demand.  Fair values for fixed-rate certificates of deposit have been estimated using a discounted cash flow calculation using the interest rates currently offered for deposits of similar remaining maturities.


64


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

11.  Fair Value of Financial Instruments (continued)

Advances from Federal Home Loan Bank: The fair value of these advances is estimated using the rates currently offered for similar advances of similar remaining maturities or, when available, quoted market prices.

Commitments to extend credit: For fixed-rate and adjustable-rate loan commitments, the fair value estimate considers the difference between current levels of interest rates and committed rates. At March 31, 2007 and 2006, the fair value of loan commitments was not material.

Based on the foregoing methods and assumptions, the carrying value and fair value of the Company’s financial instruments at March 31 are as follows:

     
2007
   
2006
 
     
Carrying
   
Fair
   
Carrying
   
Fair
 
     
value
   
value
   
value
   
value
 
     
(In thousands)
 
 
Financial assets
                       
 
  Cash and cash equivalents
  $
17,215
    $
17,215
    $
14,123
    $
14,123
 
 
  Investment securities
   
54,693
     
54,701
     
73,307
     
73,301
 
 
  Mortgage-backed securities
   
69,065
     
69,075
     
55,731
     
55,737
 
 
  Loans receivable - net
   
240,049
     
238,129
     
235,312
     
232,733
 
 
  Federal Home Loan Bank stock
   
4,829
     
4,829
     
4,623
     
4,623
 
                                   
      $
385,851
    $
383,949
    $
383,096
    $
380,517
 
                                   
 
Financial liabilities
                               
 
  Deposits
  $
333,540
    $
323,200
    $
332,570
    $
319,617
 
 
  Advances from the Federal Home
                               
 
    Loan Bank
   
34,500
     
34,331
     
32,750
     
32,225
 
 
  Advances by borrowers for taxes
                               
 
    and insurance
   
616
     
616
     
521
     
521
 
                                   
      $
368,656
    $
358,147
    $
365,841
    $
352,363
 

12.  Investment in Federal Home Loan Bank Stock

The Company is required, as a condition of membership in the Federal Home Loan Bank of Cincinnati (FHLB), to maintain an investment in FHLB common stock.  The stock is redeemable at par and, therefore, its cost is equivalent to its redemption value.  The Company’s ability to redeem FHLB shares is dependent on the redemption practices of the FHLB.  At March 31, 2007, the FHLB placed no restrictions on redemption of shares in excess of a member’s required investment in the stock.


65


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

13.  Advertising

Advertising costs are expensed when incurred.  The Company’s advertising expense totaled $101,000 $146,000 and $163,000 for the fiscal years ended March 31, 2007, 2006 and 2005, respectively.

14.  Goodwill and Other Intangible Assets

In connection with the Stebbins Bancshares, Inc. acquisition in fiscal 2005, the Company initially recorded goodwill and other intangible assets totaling $2.7 million.  The composition of these assets at March 31, 2007 and 2006 is as follows:

     
March 31,
 
     
2007
   
2006
 
     
(In thousands)
 
               
 
Goodwill
  $
1,719
    $
1,719
 
 
Other intangible assets - net
   
683
     
789
 
                   
 
Total
  $
2,402
    $
2,508
 

The Company recorded amortization relative to intangible assets totaling $106,000, $106,000 and $87,000 for the fiscal years ended March 31, 2007, 2006 and 2005, respectively.  Such amortization is derived using the interest method over a twelve year estimated useful life.  Pursuant to SFAS No. 142, the Company is required to annually test goodwill and other intangible assets for impairment.  The Company’s testing of goodwill and other intangible assets in the current fiscal year indicated there was no impairment in the carrying value of these assets.

15.  Reclassifications

Certain prior year amounts have been reclassified to conform to the March 31, 2007 consolidated financial statement presentation.

16.  Recent Accounting Developments

In March 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 156, “Accounting for Servicing of Financial Assets – an amendment of SFAS No. 140,” to simplify the accounting for separately recognized servicing assets and servicing liabilities. Specifically, SFAS No. 156 amends SFAS No. 140 to require an entity to take the following steps:
 
 
·
Separately recognize financial assets as servicing assets or servicing liabilities, each time it undertakes an obligation to service a financial asset by entering into certain kinds of servicing contracts;
 
·
Initially measure all separately recognized servicing assets and liabilities at fair value, if practicable; and
 
·
Separately present servicing assets and liabilities subsequently measured at fair value in the statement of financial condition and additional disclosures for all separately recognized servicing assets and servicing liabilities.

66


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

16.  Recent Accounting Developments (continued)

Additionally, SFAS No. 156 permits, but does not require, an entity to choose either the amortization method or the fair value measurement method for measuring each class of separately recognized servicing assets and servicing liabilities. SFAS No. 156 also permits a servicer that uses derivative financial instruments to offset risks on servicing to use fair value measurement when reporting both the derivative financial instrument and related servicing asset or liability.

SFAS No. 156 applies to all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity’s fiscal year that begins after September 15, 2006, or April 1, 2007 as to the Company.  Management is currently evaluating SFAS No. 156, but does not expect it to have a material effect on the Company’s consolidated statements of financial condition or results of operations.

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes.”  The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.”  Specifically, FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax provision taken or expected to be taken on a tax return.  FIN 48 also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure, and transition of uncertain tax positions.  FIN 48 is effective for fiscal years beginning after December 15, 2006, or April 1, 2007 as to the Company.  Management is currently evaluating the requirements of FIN 48 but does not expect it to have a material adverse effect on the Company’s consolidated statements of financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”  This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  This Statement emphasizes that fair value is a market-based measurement and should be determined based on assumptions that a market participant would use when pricing an asset or liability.  This Statement clarifies that market participant assumptions should include assumptions about risk as well as the effect of a restriction on the sale or use of an asset.  Additionally, this Statement establishes a fair value hierarchy that provides the highest priority to quoted prices in active markets and the lowest priority to unobservable data.  SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 or April 1, 2008 as to the Company and interim periods within those fiscal years.  The adoption of SFAS No. 157 is not expected to have a material adverse effect on the Company’s financial position or results of operations.

In September 2006, the FASB ratified the Emerging Issues Task Force’s (EITF) 06-4, “Accounting for Deferred Compensation and Postretirement Benefits Aspects of Endorsement Split-dollar Life Insurance Arrangements,” which requires companies to recognize a liability and related compensation costs for endorsement split-dollar life insurance policies that provide a benefits to an employee extending to postretirement periods.  The liability should be recognized based on the substantive agreement with the employee.  This EITF is effective beginning April 1, 2008.  The EITF can be adopted as either a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, or a change in accounting principle through retrospective application to all periods.  The Company is in the process of evaluating the impact the adoption of EITF 06-4 will have on the financial statements, but currently does not believe the Issue will have a material adverse effect on the financial condition or results of operations

67


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

16.  Recent Accounting Developments (continued)

In September 2006, the FASB ratified a consensus opinion reached by the EITF on EITF Issue 06-5, “Accounting for Purchases of Life Insurance – Determining the Amount that Could be Realized Accordance with FASB Technical Bulletin No. 85-4.”  The guidance in EITF 06-5 requires policy holders to consider other amounts included in the contractual terms of an insurance policy, in addition to cash surrender value, for purposes of determining the amount that could be realized under the terms of the insurance contract.  If is it probable that contractual terms would limit the amount that could be realized under the insurance contract, those contractual limitations should be considered when determining the realizable amounts.  The amount that could be realized under the insurance contract, those contractual limitations should be considered when determining the realizable amounts.  The amount that could be realized under the insurance contract should be determined on an individual policy (or certificate) level and should include any amount realized on the assumed surrender of the last policy or certificate in a group policy.

The Company holds a number of life insurance policies, however, the policies do not contain any provisions that would restrict or reduce the cash surrender value of the policies.  The consensus in EITF 06-5 is effective for fiscal years beginning after December 15, 2006 or April 1, 2007 as to the Company. Management is currently evaluating EITF 06-5, but does not expect it to have a material effect on the Company’s consolidated statements of financial condition or results of operations.

In September 2006, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108), which is effective for fiscal years ending on or after November 15, 2006.  SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement.  SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material.  If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered.  Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108.  The amount so recorded is shown as a cumulative effect adjustment and is recorded in opening retained earnings as of January 1, 2006.  The adoption of SAB 108 had no effect on the Company’s financial statements for the year ended March 31, 2007.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities -- Including an Amendment of FASB Statement No. 115.”  This Statement allows companies the choice to measure many financial instruments and certain other items at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This Statement is expected to expand the use of fair value


68


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

16.  Recent Accounting Developments (continued)

measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments.  SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins November 15, 2007, or April 1, 2008 as to the Company, and interim periods within that fiscal year.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, “Fair Value Measurements.”  The Company is currently evaluating the impact the adoption of SFAS No. 159 will have on its financial statements.


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES

Carrying values and estimated fair values of investment securities at March 31, 2007 and 2006 are summarized as follows:

     
March 31, 2007
 
           
Gross
   
Gross
       
     
Amortized
   
unrealized
   
unrealized
   
Fair
 
     
cost
   
gains
   
losses
   
value
 
     
(In thousands)
 
                           
 
Held to maturity:
                       
 
  U.S. Government and agency
                       
 
    obligations
  $
422
    $
1
    $
-
    $
423
 
 
  Municipal obligations
   
143
     
7
     
-
     
150
 
                                   
      $
565
    $
8
    $
-
    $
573
 
                                   
 
Available for sale:
                               
 
  Corporate bonds and notes
  $
1,000
    $
3
    $
-
    $
1,003
 
 
  U.S. Government and agency
                               
 
    obligations
   
40,508
     
3
     
362
     
40,149
 
 
  Municipal obligations
   
12,767
     
224
     
15
     
12,976
 
                                   
      $
54,275
    $
230
    $
377
    $
54,128
 

69


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

     
March 31, 2006
 
           
Gross
   
Gross
       
     
Amortized
   
unrealized
   
unrealized
   
Fair
 
     
cost
   
gains
   
losses
   
value
 
     
(In thousands)
 
                           
 
Held to maturity:
                       
 
  Corporate bonds and notes
  $
4,992
    $
2
    $
19
    $
4,975
 
 
  U.S. Government and agency
                               
 
    obligations
   
641
     
1
     
-
     
642
 
 
  Municipal obligations
   
169
     
10
     
-
     
179
 
                                   
      $
5,802
    $
13
    $
19
    $
5,796
 
                                   
 
Available for sale:
                               
 
  Corporate bonds and notes
  $
1,006
    $
18
    $
-
    $
1,024
 
 
  U.S. Government and agency
                               
 
    obligations
   
56,122
     
1
     
962
     
55,161
 
 
  Municipal obligations
   
11,183
     
180
     
43
     
11,320
 
                                   
      $
68,311
    $
199
    $
1,005
    $
67,505
 

During fiscal 2007, management elected to sell a $2.5 million corporate bond investment from the held to maturity portfolio, due to concerns as to the credit quality of the issuer.  The security was scheduled to mature in January 2007.  The sale occurred in September 2006 and resulted in a gross realized gain of approximately $400.

The Company has pledged investment securities to secure public deposits and commercial repurchase agreements totaling $16.0 million and $14.8 million at March 31, 2007 and 2006, respectively.


70


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of mortgage-backed securities at March 31, 2007 and 2006, are summarized as follows:

   
2007
 
         
Gross
   
Gross
       
   
Amortized
   
unrealized
   
unrealized
   
Fair
 
   
cost
   
gains
   
losses
   
value
 
   
(In thousands)
 
Held to maturity:
                       
  Federal Home Loan Mortgage
                       
    Corporation participation certificates
  $
249
    $
3
    $
-
    $
252
 
  Government National Mortgage
                               
    Association participation certificates
   
393
     
1
     
2
     
392
 
  Federal National Mortgage
                               
    Association participation certificates
   
567
     
8
     
-
     
575
 
                                 
    $
1,209
    $
12
    $
2
    $
1,219
 
                                 
Available for sale:
                               
  Federal Home Loan Mortgage
                               
    Corporation participation certificates
  $
25,863
    $
50
    $
178
    $
25,735
 
  Government National Mortgage
                               
    Association participation certificates
   
3,240
     
5
     
13
     
3,232
 
  Federal National Mortgage
                               
    Association participation certificates
   
28,816
     
93
     
200
     
28,709
 
  Private Issue Mortgage Association
                               
    participation certificates
   
10,168
     
61
     
49
     
10,180
 
                                 
    $
68,087
    $
209
    $
440
    $
67,856
 

71


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

   
2006
 
         
Gross
   
Gross
       
   
Amortized
   
unrealized
   
unrealized
   
Fair
 
   
cost
   
gains
   
losses
   
value
 
   
(In thousands)
 
Held to maturity:
                       
  Federal Home Loan Mortgage
                       
    Corporation participation certificates
  $
381
    $
4
    $
-
    $
385
 
  Government National Mortgage
                               
    Association participation certificates
   
609
     
1
     
6
     
604
 
  Federal National Mortgage
                               
    Association participation certificates
   
809
     
7
     
-
     
816
 
                                 
    $
1,799
    $
12
    $
6
    $
1,805
 
                                 
Available for sale:
                               
  Federal Home Loan Mortgage
                               
    Corporation participation certificates
  $
21,746
    $
24
    $
271
    $
21,499
 
  Government National Mortgage
                               
    Association participation certificates
   
1,835
     
-
     
40
     
1,795
 
  Federal National Mortgage
                               
    Association participation certificates
   
27,105
     
69
     
407
     
26,767
 
  Private Issue Mortgage Association
                               
    participation certificates
   
3,974
     
-
     
103
     
3,871
 
                                 
    $
54,660
    $
93
    $
821
    $
53,932
 

72


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

The amortized cost of investment securities, including those designated as available for sale, at March 31, 2007 and 2006, by contractual terms to maturity, are shown below. The mortgage-backed securities are scheduled to mature at various dates up to thirty years in the future and are repaid in monthly installments. Expected maturities for mortgage-backed securities will differ from contractual maturities because borrowers may generally prepay obligations without prepayment penalties.

   
March 31,
 
   
2007
   
2006
 
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
cost
   
value
   
cost
   
value
 
   
(In thousands)
 
Held to maturity:
                       
  Due within one year or less
  $
-
    $
-
    $
4,992
    $
4,975
 
  Due in one to five years
   
66
     
68
     
-
     
-
 
  Due in five to ten years
   
77
     
82
     
169
     
179
 
  Due after ten years
   
422
     
423
     
641
     
642
 
     
565
     
573
     
5,802
     
5,796
 
                                 
Mortgage-backed securities
   
1,209
     
1,219
     
1,799
     
1,805
 
                                 
    $
1,774
    $
1,792
    $
7,601
    $
7,601
 
                                 
Available for sale:
                               
  Due within one year or less
  $
19,723
    $
19,626
    $
17,643
    $
17,475
 
  Due in one to five years
   
13,831
     
13,591
     
32,537
     
31,837
 
  Due in five to ten years
   
9,560
     
9,532
     
9,287
     
9,171
 
  Due after ten years
   
11,160
     
11,379
     
8,844
     
9,022
 
     
54,274
     
54,128
     
68,311
     
67,505
 
                                 
Mortgage-backed securities
   
68,087
     
67,856
     
54,660
     
53,932
 
                                 
    $
122,362
    $
121,984
    $
122,971
    $
121,437
 

Proceeds from the sale of mortgage-backed securities during the fiscal year ended March 31, 2007, totaled $26,000 resulting in an immaterial gross realized gain. Proceeds from the sale of mortgage-backed securities during the fiscal year ended March 31, 2006, totaled $2.9 million.  Such sales resulted in no gross realized gains or losses.

73


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at March 31, 2007 and 2006:

   
March 31, 2007
 
   
Less than 12 months
   
12 months or longer
         
Total
       
Description of
 
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
 
securities
 
investments
   
value
   
losses
   
investments
   
value
   
losses
   
investments
   
value
   
losses
 
   
(Dollars in thousands)
 
                                                       
Municipal obligations
   
-
    $
-
    $
-
     
3
    $
1,952
    $
15
     
3
    $
1,952
    $
15
 
U.S. Government and
                                                                       
  agency obligations
   
1
     
1,995
     
5
     
29
     
33,765
     
357
     
30
     
35,760
     
362
 
Mortgage-backed
                                                                       
  securities
   
7
     
9,317
     
47
     
37
     
28,325
     
393
     
44
     
37,642
     
440
 
Total temporarily
                                                                       
  impaired securities
   
8
    $
11,312
    $
52
     
69
    $
64,042
    $
765
     
77
    $
75,354
    $
817
 
                                                                         
   
March 31, 2006
 
   
Less than 12 months
   
12 months or longer
           
Total
         
Description of
 
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
 
securities
 
investments
   
value
   
losses
   
investments
   
value
   
losses
   
investments
   
value
   
losses
 
   
(Dollars in thousands)
 
                                                                         
Municipal obligations
   
5
    $
3,323
    $
43
     
-
    $
-
    $
-
     
5
    $
3,323
    $
43
 
U.S. Government and
                                                                       
  agency obligations
   
20
     
22,103
     
273
     
28
     
31,395
     
689
     
48
     
53,498
     
962
 
Corporate bonds
                                                                       
  and notes
   
1
     
2,487
     
19
     
-
     
-
     
-
     
1
     
2,487
     
19
 
Mortgage-backed
                                                                       
  securities
   
23
     
22,735
     
256
     
29
     
21,211
     
571
     
52
     
43,946
     
827
 
                                                                         
Total temporarily
                                                                       
  impaired securities
   
49
    $
50,648
    $
591
     
57
    $
52,606
    $
1,260
     
106
    $
103,254
    $
1,851
 

Management has the intent and ability to hold these securities for the foreseeable future.  The decline in the fair value is primarily due to an increase in market interest rates.  The fair values are expected to recover as securities approach the respective maturity dates.


74


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE C - LOANS RECEIVABLE

The composition of the loan portfolio at March 31 is as follows:

   
2007
   
2006
 
   
(In thousands)
 
One- to four-family residential
  $
144,217
    $
149,134
 
Multi-family residential
   
8,938
     
7,930
 
Construction
   
2,019
     
4,675
 
Nonresidential real estate and land
   
56,049
     
50,778
 
Commercial
   
32,648
     
21,550
 
Consumer and other
   
5,460
     
4,901
 
     
249,331
     
238,968
 
Less:
               
  Undisbursed portion of loans in process
   
7,334
     
1,729
 
  Deferred loan origination fees
   
425
     
443
 
  Allowance for loan losses
   
1,523
     
1,484
 
                 
    $
240,049
    $
235,312
 

The Bank’s lending efforts have historically focused on one- to four-family residential and multi-family residential real estate loans, which comprise approximately $154.4 million, or 64%, of the total loan portfolio at March 31, 2007, and $160.0 million, or 68%, of the total loan portfolio at March 31, 2006. Generally, such loans have been underwritten on the basis of no more than an 80% loan-to-value ratio, which has historically provided the Company with adequate collateral coverage in the event of default. Nevertheless, the Bank, as with any lending institution, is subject to the risk that real estate values could deteriorate in its primary lending areas of north central Ohio, thereby impairing collateral values. However, management is of the belief that residential real estate values in the Company’s primary lending areas are presently stable.

As discussed previously, Wayne Savings has sold whole loans and participating interests in loans in the secondary market, retaining servicing on the loans sold. Loans sold and serviced for others totaled approximately $30.4 million and $34.4 million at March 31, 2007 and 2006, respectively.

In the normal course of business, the Bank has made loans to certain of its directors, officers and their related business interests. Related party loans are made on the same terms that are widely available to other employees, as long as the director or executive officer is not given preferential treatment compared to other participating employees.  The table below illustrates the activity for the related party loans:
       
   
2007
 
   
(In thousands)
 
       
Beginning balance
  $
2,767
 
New loans
   
-
 
Draws on existing lines of credit
   
37
 
Repayments
    (122 )
         
Balance at March 31, 2007
  $
2,682
 

There were no loans originated to officers, directors and their related business interests during fiscal 2007.

75


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE D - ALLOWANCE FOR LOAN LOSSES

The activity in the allowance for loan losses is summarized as follows for the fiscal years ended March 31:

   
2007
   
2006
   
2005
 
   
(In thousands)
 
                   
Balance at beginning of year
  $
1,484
    $
1,374
    $
815
 
Provision for losses on loans
   
100
     
211
     
430
 
Increase due to Stebbins acquisition
   
-
     
-
     
230
 
Charge-offs of loans
    (83 )     (158 )     (126 )
Recovery of loans previously charged off
   
22
     
57
     
25
 
                         
Balance at end of year
  $
1,523
    $
1,484
    $
1,374
 

As of March 31, 2007, the Bank’s allowance for loan losses was comprised solely of a general loan loss allowance, which is includible as a component of regulatory risk-based capital.

Non-accrual and nonperforming loans totaled approximately $950,000 and $772,000 at March 31, 2007 and 2006, respectively.

During the fiscal years ended March 31, 2007, 2006 and 2005, interest income of approximately $63,000, $44,000 and $40,000, respectively, would have been recognized had non-accrual loans been performing in accordance with contractual terms.


NOTE E - OFFICE PREMISES AND EQUIPMENT

Office premises and equipment are comprised of the following at March 31:

   
2007
   
2006
 
   
(In thousands)
 
             
Land and improvements
  $
1,699
    $
1,654
 
Office buildings and improvements
   
7,331
     
7,310
 
Furniture, fixtures and equipment
   
4,230
     
4,038
 
Leasehold improvements
   
356
     
356
 
     
13,616
     
13,358
 
Less accumulated depreciation and amortization
   
5,437
     
4,801
 
                 
    $
8,179
    $
8,557
 


76


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE F - DEPOSITS
 
Deposits consist of the following major classifications at March 31:            
             
Deposit type and weighted-average
           
interest rate   
 
2007
   
2006
 
   
(In thousands)
 
NOW accounts
           
  2007 - 0.28%
  $
53,235
       
  2006 - 0.33%
          $
56,791
 
Savings accounts
               
  2007 - 0.59%
   
51,694
         
  2006 - 0.58%
           
61,339
 
Money market investor
               
  2007 - 2.96%
   
29,805
         
  2006 - 2.09%
           
20,656
 
Commercial repurchase agreements
               
  2007 - 4.26%
   
5,553
         
  2006 - 3.76
           
5,704
 
Total demand, transaction and
               
Savings account deposits
   
140,287
     
144,490
 
                 
Certificates of deposit
               
  Original maturities of:
               
    Less than 12 months
               
      2007 - 4.75%
   
55,593
         
      2006 - 4.05%
           
61,814
 
    12 to 24 months
               
      2007 - 4.59%
   
33,020
         
      2006 - 2.38%
           
19,181
 
    25 to 36 months
               
      2007 - 4.27%
   
22,374
         
      2006 - 3.41%
           
18,541
 
    More than 36 months
               
      2007 - 4.36%
   
42,827
         
      2006 - 4.44%
           
53,641
 
    Jumbo
               
      2007 - 5.16%
   
39,439
         
      2006 - 4.34%
           
34,903
 
                 
Total certificates of deposit
   
193,253
     
188,080
 
                 
Total deposit accounts
  $
333,540
    $
332,570
 
                 
At March 31, 2007 and 2006, the Bank had certificates of deposit with balances in excess of $100,000 totaling $42.2 million and $37.8 million, respectively.

77


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE F - DEPOSITS (continued)

Interest expense on deposits for the fiscal years ended March 31 is summarized as follows:

   
2007
   
2006
   
2005
 
   
(In thousands)
 
                   
Savings accounts
  $
320
    $
464
    $
653
 
NOW and money market deposit accounts
   
813
     
527
     
383
 
Commercial repurchase agreements
   
229
     
148
     
-
 
Certificates of deposit
   
8,397
     
6,058
     
4,648
 
                         
    $
9,759
    $
7,197
    $
5,684
 

Maturities of outstanding certificates of deposit at March 31 are summarized as follows:

   
2007
   
2006
 
   
(In thousands)
 
Maturing year ending March 31,
           
2007
  $
-
    $
129,966
 
2008
   
131,833
     
34,454
 
2009
   
38,597
     
11,439
 
2010
   
13,589
     
10,370
 
2011
   
4,283
     
1,271
 
2012
   
4,309
     
59
 
2013 and thereafter
   
642
     
521
 
                 
    $
193,253
    $
188,080
 

At March 31, 2007, approximately $3,000 of overdrawn accounts were reclassified to loans receivable.


NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK

Advances from the Federal Home Loan Bank, collateralized at March 31, 2007 and 2006 by pledges of certain residential mortgage loans totaling $46.6 million and $40.9 million, respectively, and the Bank’s investment in Federal Home Loan Bank stock, are summarized as follows:
               
 
Maturing
           
 
year ending
           
Interest rate range
March 31,
 
2007
   
2006
 
     
(Dollars in thousands)
 
               
3.13% - 3.36%
2007
  $
-
    $
15,250
 
3.51% - 3.61%
2008
   
5,000
     
5,000
 
4.01% - 5.31%
2009
   
7,500
     
2,500
 
4.34% - 5.16%
2010
   
8,500
     
2,500
 
4.60% - 5.15%
2011
   
5,500
     
2,500
 
4.77% - 5.12%
                         2012 and thereafter
   
8,000
     
5,000
 
      $
34,500
    $
32,750
 
                   
                   
Weighted-average interest rate
      4.71 %     4.19 %

78


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE H - FEDERAL INCOME TAXES

The provision for federal income taxes (credits) is computed as follows:

   
2007
   
2006
   
2005
 
   
(In thousands)
 
                   
Federal income taxes computed at
                 
  expected 34% statutory rate
  $
1,024
    $
706
    $
101
 
Cash surrender value of life insurance
    (76 )     (130 )     (88 )
Tax-exempt obligations, net
    (150 )     (159 )     (129 )
Other
   
52
     
18
     
31
 
                         
Federal income tax provision (benefit)
                       
  per consolidated financial statements
  $
850
    $
435
    $ (85 )
 
  The composition of the Corporation’s net deferred tax liability at March 31 is as follows:

Taxes (payable) refundable on temporary
 
2007
   
2006
 
differences at statutory rate:
 
(In thousands)
 
             
Deferred tax assets:
           
  Deferred loan origination fees
  $
144
    $
151
 
  General loan loss allowance
   
518
     
516
 
  Unrealized losses on securities available for sale
   
129
     
522
 
  Pension adjustment
   
117
     
-
 
  Reserve for uncollected interest
   
22
     
16
 
  Benefit plan expense
   
72
     
128
 
  Other
   
14
     
10
 
Total deferred tax assets
   
1,016
     
1,343
 
                 
Deferred tax liabilities:
               
  Prepaid pension
    (171 )     (187 )
  Federal Home Loan Bank stock dividends
    (1,151 )     (1,080 )
  Book/tax depreciation differences
    (257 )     (312 )
  Financed loan fees
    (120 )     (109 )
  Mortgage servicing rights
    (93 )     (106 )
  Purchase price adjustments - net
    (221 )     (214 )
Total deferred tax liabilities
    (2,013 )     (2,008 )
                 
Net deferred tax liability
  $ (997 )   $ (665 )

79


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE H - FEDERAL INCOME TAXES (continued)

Prior to fiscal 1997, Wayne Savings was allowed a special bad debt deduction based on a percentage of earnings, generally limited to 8% of otherwise taxable income and subject to certain limitations based on aggregate loans and deposit account balances at the end of the year. This cumulative percentage of earnings bad debt deduction totaled approximately $2.7 million as of March 31, 2007. If the amounts that qualified as deductions for federal income taxes are later used for purposes other than bad debt losses, including distributions in liquidation, such distributions will be subject to federal income taxes at the then current corporate income tax rate. The amount of unrecognized deferred tax liability relating to the cumulative bad debt deduction was approximately $918,000 at March 31, 2007.


NOTE I - COMMITMENTS

The Company is a party to financial instruments with off balance-sheet risk in the normal course of business to meet the financing needs of its customers, including commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contract or notional amounts of the commitments reflect the extent of the Company’s involvement in such financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as those utilized for on-balance-sheet instruments.

At March 31, 2007, the Company had the following commitments:

   
(In thousands)
 
       
To originate loans
  $
2,699
 
Undisbursed portion of loans in process
   
817
 
Commercial undisbursed portion of loans in process
   
6,517
 
Unused lines of credit for HELOC
   
16,924
 
Unused lines of credit for overdrafts
   
372
 
Unused lines of credit on commercial loans
   
9,678
 
Outstanding letters of credit
   
231
 
         
    $
37,238
 

All commitments to originate loans are fixed rate commitments with interest rates ranging from 5.75% to 6.25%.  Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The credit risk involved in issuing letters of credit is essentially the same as that involved in



80


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE I - COMMITMENTS (continued)

extending loan commitments to customers.  Management believes that all disbursements for commitments will be funded via normal cash flow from operations and existing excess liquidity.  The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral on loans may vary but the preponderance of loans granted generally includes a mortgage interest in real estate as security.

The Company leases certain branch banking facilities under operating leases. The minimum annual lease payments over the initial lease term are as follows:

Fiscal year ended
 
(In thousands)
 
       
2008
  $
86
 
2009
   
86
 
2010
   
62
 
2011
   
57
 
2012
   
7
 
         
Total
  $
298
 

The Company incurred rental expense under operating leases totaling approximately $84,000, $71,000 and $70,000 for the fiscal years ended March 31, 2007, 2006 and 2005, respectively.

There were no other material commitments or contingencies at March 31, 2007.


NOTE J - REGULATORY CAPITAL

The Bank is subject to minimum regulatory capital standards promulgated by the OTS. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. The minimum capital standards of the OTS generally require the maintenance of regulatory capital sufficient to meet each of three tests, hereinafter described as the tangible capital requirement, the core capital requirement and the risk-based capital requirement. The tangible capital requirement provides for minimum tangible capital (defined as stockholders’ equity less all intangible assets) equal to 1.5% of adjusted total assets. The core capital requirement provides for minimum core capital (tangible capital plus certain forms of supervisory goodwill and other qualifying intangible assets) generally equal to 4.0% of adjusted total assets except for those associations with the highest examination rating and acceptable levels of risk. The risk-based capital requirement provides for the maintenance of core capital plus general loss allowances equal to 8.0% of risk-weighted assets. In computing risk-weighted assets, the Bank multiplies the value of each asset on its statement of financial condition by a defined risk-weighting factor, e.g. one- to four-family residential loans carry a risk-weighted factor of 50%.

81


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE J - REGULATORY CAPITAL (continued)

As of March 31, 2007, management believes that the Bank met all capital adequacy requirements to which it was subject. As of the most recent examination date, management was advised by the OTS that the Bank met the definition of a “well capitalized” institution.

The Bank’s management believes that, under the current regulatory capital regulations, the Bank will continue to maintain its well-capitalized classification in the foreseeable future. However, events beyond the control of the Bank, such as increased interest rates or a downturn in the economy in the Bank’s market area, could adversely affect future earnings and, consequently, the ability to meet future minimum regulatory capital requirements.

The following tables set forth Wayne Savings’ tangible, core and risk-based capital position at March 31, 2007 and 2006.
       
   
As of March 31, 2007
 
                           
To be “well-
 
                           
capitalized” under
 
               
For capital
   
prompt corrective
 
   
  Actual
   
adequacy purposes
   
action provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
   
(Dollars in thousands)
 
                                     
Tangible capital
  $
31,736
      7.9 %   >$
 6,060
    >  1.5 %   >$
20,200
    >  5.0 %
                                                 
Core capital
  $
31,736
      7.9 %   >$
16,160
    >  4.0 %   >$
24,240
    >  6.0 %
                                                 
Risk-based capital
  $
33,259
      14.3 %   >$
18,593
    >  8.0 %   >$
23,241
    >  10.0 %
                                                 
                                                 
   
As of March 31, 2006
 
                                   
To be “well-
 
                                   
capitalized” under
 
                   
For capital
   
prompt corrective
 
   
Actual
   
adequacy purposes
   
action provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
   
(Dollars in thousands)      
 
                                                 
Tangible capital
  $
33,078
      8.2 %   >$
 6,046
    >  1.5 %   >$
20,152
    >  5.0 %
                                                 
Core capital
  $
33,078
      8.2 %   >$
16,122
    >  4.0 %   >$
24,183
    >  6.0 %
                                                 
Risk-based capital
  $
34,562
      15.0 %   >$
18,410
    >  8.0 %   >$
23,010
    >  10.0 %

The Bank is subject to regulations imposed by the OTS regarding the amount of capital distributions payable to the Company. Generally, the Bank’s payment of dividends is limited, without prior OTS approval, to net earnings for the current calendar year, plus the two preceding years, less capital distributions paid over the comparable time period. Insured institutions are required to file an application with the OTS for capital distributions in excess of the limitation.  In fiscal 2006, the Bank received approval for capital distributions in excess of the last two year’s earnings. At March 31, 2007, the Bank had  the ability to distribute $1.8 million to the Company without prior OTS approval.  Management does not believe future dividend payments will be unreasonably restricted given the Bank’s current well-capitalized status.

82


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE K - BENEFIT PLANS

In September 2006, the Financial Accounting Standards Board issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans: an amendment of FASB Statements No. 87, 88, 106, and 132(R).”  SFAS No. 158 requires the Company to recognize the funded status of its defined benefit postretirement plan in the Company’s statement of financial condition.  The funded status was previously disclosed in the notes to the Company’s financial statements, but differed from the amount recognized in the statement of financial condition.  SFAS No. 158 does not change the accounting for the Company’s defined contribution plan.

The recognition and disclosure provisions of SFAS No. 158 was effective as to the Company as of March 31, 2007.  Retrospective application was not permitted.  The Company adopted the recognition and disclosure provisions of SFAS No. 158 effective March 31, 2007.  The Company uses a March 31 measurement date for its pension plan.

At March 31, 2007, the Company’s fair value of plan assets totaling $1.2 million exceeded the projected benefit obligation of the plan of $1.0 million.  The adoption of SFAS No. 158 had the following effect on the Company’s statement of financial condition as of March 31, 2007:

   
As of March 31, 2007
 
   
Prior to
   
Effect of
       
   
adoption of
   
adopting
   
As
 
   
SFAS No. 158
   
SFAS No. 158
   
adjusted
 
   
(In thousands)
 
                   
Prepaid pension benefits
  $
501
    $ (343 )   $
158
 
Deferred income taxes
   
-
     
117
     
117
 
Accumulated other comprehensive loss
   
-
     
226
     
226
 

The adoption of SFAS No. 158 did not affect the Company’s statement of earnings for the fiscal year ended March 31, 2007, or any prior periods.  Application of SFAS No. 158 will not change the calculation of net earnings in future periods, but will affect the calculation of other comprehensive income.

The amounts recognized in accumulated other comprehensive income at March 31, 2007, consists of:

   
(In thousands)
 
       
Prior service costs
  $
-
 
Actuarial losses
  $
343
 


83


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE K - BENEFIT PLANS (continued)

The amounts included in accumulated other comprehensive income at March 31, 2007, and expected to be recognized in net periodic pension cost during the fiscal year ended March 31, 2008, are as follows:

   
(In thousands)
 
       
Prior service costs
  $
-
 
Actuarial losses
  $
24
 

The Company does not expect to have any plan assets returned during the fiscal year ended March 31, 2008.

The Plan’s assets are invested in a prototype investment strategy classified as a “balanced investment approach.”  This investment strategy permits the asset allocation to range between 40% to 60% for equities and fixed income investments.  This model is further defined to permit the use of multiple equity mutual funds as deemed appropriate by the fund’s investment advisor.  The types of mutual funds include, but are not limited to, large, mid or small capitalization funds to international mutual funds.  The fixed income investment model is categorized as a core model using a single mutual fund with both long and shorter term focus.  Depending on the needs of the plan benefits, certain levels of liquidity in the Plan will vary depending on scheduled benefit or lump sum distribution requirements.  The remaining fund assets are subject to the previously mentioned investment guidelines.  The actual rate of return on plan assets for 2007 was 4.1% for fixed income investments, 15.8% on equity investments and 8.6% on total plan assets.  The actual rate of return and the expected long term rate of return using a balanced investment approach were used as the basis for the actuarial assumptions of 7% for all the expected long term rate of return on assets in 2007, 2006 and 2005, respectively.

Information with respect to the Plan for the years ended March 31, 2007, 2006 and 2005 is as follows:

   
2007
   
2006
   
2005
 
   
(In thousands)
 
                   
Projected benefit obligation at beginning of year
  $
1,007
    $
2,323
    $
2,381
 
Service cost
   
-
     
-
     
-
 
Interest cost
   
65
     
136
     
152
 
Actuarial (gain) loss
   
156
      (236 )    
339
 
Benefits paid
    (186 )     (1,216 )     (549 )
                         
Projected benefit obligation at end of year
  $
1,042
    $
1,007
    $
2,323
 


84


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE K - BENEFIT PLANS (continued)

The changes in the Plan’s assets are computed as follows:
                   
   
2007
   
2006
   
2005
 
   
(In thousands)
 
                   
Fair value of plan assets at beginning of year
  $
1,256
    $
2,323
    $
2,704
 
Actual return on plan assets
   
130
     
149
     
155
 
Employer contributions
   
-
     
-
     
13
 
Benefits paid
    (186 )     (1,216 )     (549 )
                         
Fair value of plan assets at end of year
  $
1,200
    $
1,256
    $
2,323
 
                         
The weighted-average actuarial assumptions used in the valuations were:
                       
                         
   
2007
   
2006
   
2005
 
   
(In thousands)
 
                         
Weighted-average discount rate
    6.00 %     6.50 %     6.00 %
Weighted-average expected long-term rate on return
                       
    on plan assets
    7.00 %     7.00 %     7.00 %
                         
Net periodic pension costs include the following components:
                       
                         
Service cost
  $
-
    $
-
    $
-
 
Interest cost
   
65
     
136
     
152
 
Actual return on plan assets, net
    (87 )     (159 )     (155 )
Amortization of prior net loss
   
17
     
73
     
28
 
Settlement losses
   
-
     
358
     
89
 
                         
Net periodic pension cost (income)
  $ (5 )   $
408
    $
114
 

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Fiscal year ending in
 
Retirement benefits
 
   
(In thousands)
 
       
2008
  $
29
 
2009
   
44
 
2010
   
56
 
2011
   
33
 
2012
   
32
 
2013 – 2017
   
252
 

In addition to the defined benefit plan, the Company has an ESOP with an integrated 401(k) plan.  The Company’s 401(k) matching percentage was 100% of the first 4% contributed by the employee and 50% of the employees’ next 2% of contributions for each of the fiscal years ended March 31, 2007, 2006 and 2005.  Expense related to the ESOP and integrated 401(k) plan totaled $148,000, $135,000 and $121,000 for the fiscal years ended March 31, 2007, 2006 and 2005, respectively.

85


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE L - CONDENSED FINANCIAL STATEMENTS OF WAYNE SAVINGS BANCSHARES, INC.

The following condensed financial statements summarize the financial position of Wayne Savings Bancshares, Inc. as of March 31, 2007 and 2006, and the results of its operations and its cash flows for the fiscal years ended March 31, 2007, 2006 and 2005:

WAYNE SAVINGS BANCSHARES, INC.
STATEMENTS OF FINANCIAL CONDITION
March 31, 2007 and 2006
(In thousands)

ASSETS
 
2007
   
2006
 
             
Cash and due from banks
  $
66
    $
98
 
Notes receivable from Wayne Savings
   
1,158
     
1,240
 
Investment in Wayne Savings
   
33,689
     
34,569
 
Prepaid expenses and other assets
   
24
     
22
 
                 
    Total assets
  $
34,937
    $
35,929
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Accrued expenses and other liabilities
  $
504
    $
413
 
                 
Stockholders’ equity
               
  Common stock and additional paid-in capital
   
36,504
     
35,997
 
  Retained earnings
   
11,982
     
11,394
 
  Less required contributions for shares acquired by ESOP
    (1,158 )     (1,239 )
  Treasury stock - at cost
    (12,419 )     (9,625 )
  Accumulated other comprehensive loss
    (476 )     (1,011 )
Total stockholders’ equity
   
34,433
     
35,516
 
Total liabilities and stockholders’ equity
  $
34,937
    $
35,929
 


WAYNE SAVINGS BANCSHARES, INC.
STATEMENTS OF EARNINGS
Year ended March 31, 2007, 2006 and 2005
(In thousands)

   
2007
   
2006
   
2005
 
                   
Income
                 
  Interest income
  $
73
    $
85
    $
103
 
  Equity in earnings of Wayne Savings
   
2,255
     
1,715
     
1,610
 
Total income
   
2,328
     
1,800
     
1,713
 
                         
General, administrative and other expense
   
215
     
199
     
1,966
 
                         
Earnings (loss) before federal income tax benefits
   
2,113
     
1,601
      (253 )
                         
Federal income tax benefits
    (48 )     (39 )     (634 )
                         
Net earnings
  $
2,161
    $
1,640
    $
381
 

86


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE L - CONDENSED FINANCIAL STATEMENTS OF WAYNE SAVINGS BANCSHARES, INC. (continued)

WAYNE SAVINGS BANCSHARES, INC.
STATEMENTS OF CASH FLOWS
Year ended March 31, 2007, 2006 and 2005
(In thousands)

   
2007
   
2006
   
2005
 
                   
Cash flows from operating activities:
                 
  Net earnings for the year
  $
2,161
    $
1,640
    $
381
 
  Adjustments to reconcile net earnings to net cash provided by
                       
  operating activities:
                       
    Amortization and depreciation
   
-
     
-
     
2
 
    Distributions in excess of earnings from consolidated subsidiary
   
1,509
     
3,704
     
1,791
 
    Acceleration of Stock Option and Management Recognition
                       
      Plan expense
   
-
     
-
     
1,142
 
    Increase (decrease) in cash due to changes in:
                       
      Prepaid expenses and other assets
    (2 )    
526
      (471 )
      Accrued expenses and other liabilities
   
91
      (40 )     (177 )
Net cash provided by operating activities
   
3,759
     
5,830
     
2,668
 
                         
Cash flows provided by investing activities:
                       
  Purchase of investment securities designated as available for sale
   
-
     
-
      (500 )
  Proceeds from maturity of investment securities designated
                       
    as available for sale
   
-
     
-
     
1,000
 
  Principal repayment on mortgage-backed securities designated as
                       
    available for sale
   
-
     
-
     
709
 
  Repayment of ESOP loan
   
82
     
65
     
152
 
Net cash provided by investing activities
   
82
     
65
     
1,361
 
                         
Cash flows used in financing activities:
                       
  Payment of dividends on common stock
    (1,573 )     (1,617 )     (1,737 )
  Purchase of treasury stock
    (2,794 )     (5,025 )     (2,797 )
  Proceeds from exercise of stock options
   
486
     
285
     
-
 
  Tax benefits related to employee stock plans
   
8
     
80
     
-
 
Net cash used in financing activities
    (3,873 )     (6,277 )     (4,534 )
                         
Net decrease in cash and cash equivalents
    (32 )     (382 )     (505 )
                         
Cash and cash equivalents at beginning of year
   
98
     
480
     
985
 
                         
Cash and cash equivalents at end of year
  $
66
    $
98
    $
480
 

87


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE M - RELATED PARTIES

The Bank paid legal fees to the law firm to which one of the directors of the Company is of counsel.  The amount paid totaled approximately $24,000, $35,000 and $24,000 for the years ended March 31, 2007, 2006 and 2005, respectively.

The Bank leases an in-store retail branch from a corporation in which a director of the Company holds an interest.  The current five year lease provides for renewal options through fiscal 2016, and payments totaling approximately $25,000 through fiscal 2011 and $2,000 for fiscal 2012.  Rental expense was $25,000, $24,000 and $22,000 for each of the three years ended March 31, 2007, 2006 and 2005, respectively.

In the normal course of business Wayne Savings received demand and time deposits from directors, officers and their related business interests of approximately $1.7 million and $702,000 at March 31, 2007 and 2006, respectively.


NOTE N - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table summarizes the Company’s quarterly results for the fiscal years ended March 31, 2007 and 2006.
   
Three Months Ended
 
   
June 30,
   
September 30,
   
December 31,
   
March 31,
 
2007:
 
(In thousands, except per share data)
 
Total interest income
  $
5,436
    $
5,578
    $
5,679
    $
5,717
 
Total interest expense
   
2,515
     
2,762
     
2,955
     
2,966
 
                                 
Net interest income
   
2,921
     
2,816
     
2,724
     
2,751
 
Provision for losses on loans
   
30
     
30
     
10
     
30
 
Other income
   
426
     
431
     
433
     
376
 
General, administrative and other expense
   
2,487
     
2,538
     
2,355
     
2,387
 
                                 
Earnings before income taxes
   
830
     
679
     
792
     
710
 
Federal income taxes
   
237
     
195
     
229
     
189
 
                                 
Net earnings
  $
593
    $
484
    $
563
    $
521
 
                                 
Earnings per share:
                               
Basic
  $
.18
    $
.15
    $
.18
    $
.17
 
Diluted
  $
.18
    $
.15
    $
.18
    $
.17
 

88


WAYNE SAVINGS BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2007, 2006 and 2005


NOTE N - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (continued)

   
Three Months Ended
 
   
June 30,
   
September 30,
   
December 31,
   
March 31,
 
2006:
 
(In thousands, except per share data)
 
                         
Total interest income
  $
4,681
    $
4,798
    $
4,981
    $
5,228
 
Total interest expense
   
1,882
     
1,966
     
2,117
     
2,315
 
                                 
Net interest income
   
2,799
     
2,832
     
2,864
     
2,913
 
Provision for losses on loans
   
-
     
-
     
-
     
211
 
Other income
   
408
     
446
     
467
     
456
 
General, administrative and other expense
   
2,619
     
2,652
     
3,186
     
2,442
 
                                 
Earnings before income taxes
   
588
     
626
     
145
     
716
 
Federal income taxes
   
148
     
159
      (26 )    
154
 
                                 
Net earnings
  $
440
    $
467
    $
171
    $
562
 
                                 
Earnings per share:
                               
  Basic
  $
.13
    $
.14
    $
.05
    $
.18
 
  Dilute
  $
.13
    $
.14
    $
.05
    $
.18
 


89



ITEM 9.       Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not Applicable

ITEM 9A.    Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

ITEM 9B.    Other Information

Not Applicable

PART III

ITEM 10.     Directors and Executive Officers of the Registrant

The information required herein is incorporated by reference from the section captioned “Election of Directors and Information with Respect to Continuing Directors and Executive Officers” in the Company’s definitive proxy statement for the annual meeting of shareholders to be held on July 26, 2007, (the “Proxy Statement”) expected to be filed with the Securities and Exchange Commission on or about June 28, 2007.

Incorporated by reference to “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management - Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

The Company has adopted a Code of Conduct and Ethics that applies to its principal executive officer and principal financial officer, as well as other officers and employees of the Company and the Bank.  Upon receipt of a written request we will furnish without charge to any stockholder a copy of the Code of Conduct and Ethics.  Such written requests should be directed to Mr. H. Stewart Fitz Gibbon III, Secretary, Wayne Savings Bancshares, Inc., 151 North Market Street, Wooster, Ohio 44691.

ITEM 11.     Executive Compensation

The information required herein is incorporated by reference from the sections captioned “Management Compensation” and “Report of the Compensation Committee”  in the Proxy Statement.






90


ITEM 12.       Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required herein is incorporated herein by reference from the section captioned “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management” and Item 5 hereof.

ITEM 13.       Certain Relationships and Related Transactions and Director Independence

The information required by this Item 13 of Form 10-K is incorporated by reference from the sections captioned “Executive Compensation - Indebtedness of Management and Related Party Transactions” and “Election of Directors and Information with Respect to Continuing Directors and Executive Officers” in the Proxy Statement.

ITEM 14.       Principal Accountant Fees and Services

The information required herein is incorporated by reference from the section captioned “Proposal II - Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

PART IV

ITEM 15.       Exhibits, Financial Statement Schedules

 
(a)(1)
Financial Statements

    The following documents have been filed under “Item 8, Financial Statement and Supplementary Data” of this Form 10.

 
(i)
Report of Independent Registered Certified Public Accountants;
 
(ii)
Consolidated Statements of Financial Condition;
 
(iii)
Consolidated Statements of Earnings;
 
(iv)
Consolidated Statements of Stockholders’ Equity;
 
(v)
Consolidated Statements of Cash Flows; and
 
(vi)
Notes to Consolidated Financial Statements.

 (a)(2)
Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements.


91


 
(a)(3)
Exhibits

 
Exhibit Number
 
Description
       
 
3.1(1)
 
Articles of Incorporation
 
3.2(1)
 
Bylaws
 
4.0(2)
 
Form of Common Stock Certificate of Wayne Savings Bancshares, Inc.
 
10.1(3)
 
Amended and Restated Employment Agreement between Wayne Savings Community Bank and Bryan K. Fehr dated November 30, 2006
 
10.2(3)
 
Amended and Restated Employment Agreement between Wayne Savings Community Bank and  H. Stewart Fitz Gibbon III dated November 30,2006
 
10.3(3)
 
Amended and Restated Employment Agreement between Wayne Savings Community Bank and Phillip E. Becker dated November 30, 2006
 
10.4(4)
 
The Wayne Savings and Loan Company 1993 Incentive Stock Option Plan
 
10.5(5)
 
Wayne Savings Bancshares, Inc. Amended and Restated 2003 Stock Option Plan
 
11.0(6)
 
Statement re:  computation of per share earnings
 
21.0
 
Subsidiaries of Registrant-Reference is made to Item 1 – "Business" for the Required Information
   
Consent of Grant Thornton LLP
   
Certification pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer
   
Certification pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer
   
Certification pursuant to 18 U.S.C. Section 1350
________________________

 
(1)
Filed as exhibits to the Plan of Conversion and Reorganization filed as Exhibit 2 to the Registrant's registration statement on Form SB-2, initially filed on September 18, 2001, as amended (Registration No. 333-69600).

 
(2)
Filed as Exhibit 4, to the Registrant's registration statement on Form SB-2, initially filed on September 18, 2001, as amended (Registration No. 333-69600).

 
(3)
Incorporated by reference to the Exhibits to the Company's Form 8-K,  filed on December 6, 2006 (File No. 000-23433).

 
 (4)
Incorporated by reference from the Company's Registration Statement on Form S-8 filed on December 4, 1997 (File No. 333-41479).

 
(5)
Incorporated by reference from the Company's Registration Statement on Form S-8 filed on October 5, 2004 (File No. 333-119556).

 
(6)
      Incorporated by reference to Note A-8 of "Notes to Consolidated Financial Statements" in Item 8 hereof.
 
 
(b)
The Exhibits listed under (a)(3) of this Item 15 are filed herewith.

 
(c)
Reference is made to (a)(2) of this Item 15.


92


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


   
WAYNE SAVINGS BANCSHARES, INC.
       
       
Date:
June 28, 2007
By:
/s/Phillip E. Becker
     
Phillip E. Becker
     
President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



By:
/s/Phillip E. Becker
 
By:
/s/H. Stewart Fitz Gibbon III
 
Phillip E. Becker, President and Chief
   
H. Stewart Fitz Gibbon III, Executive Vice
 
Executive Officer and Director
   
President and Chief Financial Officer,
 
 (Principal Executive Officer),
   
Corporate Secretary and Treasurer
         
         
Date:
June 28, 2007
   
Date:       June 28, 2007
         
         
By:
/s/Myron Swartzentruber
 
By:
/s/Kenneth R. Lehman
 
Myron Swartzentruber, Vice President
   
Kenneth R. Lehman, Director
 
Controller (Principal AccountingOfficer)
     
         
Date:
June 28, 2007
   
Date:       June 28, 2007
         
         
By:
/s/Frederick J. Krum
 
By:
/s/James C. Morgan
 
Frederick J. Krum, Director
   
James C. Morgan, Director
         
Date:
June 28, 2007
   
Date:       June 28, 2007
         
         
By:
/s/Terry A. Gardner
 
By:
/s/Russell L. Harpster
 
Terry A. Gardner, Director
   
Russell L. Harpster,
       
Chairman of the Board of Directors
Date:
June 28, 2007
   
Date:       June 28, 2007
         
         
By:
/s/Daniel R. Buehler
     
 
Daniel R. Buehler, Director
     
         
Date:
June 28, 2007