8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)	May 20, 2009
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware	0-23433	31-1557791
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)
151 N. Market St., Wooster, Ohio		44691
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code	(330) 264-5767
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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Item 2.02                Results of Operations and Financial Condition

On May 20, 2009, Wayne Savings Bancshares, Inc. (the “Company”) issued a press release announcing its earnings for the quarter and fiscal year ended March 31, 2009.  A copy of the press release dated May 20, 2009 is attached as Exhibit 99 to this report.  The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 9.01               Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d)  Exhibits

Exhibit No.	Description
99	Press release, dated May 20, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WAYNE SAVINGS BANCSHARES, INC.
DATE:  May 20, 2009	By:	/s/ H. Stewart Fitz Gibbon III
		H. Stewart Fitz Gibbon III
		Executive Vice President
		Chief Financial Officer
		Secretary and Treasurer

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EX-99

NEWS RELEASE

FOR RELEASE: IMMEDIATELY

WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES EARNINGS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2009

Wooster, Ohio (May 20, 2009) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net income for the fiscal year ended March 31, 2009 of $1.9 million or $0.64 per diluted share, compared to net income of $2.0 million, or $0.65 per diluted share for the fiscal year ended March 31, 2008.  The decrease in net income for the fiscal year was primarily due to an increase in the provision for losses on loans, a decrease in non interest income and increases in non interest expense, partially offset by increased net interest income and a decrease in federal income tax expense.

Net interest income increased $986,000 for fiscal 2009 compared to fiscal 2008.  Interest income decreased $1.5 million during fiscal 2009 from fiscal 2008, mainly due to prime rate and general interest rate decreases in fiscal 2009, partially offset by a shift in balance sheet composition from lower yielding investment securities toward higher yielding commercial real estate loans and mortgage-backed securities.  Interest expense decreased $2.5 million during fiscal 2009 from fiscal 2008 as a result of decreased rates paid on deposits and a decrease in deposit balances, partially offset by increases in both short term borrowings and advances from the Federal Home Loan Bank of Cincinnati.  Non interest income decreased $157,000, mainly due to the absence of the receipt of a $115,000 non-recurring prepayment penalty associated with a paid off commercial loan relationship and a $25,000 gain resulting from the required redemption of VISA USA stock following VISA’s initial public offering that were recorded in the 2008 fiscal year, partially offset by a $49,000 increase in gains on the sale of mortgage loans.

The provision for losses on loans totaled $1,068,000 for fiscal 2009, an increase of $834,000 from the $234,000 provision recorded in fiscal 2008, based primarily on an increase in non-performing loans and on management’s evaluation of the delinquency trend in the overall portfolio, growth in the commercial loan portfolio and economic conditions in our market area.  Non-performing loans increased to $5.0 million, or 1.97% of net loans at March 31, 2009, compared to $1.9 million or 0.77% of net loans at March 31, 2008.  The increase in non-performing loans was comprised primarily of one commercial loan secured by real estate collateral totaling $2.8 million that has experienced payment difficulties and was placed on non-accrual during the year ended March 31, 2009.  Management has evaluated this loan for specific impairment, including obtaining a new appraisal, and made the necessary specific provision to reflect potential impairment.   This loan is in the workout process, and based on current information, management expects that the adjusted carrying value of the loan will be realized.

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Non interest expense for fiscal 2009 increased by $129,000 or 1.3%.  Compensation expense only increased $12,000, or 0.2%, due to more efficient staffing of operations combined with the absence of severance expenses recognized during the fiscal 2008 period associated with a restructuring of operations.  Real estate owned expense increased $157,000 mainly due to valuation charges taken against three properties to reflect pricing conditions in the Company’s market area and the absence of a $31,000 gain on the sale of foreclosed real estate properties in the fiscal 2008 period. Federal deposit insurance premiums increased by $83,000 due to scheduled rate increases and the absence of credits used to offset premiums in previous periods.  The Company expects that such premiums will continue to increase during the remaining portion of 2009, particularly in light of proposed special assessments.  Franchise tax expense increased $65,000 due to refund claims filed in the fiscal 2008 period relating to prior years’ amended returns.  Other operating expense decreased $195,000 mainly due to reductions in professional service fees associated with establishing compliance procedures in fiscal 2008 related to Section 404 of the Sarbanes-Oxley Act of 2002.   Federal income tax expense decreased by $64,000 due to decreased pre-tax income.

For the fourth fiscal quarter ended March 31, 2009, net income was $147,000 or $0.05 per diluted share, compared to $448,000, or $0.16 per diluted share for the quarter ended March 31, 2008.  The decrease in net income was primarily due to increases in the provision for losses on loans and non interest expense and a decrease in non interest income, partially offset by increased net interest income and a decrease in federal income tax expense.

Net interest income increased $369,000 for the quarter ended March 31, 2009, compared to the quarter ended March 31, 2008.  Interest income decreased $440,000 during the 2009 quarter mainly due to market interest rate decreases.  Interest expense decreased $809,000 during the quarter mainly due to decreased balances and rates paid on certificates of deposit, partially offset by an increase in the balances of borrowed funds used to offset the loss of deposits.  The provision for losses on loans increased by $683,000 mainly due to the one commercial real estate loan discussed above.  Non interest income decreased $113,000, mainly due to the absence of the receipt of a non-recurring prepayment penalty of $115,000 that was realized in the 2008 period, partially offset by a $49,000 increase in gains on sales of mortgage loans.  Non interest expense increased $38,000 for the quarter ended March 31, 2009 compared to the quarter ended March 31, 2008 primarily due to an increase of $76,000 in federal deposit insurance premiums due to a scheduled increase in premium rates and the absence of credits used to offset premiums in prior periods and a $157,000 increase in real estate owned expense as also discussed above, partially offset by the absence of severance expenses incurred as a result of a restructuring of operations during the 2008 period,.  Federal income tax expense decreased $164,000 as net income decreased for the 2009 period compared to the 2008 period.

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According to Phillip E. Becker, President and Chief Executive Officer, “over a year of difficult economic conditions have had an impact on Wayne Savings and all other financial institutions as reflected in asset quality measures and by factors such as increased federal deposit insurance premiums.  However, Wayne Savings continues to be profitable with a strong tangible capital position, is well capitalized for regulatory purposes and did not need to access funds under the TARP program.  The Company maintains its focus on the basics of a successful banking business.  These basics include pricing discipline in the face of significant competitive pressure, a focus on credit quality in both new originations and in the existing portfolio and the efficient administration of our non performing assets and relationships.  We believe that continuing our focus on these banking basics, along with continued emphasis on the control of non-interest expense, will be the foundation for enhancing shareholder value.”

At March 31, 2009, Wayne Savings Bancshares, Inc. reported total assets of $404.4 million, an increase of $2.8 million, or 1.0%, from total assets of $401.6 million at March 31, 2008.  Deposits decreased $8.2 million, or 3%, to $309.5 million from $317.7 million at March 31, 2008.   Stockholders’ equity at March 31, 2009 amounted to $34.4 million, or 8.51% of total assets, compared to $34.1 million, or 8.49% of total assets at March 31, 2008.  The increase in stockholders’ equity was mainly due to the addition of net income, partially offset by the payment of dividends.

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

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

CONTACT PERSON:	H. STEWART FITZ GIBBON III
	EXECUTIVE VICE PRESIDENT
	CHIEF FINANCIAL OFFICER
	(330) 264-5767

WAYNE SAVINGS BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
	March 31, 2009			March 31, 2008
	(Unaudited)
ASSETS
Cash and cash equivalents	$	6,790		$	13,063
Investment securities, net (1)		118,685			121,410
Loans receivable, net		254,326			242,255
Federal Home Loan Bank stock		5,025			4,892
Premises & equipment		7,553			8,012
Foreclosed assets held for sale, net		594			93
Other assets		11,448			11,859
TOTAL  ASSETS	$	404,421		$	401,584
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts	$	309,534		$	317,731
Other short-term borrowings		10,154			7,287
Federal Home Loan Bank Advances		46,000			38,500
Accrued interest payable and other liabilities		4,320			3,962
TOTAL LIABILITIES		370,008			367,480
Common stock (3,978,731 shares of $.10 par value issued)		398			398
Additional paid-in capital		36,028			36,127
Retained earnings		12,726			12,450
Shares acquired by ESOP		(899	)		(1,097	)
Treasury Stock, at cost (974,618 and 969,627 shares at March 31, 2009 and
March 31, 2008, respectively)		(14,530	)		(14,481	)
Accumulated other comprehensive income		690			707
TOTAL STOCKHOLDERS' EQUITY		34,413			34,104
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	404,421		$	401,584
(1)  Includes held to maturity classifications.

WAYNE SAVINGS BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, except per share data -- unaudited)
	Three Months Ended					Twelve Months Ended
	March 31,					March 31,
	2009			2008		2009		2008
Interest income	$	5,200		$	5,640	$	21,472	$	22,958
Interest expense		2,062			2,871		9,321		11,793
Net interest income		3,138			2,769		12,151		11,165
Provision for loan losses		722			39		1,068		234
Net interest income after provision for loan losses		2,416			2,730		11,083		10,931
Noninterest income		433			546		1,733		1,890
Noninterest expense		2,749			2,711		10,407		10,247
Income before federal income taxes (credits)		100			565		2,409		2,574
Provision for federal income taxes (credits)		(47	)		117		546		610
Net income	$	147		$	448	$	1,863	$	1,964
Earnings per share
Basic	$	0.05		$	0.16	$	0.64	$	0.65
Diluted	$	0.05		$	0.16	$	0.64	$	0.65
Dividends per share	$	0.05		$	0.12	$	0.41	$	0.48

WAYNE SAVINGS BANCSHARES, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data - unaudited)
	For the Three Months
	ended March 31,
	2009			2008
Quarterly Results
Net Interest Income	$	3,138		$	2,769
Net Income	$	147		$	448
Earnings Per Share:
Basic	$	0.05		$	0.16
Diluted	$	0.05		$	0.16
Return on Average Assets (Annualized)		0.14	%		0.45	%
Return on Average Equity (Annualized)		1.69	%		5.19	%
	For the Twelve Months
	ended March 31,
	2009			2008
Year to Date Results
Net Interest Income	$	12,151		$	11,165
Net Income	$	1,863		$	1,964
Earnings Per Share:
Basic	$	0.64		$	0.65
Diluted	$	0.64		$	0.65
Return on Average Assets		0.46	%		0.49	%
Return on Average Equity		5.59	%		5.69	%
	March 31,			March 31,
	2009			2008
End of Period Data
Total Assets	$	404,421		$	401,584
Stockholders' Equity to Total Assets		8.51	%		8.49	%
Shares Outstanding		3,004,113			3,009,104
Book Value Per Share	$	11.46		$	11.33