UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ü] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2011 |
OR
£ | 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:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $.10 per share | The NASDAQ Stock Market LLC |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES £ NO S
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 £ NO S
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 S NO £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES S NO £
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. £
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one.)
Large accelerated filer £ Accelerated filer £ Non-accelerated filer £ Smaller Reporting Company S
Indicate by check mark whether the Registrant is shell company (as defined in Rule 12b-2 of the Exchange Act). YES £ NO S
As of March 22, 2012, the latest practicable date, there were 3,004,113 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 closing price on June 30, 2011, as reported on the Nasdaq Global Market, was approximately $22.1 million.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Wayne Savings Bancshares, Inc.’s Annual Report on Form 10-K (the “Form 10-K”) for the period ended December 31, 2011, originally filed with the Securities and Exchange Commission on March 23, 2012, is to amend Exhibit 101 to the Form 10-K to remove references from the original XBRL (eXtensible Business Reporting Language) files which contained the word “unaudited.”
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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 thereunto duly authorized.
Date: | March 23, 2012 | By: | /s/Rod C. Steiger | |
Rod C. Steiger | ||||
President and Chief Executive Officer | ||||
Date: | March 23, 2012 | By: | /s/Myron Swartzentruber | |
Myron Swartzentruber | ||||
Senior Vice President and | ||||
Chief Financial Officer |
Commitments and Credit Risk
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2011
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Commitments And Credit Risk | |||||||||||||||||||||||||||||||||||||||||||||
Commitments and Credit Risk |
Note 18: Commitments and Credit Risk
Total commercial and commercial real estate loans made up 34% and 32% of the loan portfolio at December 31, 2011 and March 31, 2011, respectively, with most of these loans secured by commercial real estate and business assets mainly in Ohio. Installment loans account for approximately 1% of the loan portfolio in both fiscal periods ending December 31, 2011 and March 31, 2011. These loans are secured by consumer assets including automobiles, which account for 38% and 48%, respectively, of the installment loan portfolio. Real estate loans comprise 64% and 67% of the loan portfolio as of December 31, 2011 and March 31, 2011, respectively, and primarily include first mortgage loans on residential properties and home equity lines of credit. Included in cash and due from banks as of December 31, 2011 and March 31, 2011, is $2.6 million and $3.0 million, respectively, of uninsured deposits in the form of branch cash on hand.
Commitments to Originate Loans
Commitments to originate loans 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 a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customers creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on managements credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.
At December 31, 2011 and March 31, 2011, the Company had outstanding commitments to originate fixed rate loans aggregating approximately $731,000 and $434,000, respectively. The commitments extended over varying periods of time with the majority being disbursed within a one-year period.
Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of one year. Total mortgage loans in the process of origination amounted to approximately $330,000 and $100,000 at December 31, 2011 and March 31, 2011, respectively.
The Company had undisbursed amounts of residential loans of $320,000, nonresidential of $250,000 and commercial loans of $66,000 at December 31, 2011. The Company had undisbursed amounts of residential loans of $204,000, nonresidential loans of $139,000 and $5,000 in land loans at March 31, 2011.
Standby Letters of Credit
Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. Fees for letters of credit are initially recorded by the Company as deferred revenue and are included in earnings at the termination of the respective agreements.
Should the Company be obligated to perform under the standby letters of credit, the Company may seek recourse from the customer for reimbursement of amounts paid.
The Company had total outstanding standby letters of credit amounting to $145,000 and $172,000, at December 31, 2011 and March 31, 2011, respectively, with terms not exceeding eleven months. At both December 31, 2011 and March 31, 2011, the Company had no deferred revenue under standby letter of credit agreements.
Lines of Credit
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customers creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on managements credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.
At December 31, 2011, the Company had granted unused lines of credit to borrowers aggregating approximately $11.3 million and $17.7 million for commercial lines and open-end consumer lines, respectively. At March 31, 2011, unused lines of credit to borrowers aggregated approximately $12.0 million for commercial lines and $16.9 million for open-end consumer lines, respectively.
Leases
The Company currently leases two branch banking facilities under an operating lease. The first lease originated in fiscal 2000 for a ten year term and two five year renewal options of which the Company committed to another five year renewal ending in April 2014. The Companys second operating lease commenced in fiscal 2001 for an original five year term with 3 five year renewal options and has currently renewed the third option to expire in April 2016. The minimum annual lease payments over the current lease term are as follows:
The Company incurred rental expense under operating leases totaling approximately $50,000 and $91,000 for the fiscal periods ended December 31, 2011 and March 31, 2011, respectively.
There were no other material commitments or contingencies at December 31, 2011.
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Restriction on Cash and Due From Banks
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9 Months Ended |
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Dec. 31, 2011
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Restriction On Cash And Due From Banks | |
Restriction on Cash and Due From Banks |
Note 2: Restriction on Cash and Due From Banks
The Company is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2011, was $2.1 million.
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