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) July 24, 2015

Wells Financial Corp.

(Exact name of registrant as specified in its charter)

Minnesota	333-202694	41-1799504
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

53 First Street, S.W., Wells, Minnesota	56097
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (507) 553-3151

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

WELLS FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2015, the Registrant issued a press release to announce earnings for the quarter  and six months ended June 30, 2015. A copy of the press release is furnished with this report as Exhibit 99.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

The following exhibits are being furnished with this report.

No.           Description

99.1           Press Release, dated July 24, 2015

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.

			WELLS FINANCIAL CORP.
Date:	July 24, 2015	By:	/s/ James D. Moll
			James D. Moll
			President and Chief Executive Officer
			(Duly Authorized Representative)

EX-99.1

Wells Financial Corp. Announces Second Quarter Results of Operations

Wells, Minnesota, July 24, 2015

Selected Financial Data

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net Income	$	550		$	96		$	1,043		$	347
Basic earnings per share	$	0.75		$	0.13		$	1.41		$	0.45
Diluted earnings per share	$	0.75		$	0.13		$	1.41		$	0.45
Return on average equity (1)(2)		8.1	%		1.5	%		7.7	%		2.6	%
Return on average assets(1)		0.9	%		0.2	%		0.8	%		0.3	%
Net interest rate spread		3.6	%		3.5	%		3.7	%		3.4	%
Net interest rate margin		3.6	%		3.5	%		3.7	%		3.4	%
Book value per share (2)	$	36.94		$	34.83		$	36.94		$	34.83
(1)Annualized
(2)Includes stockholders’ equity and mezzanine equity

Quarter Ended June 30, 2015

James D. Moll, President of Wells Financial Corp. (OTCQB:WEFP)(the Company), the holding company of Wells Federal Bank (the Bank), announced net income for the second quarter of 2015 of $550,000, up $454,000 or 472.9%, when compared to the second quarter of 2014.  Basic and diluted earnings per share for the second quarter of 2015 were $0.75, up $0.62 or 477.0%, when compared to the second quarter of 2014.  The improvement in net income for the quarter is due, primarily, to increases of $129,000 and $222,000, or 6.5% and 25.6%, in net interest income and noninterest income, respectively.  Also contributing to the improved earnings were decreases of $150,000 and $224,000, or 100.0% and 8.8%, in the provision for loan loss and noninterest expense, respectively.

The increase in net interest income was due to an increase in the net interest rate spread and the increase in noninterest income resulted, primarily, from an increase in gain on sale of loans as a larger volume of residential mortgage loans was originated and sold to the secondary market.  A decrease in expenses associated with other real estate owned was the primary reason for the decrease in noninterest expense. The decrease in the provision for loan losses resulted from management’s analysis of credit quality.

In accordance with the Bank’s internal classification of assets policy, management evaluates the loan portfolio on a quarterly basis to identify and determine the adequacy of the allowance for loan loss and adjusts the level of the allowance for loan losses through the provision for loan losses.  As of June 30, 2015 and 2014, the balance in the allowance for loan losses and the allowance for loan losses as a percentage of total loans were $2,184,000 and $1,934,000 and 1.2% and 1.2%, respectively.

Six Months Ended June 30, 2015

Net income for the six months ended June 30, 2015 was $1,043,000, up $696,000, or 200.6% when compared to the same period in 2014.  Basic and diluted earnings per share for the period were $1.41, up $0.96 or 213.3%.  Increases of $401,000 and $226,000, or 10.2% and 13.0%, in net interest income and noninterest income, respectively, were the primary reasons for the increase in net income.  Also contributing to the improved earnings were decreases of $250,000 and $235,000, or 78.1% and 4.9%, in the provision for loan loss and noninterest expense, respectively.

The increase in net interest income was due to an increase in the net interest rate spread and the increase in noninterest income resulted, primarily, from an increase in gain on sale of loans as a larger volume of residential mortgage loans was originated and sold to the secondary market.  Decreases in compensation and expenses associated with other real estate owned were the primary reason for the decrease in noninterest expense. The decrease in the provision for loan losses resulted from management’s analysis of credit quality.

Recent Developments

On July 16, 2015 the Company announced that it had completed the acquisition of St. James Federal Savings and Loan Association (“St. James”) in a conversion merger transaction and the related stock offering of the Company, effective July 16, 2015.  As a result of the conversion merger, St. James converted from a federally-chartered mutual savings association to a federally-chartered stock savings association and immediately merged with and into Wells Federal Bank, the surviving entity in the merger conversion.  The Company sold 78,736 shares of common stock at a price of $27.36 per share to depositor and borrower members of St. James, to the Employee Stock Ownership Plan and stockholders of Wells, and to members of the general public in a concurrent subscription offering and community offering.  Gross offering proceeds totaled approximately $2.15 million.  As a result of the stock offering, the Company had 814,758 shares of common stock issued and outstanding as of the close of business on July 16, 2015.     St. James’ sole office, located in St. James, Minnesota, has become a branch office of Wells Federal Bank.

Forward-looking Statements

Statements in this press release that are not strictly historical may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1996, which involve risks and uncertainties.  The foregoing material may contain forward-looking statements concerning the financial condition, results of operations and business of the Company.  We caution that such statements are subject to a number of uncertainties and actual results could differ materially and, therefore, readers should not place undue reliance on any forward-looking statements.  The Company does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances arising after the date hereof.

**An unaudited consolidated balance sheet and income statement are part of this press release**

Wells Financial Corp. and Subsidiary
Consolidated Statement of Financial Condition
(Dollars in Thousands, except per share data)
ASSETS	06/30/15			12/31/14
	(Unaudited)
Cash, including interest-bearing accounts:	$	19,865		$	14,373
06/30/15 $11,037; 12/31/14  $7,411
Certificates of deposit		1,241			4,181
Fed Funds Sold		3,000			2,000
Securities available for sale		32,822			34,177
Federal Home Loan Bank Stock, at cost		2,068			2,079
Loans held for sale		3,567			1,707
Loans receivable, net		177,859			182,050
Accrued interest receivable		966			834
Premises and equipment		3,079			3,172
Mortgage servicing rights, net		1,871			1,886
Foreclosed real estate		3,199			3,656
Other assets		1,764			1,711
TOTAL ASSETS	$	251,301		$	251,826
LIABILITIES, MEZZANINE EQUITY AND
STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits	$	220,860		$	221,972
Advances from borrowers for taxes and insurance		2,621			2,630
Accrued interest payable		60			17
Accrued expenses and other liabilities		575			588
TOTAL LIABILITIES		224,116			225,207
Commitments, Contingencies and Credit Risk
MEZZANINE EQUITY
Redeemable common stock held by ESOP, $0.10 par value
89,925 shares at June 30, 2015; 95,602 shares at December 31, 2014		2,383			2,533
STOCKHOLDER'S EQUITY:
Preferred stock, no par value; 500,000 shares authorized; none
outstanding		-			-
Common stock, $.10 par value; 7,000.000 shares
authorized; 2,097,575 shares issued	$	209		$	209
Additional paid in capital		17,116			17,110
Retained earnings, substantially restricted		36,479			35,552
Other comprehensive income		41			93
Treasury stock, at cost, 1,451,478 shares at June
30, 2015; 1,445,248 shares at December 31, 2014		(29,043	)		(28,878	)
TOTAL STOCKHOLDERS' EQUITY		24,802			24,086
TOTAL LIABILITIES, MEZZANINE EQUITY AND	$	251,301		$	251,826
STOCKHOLDERS' EQUITY

Wells Financial Corp. and Subsidiary
Consolidated Statement of Income
(Dollars in thousands, except per share data)
(Unaudited)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Interest and dividend income
Loans receivable:
Residential loans	$	653	$	667	$	1,378	$	1,320
Commercial Loans		364		316		723		623
Ag Real Estate Loans		359		345		743		676
Consumer and other loans		686		632		1,393		1,258
Investment securities and other interest-
bearing deposits		158		177		323		371
Total interest income		2,220		2,137		4,560		4,248
Interest expense
Deposits		108		154		225		314
Total interest expense		108		154		225		314
Net interest income		2,112		1,983		4,335		3,934
Provision for loan losses		-		150		70		320
Net interest income after
provision for loan losses		2,112		1,833		4,265		3,614
Noninterest income
Gain on sale of loans		359		174		524		350
Loan servicing fees		215		207		430		432
Insurance commissions		169		151		341		292
Fees and service charges		123		112		229		217
Other		222		222		446		453
Total noninterest income		1,088		866		1,970		1,744
Noninterest expense
Compensation and benefits		1,145		1,188		2,257		2,367
Occupancy and equipment		173		193		357		401
Federal insurance premiums		51		53		105		107
Data processing		216		204		430		419
Advertising		64		62		123		110
Amortization & Valuation adjustments for MSR's		104		78		177		149
Other real estate owned		142		299		256		354
Other		421		463		840		873
Total noninterest expense		2,316		2,540		4,545		4,780
Income before income taxes		884		159		1,690		578
Income tax expense		334		63		647		231
Net Income	$	550	$	96	$	1,043	$	347
Earnings per share
Basic earnings per share	$	0.75	$	0.13	$	1.41	$	0.45
Diluted earnings per share	$	0.75	$	0.13	$	1.41	$	0.45