-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4/UhxWkveGlN+sHrfF/40ZS04ss/ApRkl/J7hSd8VLv5H6EZqZeh6ug6pc/9/VN hgyUj/iKTX3Bw1x9Gk/sQA== 0000914317-04-001852.txt : 20040503 0000914317-04-001852.hdr.sgml : 20040503 20040503153705 ACCESSION NUMBER: 0000914317-04-001852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE SAVINGS BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0001036030 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 311557791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23433 FILM NUMBER: 04773510 BUSINESS ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 BUSINESS PHONE: 3302645767 MAIL ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 FORMER COMPANY: FORMER CONFORMED NAME: WAYNE SAVINGS BANKSHARES INC DATE OF NAME CHANGE: 19970319 8-K 1 form8k-waynesavings_60243.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2004 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) Item 7. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 99 Press release dated April 29, 2004 Item 12. Results of Operations and Financial Condition On April 29, 2004, the Company announced its earnings for the three and twelve months ended March 31, 2004. A copy of the press release dated April 29, 2004, describing earnings for these periods is attached as Exhibit 99 to this report. The information included in the press release text and the attached financial supplement is considered to be "furnished" under the Securities Exchange Act of 1934. The Company will include final financial statements and additional analyses for the period ended March 31, 2004, as part of its Form 10-Q covering that period. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WAYNE SAVINGS BANCSHARES, INC. DATE: April 30, 2004 By: /s/ Charles F. Finn ----------------------- Charles F. Finn President and Chief Executive Officer 3 EX-99 2 exhibit99.txt EXHIBIT 99 NASDAQ SYMBOL: WAYN ___________________________________________RELEASE DATE: APRIL 29, 2004 WAYNE SAVINGS BANCSHARES, INC. CONTACT PERSON: CHARLES F. FINN ANNOUNCES FISCAL 2004 NET EARNINGS CHAIRMAN AND CEO MICHAEL C. ANDERSON EVP/CFO (330) 264-5767 FOR IMMEDIATE RELEASE WOOSTER, OHIO-Wayne Savings Bancshares, Inc. (NASDAQ: WAYN), the stock holding company parent of Wayne Savings Community Bank, reported net earnings of $2,704,000 for fiscal 2004, little changed from net earnings of $2,772,000 posted in the prior fiscal year. Due to the favorable effects of the Company's capital management strategy of ongoing stock repurchases, earnings per share increased to $.72 per diluted share in fiscal 2004 from $.71 per diluted share in the previous year. According to Charles F. Finn, Chairman and CEO, net earnings remained relatively unchanged year to year primarily because the large volume of mortgage loan refinancings had the effect of lowering asset yields. Finn further stated management was able to achieve some growth in net interest income by correspondingly reducing its cost of funds to offset the decline in asset yields. In the current record low interest rate environment, Finn said the Company has continued to shorten investment maturities rather than reaching for higher yields by extending maturities. With Federal Reserve officials recently signaling their preference to raise interest rates in the near future, Finn said management believes Wayne Savings Bancshares, Inc. is well-positioned to take advantage of a rising interest rate environment. Net interest income increased from $10.9 million in the prior fiscal year to $11.1 million in the 2004 fiscal year, while other income increased from $1.6 million to $1.9 million. The increases in income were largely offset by an increase of $554,000 in general and administrative expenses, which consisted mainly of higher compensation and benefit costs, additional staff needed for operating a fully converted publicly traded stock company, increased costs relating to routine compliance matters required of a public company, and higher transaction expenses in connection with a growing volume of business accounts. For the fourth fiscal quarter ended March 31, 2004, net earnings totaled $800,000, or $.21 per diluted share, as compared to net earnings of $872,000, or $.21 per diluted share, reported in the comparable quarter last year. Net interest income decreased from $2.98 million to $2.95 million and other income decreased from $476,000 to $454,000 in the fourth fiscal quarter compared to the same quarter last year. The decreases in income were partially offset by a decrease in general and administrative expense in the comparable quarters, from $2.27 million to $2.17 million, respectively. In the fourth quarter, the Company's Board of Directors authorized the repurchase of up to 195,365 shares, or 5% of the Company's outstanding shares of common stock. As of March 31, 2004, 112,500 shares had been purchased. Share repurchases will be made from time to time as market conditions warrant, through open market repurchases, unsolicited negotiation transactions, or in such other manner deemed appropriate by management. The repurchase program will expire in January 2005. In regards to the recently announced signing of a definitive agreement to acquire Stebbins Bancshares, Inc. and its national bank subsidiary, Stebbins National Bank of Creston, Ohio, Chairman Finn said the closing of the transaction is expected to take place in May 2004. Following the merger, Stebbins Bank will continue operations as a branch of Wayne Savings Community Bank. Wayne Savings Bancshares, Inc. completed its "second step" stock conversion on January 8, 2003, just prior to beginning the 2004 fiscal year. At March 31, 2004, Wayne Savings Bancshares, Inc. reported total assets of $369.1 million, total deposits of $291.8 million, and stockholders' equity of $43.6 million, resulting in a capital-to-assets ratio of 11.80%. Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc. is celebrating its 105th anniversary. Following the completion of the Stebbins Bank acquisition, Wayne Savings' will have eleven full-service banking locations in Wayne, Holmes, Ashland, Medina, and Stark counties, Ohio. WAYNE SAVINGS BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CONDITION (Dollars in thousands, except per share data)
March 31, 2004 March 31, 2003 -------------- -------------- (unaudited) ASSETS Cash, cash equivalents & investment securities $ 51,469 $ 53,337 Mortgage-backed securities, net (1) 88,428 76,002 Loans receivable, net (1) 205,443 228,373 Federal Home Loan Bank stock 4,205 4,041 Office premises & equipment, net 8,742 8,818 Real estate acquired through foreclosure 100 -- Other assets 10,718 8,420 --------- --------- TOTAL ASSETS $ 369,105 $ 378,991 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Deposit accounts $ 291,830 $ 300,931 Advances from Federal Home Loan Bank 30,000 30,000 Advances by borrowers for taxes & insurance 617 712 Accounts payable on mortgage loans serviced for others 118 130 Other liabilities 2,979 2,555 --------- --------- TOTAL LIABILITIES 325,544 334,328 Common stock (3,907,318 and 3,888,795 shares of $.10 par value issued at March 31, 2004 and March 31, 2003, respectively) 391 389 Additional paid-in capital 34,365 34,208 Retained earnings 12,727 11,830 Less required contributions for shares acquired by Employee Stock Ownership Plan (1,456) (1,612) Shares acquired by Management Recognition Plan (1,142) -- Less Treasury Stock (1,803) -- Accumulated other comprehensive loss 479 (152) --------- --------- TOTAL STOCKHOLDERS' EQUITY 43,561 44,663 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 369,105 $ 378,991 ========= ========= (1) Includes available for sale classifications.
CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in Thousands)
Three Months Ended Twelve Months Ended March 31, March31, 2004 2003 2004 2003 ---- ---- ---- ---- (unaudited) (unaudited) Interest income 4,630 5,041 18,216 20,023 Interest expense 1,683 2,066 7,147 9,169 ------- ------- ------- ------- Net interest income 2,947 2,975 11,069 10,854 Provision for losses on loans 110 16 173 91 ------- ------- ------- ------- Net interest income after provision for loan losses 2,837 2,959 10,896 10,763 Other income 454 476 1,933 1,643 General, administrative, and other expense 2,173 2,268 8,971 8,417 ------- ------- ------- ------- Earnings before federal income taxes 1,118 1,167 3,858 3,989 Federal income taxes 318 295 1,154 1,217 ------- ------- ------- ------- Net earnings $ 800 $ 872 $ 2,704 $ 2,772 ======= ======= ======= =======
CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share data) For the Three Months nded March 31, -------------------------- 2004 2003 ---- ---- (unaudited) Quarterly Results - ----------------- Net Interest Income $ 2,947 $ 2,975 Net Earnings $ 800 $ 872 Earnings Per Share: Basic 0.21 0.21 Diluted 0.21 0.21 Return on Average Assets (Annualized) .86% .92% For the Twelve Months ended March 31, -------------------------- 2004 2003 ---- ---- (unaudited) Annual Results Net Interest Income $ 11,069 $ 10,854 Net Earnings $ 2,704 $ 2,772 Earnings Per Share: Basic 0.72 0.71 Diluted 0.72 0.71 Return on Average Assets (Annualized) .72% .78% March 31, March 31, 2004 2003 ----------- ---------- (unaudited) End of Period Data Total Assets $ 369,105 $ 378,991 Stockholders' Equity to Total Assets 11.80% 11.78% -----END PRIVACY-ENHANCED MESSAGE-----