-----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, APWdl5tXPDTiQRQevRne5KejOd4eFA7RMJQvgZmpOkXIPsIC/qR1IANI9WEVmE2r cLzyWIoLF9wbxQCXiYTCKA== 0000914317-10-001071.txt : 20100625 0000914317-10-001071.hdr.sgml : 20100625 20100625130436 ACCESSION NUMBER: 0000914317-10-001071 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100625 DATE AS OF CHANGE: 20100625 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23433 FILM NUMBER: 10916967 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 11-K 1 form11k-109047_wayne.htm FORM 11-K form11k-109047_wayne.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM 11-K

(Mark One):

x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 0-23433


A.
Full title of the plan and address of the plan, if different from that of the issuer named below:


Wayne Savings 401(k) Retirement Plan

B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Wayne Savings Bancshares, Inc.
151 North Market Street
Wooster, Ohio 44691



 
 

 


REQUIRED INFORMATION

Financial Statements.  The following financial statements and schedule are filed as part of this annual report for the Wayne Savings 401(k) Retirement Plan (the "Plan"):

     
Page No.
       
 
Report of Independent Registered Public Accounting Firm
3
       
 
Financial Statements
 
       
   
Statements of Net Assets Available for Benefits
4
       
   
Statement of Changes in Net Assets Available for Benefits
5
       
   
Notes to Financial Statements
6
       
 
Supplemental Schedule
 
       
   
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
14



 
2

 









Report of Independent Registered Public Accounting Firm


Administrative Committee
Wayne Savings 401(k) Retirement Plan
Wooster, Ohio

We have audited the accompanying statements of net assets available for benefits of Wayne Savings 401(k) Retirement Plan as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  Our audits included 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 and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Wayne Savings 401(k) Retirement Plan as of December 31, 2009, and 2008, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying supplemental schedules are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedules are the responsibility of the Plan's management.  The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.


                            /s/ BKD, LLP


Cincinnati, Ohio
June 24, 2010

Federal Employer Identification Number: 44-0160260



 

 
3

 
Wayne Savings 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008
 



Assets
 
   
2009
 
2008
 
             
Investments, At Fair Value
  $ 2,742,423     $ 2,058,214  
                 
Receivables
               
Employee contribution
    10,767       -  
Employer contribution
    6,340       -  
Accrued interest and dividends
    2,862       2,383  
Net Assets Available for Benefits
  $ 2,762,392     $ 2,060,597  
                 

 

The Accompanying Notes are an Integral Part of These Statements

 
4

 
Wayne Savings 401(k) Retirement Plan
Statements of Changes in Net Assets Available for Benefits
December 31, 2009 and 2008
 


   
2009
 
2008
 
Investment Income
           
Net appreciation (depreciation) in fair value of investments
  $ 309,664     $ (946,558 )
Interest
    1,819       1,792  
Dividends
    60,782       89,403  
                 
Net investment income (loss)
    372,265       (855,363 )
                 
Contributions
               
Employer
    161,412       161,638  
Participants
    306,732       290,825  
Rollovers
    34,568       17,174  
                 
      502,712       469,637  
                 
Total
    874,977       (385,726 )
                 
Deductions
               
Benefits paid directly to participants
    170,494       130,314  
Administrative expenses
    2,688       2,171  
                 
Total
    173,182       132,485  
                 
                 
Net Increase (Decrease)
    701,795       (518,211 )
                 
Net Assets Available for Benefits, Beginning of Year
    2,060,597       2,578,808  
                 
Net Assets Available for Benefits, End of Year
  $ 2,762,392     $ 2,060,597  
                 

 

 
The Accompanying Notes are an Integral Part of These Statements
 

 
5

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 


Note 1:
Description of the Plan
 
The following description of Wayne Savings 401(k) Retirement Plan (Plan) provides only general information.  Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the Plan Administrator.
 
General
 
The Plan is a defined contribution plan sponsored by Wayne Savings Community Bank (Company) for the benefit of its employees who have at least one year of service and are age 21 or older.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).  Huntington National Bank is the trustee and custodian of the Plan.
 
Contributions
 
The Plan permits eligible employees through a salary deferral election to have the Company make annual contributions of up to 50% of eligible compensation, as defined in the plan, subject to an overall $16,500 limitation for 2009.  Employee rollover contributions are also permitted.  The Company makes matching contributions of 100% of employees’ salary deferral amounts up to 4% and 50% of the next 2% of the employees’ compensation and profit-sharing contributions.  Company profit-sharing contributions are discretionary as determined by the Company’s Board of Directors.  Contributions are subject to certain limitations.  There are no forfeitures as the employer contributions vest immediately.
 
Participant Investment Account Options
 
Investment account options available include various funds.  Each participant has the option of directing his or her contributions into any of the separate investment accounts and may change the allocation daily.
 
The Plan Document also includes an automatic deferral feature whereby a participant is treated as electing to defer a certain percentage of eligible compensation unless the participant made an affirmative election otherwise.
 
Participant Accounts
 
Each participant’s account is credited with the participant’s contribution, the Company’s contribution and plan earnings.  Allocations are based on participant earnings or account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
Vesting
 
Participants are immediately vested in both their voluntary contributions plus earnings thereon and the Company’s contribution portion of their accounts plus earnings thereon.
 

 

 
6

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 



Payment of Benefits
 
Upon termination of service, an employee may elect to receive a lump-sum amount equal to the value of his or her account.  At December 31, 2009 and 2008, no plan assets were allocated to accounts of terminated or retired participants who have elected to withdraw from the Plan but have not yet been paid.
 
Participant Loans
 
The Plan Document includes provisions authorizing loans from the Plan to active eligible participants.  Loans are made to any eligible participant demonstrating a qualifying need.  The minimum amount of a loan shall be $1,000.  The maximum amount of a participant’s loans is determined by the available loan balance restricted to the lesser of $50,000 or 50% of the participant’s vested account balance.  All loans are covered by demand notes and are repayable over a period not to exceed five years (except for loans for the purchase of a principal residence) through payroll withholdings unless the participant is paying the loan in full.  Interest on the loans is based on the prime rate plus 1%.
 
Plan Termination
 
Although it has not expressed an intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.
 
Note 2:
Summary of Significant Accounting Policies
 
Basis of Accounting
 
The accompanying financial statements are prepared on the accrual basis of accounting.
 
Investment contracts held by a defined contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.
 

 

 
7

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 



Valuation of Investments and Income Recognition
 
Quoted market prices, if available, are used to value investments.  Participant loans are valued at cost, which approximates fair value.
 
Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.
 
Plan Tax Status
 
The Plan operates under a standardized adoption agreement in connection with a prototype 401(k) profit-sharing plan and trust.  This prototype plan document has been filed with the appropriate agency and has obtained a determination letter from the Internal Revenue Service stating that the prototype constitutes a qualified plan under Section 401 of the Internal Revenue Code and that the related trust was tax exempt as of the financial statement date.
 
Payment of Benefits
 
Benefit payments to participants are recorded upon distribution.
 
Administrative Expenses
 
Administrative expenses may be paid by the Company or the Plan, at the Company’s discretion.
 

 

 
8

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 


Note 3:
Investments
 
The Plan’s investments are held by a bank-administered trust fund.  The Plan’s investments (including investments bought, sold and held during the year) appreciated (depreciated) in fair value as follows:
 
   
2009
 
   
Net
Appreciation
(Depreciation)
in Fair Value
During Year
   
Fair Value at
End of Year
 
             
Mutual funds
  $ 385,063     $ 2,438,311  
Wayne Savings Bancshares, Inc. Common Stock
    (75,399 )     268,213  
Participant loans
          35,899  
                 
    $ 309,664     $ 2,742,423  
 
   
2008
 
   
Net
 Depreciation
in Fair Value
During Year
   
Fair Value at
End of Year
 
             
Mutual funds
  $ (800,348 )   $ 1,706,748  
Wayne Savings Bancshares, Inc. Common Stock
    (146,210 )     334,890  
Participant loans
          16,576  
                 
    $ (946,558 )   $ 2,058,214  
                 

 

 
9

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 


The fair value of individual investments that represented 5% or more of the Plan’s net assets available for benefits were as follows:
 
   
2009
   
2008
 
             
Wayne Savings Bancshares, Inc. common stock
  $ 268,213     $ 334,890  
Fidelity Advisor Equity Growth Fund  -  Class T
    373,415       262,734  
Federated Capital Preservation Fund - Institutional
    384,511       384,677  
Fidelity Advisor Mid Cap Fund - Class T
    193,733       111,934  
Dreyfus S&P 500 Index Fund
    178,385       142,301  
Federated Capital Appreciation Fund - Class A
    **       131,142  
T. Rowe Price High Yield Fund – Advisor Class
    177,595       121,854  
 
               
 
               

 
**Investment represents less than 5% of the plans net assets at specified date
 
Information on the fully benefit-responsive contract portion carried at fair value is as follows:
 

 
   
2009
   
2008
 
             
Average yield
    3.50 %     4.33 %
Crediting interest rate at December 31
    4.17 %     4.32 %
Fair value
  $ 384,511     $ 384,677  
Contract value
  $ 384,511     $ 384,677  

 
Note 4:
Disclosures about Fair Value of Financial Instruments
 
Accounting Standards Codification Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  This topic also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value:
 
 
Level 1
Quoted prices in active markets for identical assets or liabilities
 
 
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
 
 
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
 

 

 
10

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 


Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.
 
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy and include mutual funds and Wayne Savings Bancshares, Inc. Common Stock.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.  In certain cases where Level 1 or Level 2 inputs are not available, investments are classified within Level 3 of the hierarchy, and include participant loans.  The value of participant loans was determined using historical cost which approximates fair value.
 
The following table presents the fair value measurements of assets recognized in the accompanying statements of net assets measured at fair value on a recurring basis and the level within the ASC 820-10 fair value hierarchy in which the fair value measurements fall at December 31, 2009 and 2008:
 
2009
       
Fair Value Measurements Using
 
   
Fair Value
   
Quoted Prices
in Active
Markets for
Identical Assets
 
(Level 1)
   
Significant
Other
Observable
Inputs
 
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
                         
Money Market Funds
  $ 3,466     $ 3,466     $ ––     $ ––  
Fixed Income Mutual Funds
    721,113       721,113       ––       ––  
Equity Mutual Funds
    1,713,732       1,713,732       ––       ––  
Wayne Savings Bancshares, Inc. Common Stock
    268,213       268,213       ––       ––  
Participant Loans
     35,899        ––        ––        35,899  
    $ 2,742,423     $ 2,706,524     $ ––     $ 35,899  
                                 

 
2008
       
Fair Value Measurements Using
 
   
Fair Value
   
Quoted Prices
in Active
Markets for
Identical Assets
 
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
                         
Mutual Funds
  $ 1,706,748     $ 1,706,748     $ ––     $ ––  
Wayne Savings Bancshares, Inc. Common Stock
    334,890       334,890       ––       ––  
Participant Loans
     16,576        ––        ––        16,576  
    $ 2,058,214     $ 2,041,638     $  ––     $ 16,576  
                                 

 

 
11

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 


The following is a reconciliation of the beginning and ending balances of recurring fair value measurements using significant unobservable (Level 3) inputs:
 
   
2009
   
2008
 
             
Beginning balance
  $ 16,576     $ 20,250  
New Loans
    26,730       -  
Payments applied
     (7,407 )      (3,674 )
Ending balance
  $ 35,899     $ 16,576  

 

 

 
12

 
Wayne Savings 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2009 and 2008
 


Note 5:
Party-in-Interest Transactions
 
Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50 percent or more of such an employer or employee association, or relatives of such persons.
 
The Plan invests in certain funds of the Plan trustee.  The Plan paid $2,688 and $2,171 of recordkeeping fees to Huntington National Bank during 2009 and 2008.  The Company provides certain administrative services at no cost to the Plan.
 

 
Note 6:
Risks and Uncertainties
 
The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.
 

 
Note 7:
Economic Conditions
 
The current protracted economic decline continues to present retirement plans with difficult circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair value of investments.   The financial statements have been prepared using values and information currently available to the Plan.
 
Given the volatility of current economic conditions, the values of assets recorded in the financial statements could change rapidly, resulting in material future adjustments in investment values that could negatively impact the Plan.
 
 
 
 

 
13

 


 
Supplemental Schedule
 

 

 
14

 
 
 
 
Wayne Savings 401(k) Retirement Plan
Form 5500 E.I.N. 34-0606020 Plan No. 003
 

 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
 
  December 31, 2009

 
* Party in interest


 
Identity of Issuer (a)(b)
Description of Investment (c)
 
Cost (d)
 
Current Value (e)
 
               
Mutual funds
             
  *Huntington Dividend Capture Fund IV
  4,616 shares
  $ 38,680     $ 36,280  
Federated Capital Preservation Fund - Institutional
38,451 shares
    384,511       384,511  
Fidelity Advisor Short Fixed Income Fund - Class T
6,486 shares
    59,703       58,759  
Pimco Total Return Fund-Administrative Class
  9,282 shares
    99,805       100,249  
T. Rowe Price High Yield Fund - Advisor Class
27,706 shares
    177,601       177,595  
American Balanced Fund - Class R-4
  6,662 shares
    93,444       107,859  
American Century Growth Fund - Class R
  1,613 shares
    33,077       34,927  
Columbia Small Cap Core Fund - Class A
 7,585 shares
    106,021       91,631  
Dreyfus S&P 500 Index Fund
 5,701 shares
    189,104       178,385  
Dreyfus Small Cap Index Fund
1,243 shares
    24,660       20,666  
Federated Capital Appreciation Fund - Class A
7,804 shares
    161,767       132,675  
Fidelity Advisor Equity Growth Fund - Class T
8,568 shares
    408,196       373,415  
Fidelity Advisor Mid Cap Fund - Class T
11,856 shares
    251,573       193,733  
MFS Value Fund – Class R-2
  2,656 shares
    52,890       54,775  
Franklin Templeton Growth Fund - Class A
7,494 shares
    160,960       125,970  
Vanguard Target Retirement 2005 Fund
3,010 shares
    28,233       33,051  
Vanguard Target Retirement 2010 Fund
2,704 shares
    50,986       55,493  
Vanguard Target Retirement 2015 Fund
8,783 shares
    92,510       99,331  
Vanguard Target Retirement 2020 Fund
  342 shares
    6,555       6,840  
Vanguard Target Retirement 2025 Fund
2,598 shares
    27,732       29,413  
Vanguard Target Retirement 2030 Fund
4,975 shares
    88,172       96,071  
Vanguard Target Retirement 2035 Fund
  388 shares
    4,419       4,507  
Vanguard Target Retirement 2040 Fund
  437 shares
    7,519       8,319  
Vanguard Target Retirement 2045 Fund
1,116 shares
    10,863       13,418  
Vanguard Target Retirement 2050 Fund
   888 shares
    15,030       16,972  
                   
Common stocks
                 
*Wayne Savings Bancshares, Inc
46,164 shares
    637,201       268,213  
                   
Money market funds
                 
*Huntington Money Market Fund
3,466 shares
    3,466       3,466  
                   
*Participant loans
4.25% to 9.25%
     35,899        35,899  
                   
                   
      $ 3,250,577     $ 2,742,423  
 
 

 
15

 


 

 

 
SIGNATURES


The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees for the Plan have duly caused this annual report to be signed by the undersigned hereunto duly authorized.
 
 

   
WAYNE SAVINGS 401(k) RETIREMENT PLAN
       
       
       
       
June 25, 2010
 
By:
/s/ H. Stewart Fitz Gibbon III
     
H. Stewart Fitz Gibbon III
     
Trustee



 
16

 

INDEX TO EXHIBITS


Number
 
Description
23
 
Consent of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
 
 
 
 
 
17
 
 
 
EX-23 2 ex23.htm EXHIBIT 23 ex23.htm
Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm



We consent to incorporation by reference in the Registration Statement on Form S-8 (Registration No. 333-105845) pertaining to the Wayne Savings 401(k) Retirement Plan, of our report dated June 24, 2010, on our audits of the statements of net assets available for benefits of the Wayne Savings 401(k) Retirement Plan as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years ended December 31, 2009 and 2008, which report appears in the December 31, 2009 annual report on Form 11-K of the Wayne Savings 401(k) Retirement Plan.



/s/ BKD, LLP                  

Cincinnati, Ohio
June 24, 2010


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