Wayne Savings Bancshares (WAYN) 10-Q 2011 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)                                                                                                                           

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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	(Zip Code)
executive office)

Registrant’s telephone number, including area code: (330) 264-5767

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 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o

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).  o Yes  o No

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” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o    Accelerated filer o    Non-accelerated filer  o    Smaller reporting company   ý  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).

Yes o   No   ý  

As of August 5, 2011, the latest practicable date, 3,004,113 shares of the registrant’s common stock, $.10 par value, were issued and outstanding.

Wayne Savings Bancshares, Inc.

Index

	Page
PART I - FINANCIAL INFORMATION
Item 1  Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Income	3
Condensed Consolidated Statements of Comprehensive Income	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	7
Item 2  Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3  Quantitative and Qualitative Disclosures About Market Risk	34
Item 4T  Controls and Procedures	34
PART II - OTHER INFORMATION
Item 1  Legal Proceedings	35
Item 1A  Risk Factors	35
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3  Defaults Upon Senior Securities	35
Item 4  Reserved	35
Item 5  Other Information	35
Item 6  Exhibits	36
SIGNATURES	37

 Wayne Savingss Bancshares, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	June 30, 2011			March 31, 2011
	(Unaudited)
ASSETS
Cash and due from banks	$	11,236		$	4,833
Interest-bearing demand deposits		2,485			3,438
Cash and cash equivalents		13,721			8,271
Available-for-sale securities		135,652			131,956
Held-to-maturity securities		573			591
Loans receivable – net of allowance for loan losses of $3,221 and $3,203 at June 30, 2011 and March 31, 2011, respectively		235,126			239,993
Premises and equipment		7,065			6,892
Federal Home Loan Bank stock		5,025			5,025
Foreclosed assets held for sale  -  net		2,234			2,214
Accrued interest receivable		1,369			1,647
Bank-owned life insurance		7,064			7,003
Goodwill		1,719			1,719
Other intangible assets		264			287
Prepaid Federal Deposit Insurance Corporation premiums		1,010			1,087
Other assets		882			1,045
Prepaid federal income taxes		—			8
Total assets	$	411,704		$	407,738
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Demand	$	69,129		$	63,208
Savings and money market		105,685			105,086
Time		152,999			151,778
Total deposits		327,813			320,072
Other short-term borrowings		5,959			6,373
Federal Home Loan Bank advances		35,037			39,507
Accrued interest payable and other liabilities		1,960			2,646
Accrued federal income taxes		152			—
Deferred federal income taxes		1,283			861
Total liabilities		372,204			369,459
Commitments and Contingencies		––			––
Stockholders’ Equity
Preferred stock, 500,000 shares of $.10 par value authorized; no shares issued		––			––
Common stock, $.10 par value; authorized 9,000,000 shares;      3,978,731 shares issued		398			398
Additional paid-in capital		35,993			35,997
Retained earnings		16,167			15,828
Shares acquired by ESOP		(697	)		(719	)
Accumulated other comprehensive income, net of tax effects		2,169			1,305
Treasury stock, at cost – 974,618 common shares		(14,530	)		(14,530	)
Total stockholders’ equity		39,500			38,279
Total liabilities and stockholders’ equity	$	411,704		$	407,738

See accompanying notes to condensed consolidated financial statements. 

2

Wayne Savings Bancshares, Inc.

Condensed Consolidated Statements of Income

For the three months ended June 30, 2011 and 2010

(In thousands, except per share data)

(Unaudited)

	Three months
	ended
	June 30,
	2011		2010
Interest and Dividend Income
Loans	$	3,137	$	3,434
Securities		1,177		1,216
Dividends on Federal Home Loan Bank stock and other		58		57
Total interest and dividend income		4,372		4,707
Interest Expense
Deposits		792		1,012
Other short-term borrowings		5		7
Federal Home Loan Bank advances		293		416
Total interest expense		1,090		1,435
Net Interest Income		3,282		3,272
Provision for Loan Losses		70		190
Net Interest Income After Provision for Loan Losses		3,212		3,082
Noninterest Income
Gain on loan sales		18		67
Gain on sale of foreclosed assets held for sale		—		14
Trust income		72		48
Earnings on bank-owned life insurance		57		58
Service fees, charges and other operating		294		305
Total noninterest income		441		492
Noninterest Expense
Salaries and employee benefits		1,569		1,524
Net occupancy and equipment expense		452		452
Federal deposit insurance premiums		85		122
Franchise taxes		94		87
Provision for impairment on foreclosed assets held for sale		287		46
Amortization of intangible assets		23		23
Other		492		487
Total noninterest expense		3,002		2,741
Income Before Federal Income Taxes		651		833
Provision for Federal Income Taxes		136		190
Net Income	$	515	$	643
Basic Earnings Per Share	$	0.18	$	0.22
Diluted Earnings Per Share	$	0.18	$	0.22
Dividends Per Share	$	0.06	$	0.06

See accompanying notes to condensed consolidated financial statements. 

3

Wayne Savings Bancshares, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the three months ended June 30, 2011 and 2010

(In thousands)

(Unaudited)

	Three months
	ended
	June 30,
	2011		2010
Net Income	$	515	$	643
Other comprehensive income:      Unrealized holding gains on securities, net of related taxes of $445 and $256 during the respective periods		864		497
Comprehensive income	$	1,379	$	1,140
Accumulated other comprehensive income	$	2,169	$	2,087

See accompanying notes to condensed consolidated financial statements. 

4

Wayne Savings Bancshares, Inc.

Condensed Consolidated Statements of Cash Flows

For the three months ended June 30, 2011 and 2010

(In thousands)

(Unaudited)

	2011			2010
Operating Activities
Net income	$	515		$	643
Items not requiring (providing) cash
Depreciation and amortization		130			138
Provision for loan losses		70			190
Amortization of premiums and discounts on securities – net		278			178
Amortization of mortgage servicing rights		7			5
Amortization of deferred loan origination fees		(18	)		(16	)
Amortization of intangible assets		23			23
Increase in value of bank owned life insurance		(61	)		(61	)
Amortization expense of stock benefit plan		18			23
Provision for impairment on foreclosed assets held for sale		287			46
Gain on sale of foreclosed assets held for sale		—			(14	)
Net gain on sale of loans		(18	)		(67	)
Proceeds from sale of loans in secondary market		513			1,703
Origination of loans for sale in the secondary market		(495	)		(1,636	)
Deferred income taxes		(23	)		(49	)
Changes in
Accrued interest receivable		278			225
Other assets		164			199
Prepaid federal deposit insurance premiums		77			114
Interest payable and other liabilities		(87	)		(132	)
Net cash provided by operating activities		1,658			1,512
Investing Activities
Purchase of  available-for-sale securities		(11,663	)		(17,594	)
Proceeds from maturities of available-for-sale securities		9,000			10,402
Proceeds from maturities of held-to-maturity securities		16			46
Net change in loans		4,410			2,981
Purchase of premises and equipment		(303	)		(53	)
Proceeds from the sale of foreclosed assets		98			633
Net cash provided by (used in) investing activities		1,558			(3,585	)

See accompanying notes to condensed consolidated financial statements. 

5

Wayne Savings Bancshares, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

For the three months ended June 30, 2011 and 2010

(In thousands)

(Unaudited)

	2011			2010
Financing Activities
Net change in deposits	$	7,741		$	1,885
Net change in other short-term borrowings		(414	)		908
Proceeds from Federal Home Loan Bank advances		—			4,500
Repayments of Federal Home Loan Bank advances		(4,470	)		(6,500	)
Advances by borrowers for taxes and insurance		(447	)		(419	)
Cash dividends paid		(176	)		(175	)
Net cash provided by financing activities		2,234			199
Increase (Decrease) in Cash and Cash Equivalents		5,450			(1,874	)
Cash and Cash equivalents, Beginning of period		8,271			9,875
Cash and Cash equivalents, End of period	$	13,721		$	8,001
Supplemental Cash Flows Information       Cash Paid For:
Interest on deposits and borrowings	$	1,102		$	1,469
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Transfers from loans to foreclosed assets held for sale	$	341		$	169
Unrealized gains on securities designated as available-for-sale,
net of related tax effects	$	864		$	497
Dividends payable	$	180		$	180

See accompanying notes to condensed consolidated financial statements. 

6

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2011 and for the three months ended June 30, 2011 and 2010, were prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America.  Accordingly, these condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Wayne Savings Bancshares, Inc. (the “Company”) included in the Annual Report on Form 10-K for the year ended March 31, 2011.  Reference is made to the accounting policies of the Company described in the Notes to the Consolidated Financial Statements contained in its Annual Report on Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the unaudited financial statements have been included.  The results of operations for the three months ended June 30, 2011, are not necessarily indicative of the results which may be expected for the entire fiscal year.  The condensed consolidated balance sheet of the Company as of March 31, 2011, has been derived from the consolidated balance sheet of the Company as of that date.

Critical Accounting Policies – The Company’s critical accounting policies relate to the allowance for loan losses and goodwill.  The Company has established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish a sufficient allowance for loan losses.  The allowance for loan losses is based on management’s current judgments about the credit quality of individual loans and segments of the loan portfolio.  The allowance for loan losses is established through a provision, and considers all known internal and external factors that affect loan collectibility as of the reporting date.  Such evaluation, which includes a review of all loans on which full collectibility may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s knowledge of inherent risks in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance.  Management has discussed the development and selection of this critical accounting policy with the audit committee of the Board of Directors.  The Company recorded all assets and liabilities acquired in prior purchase acquisitions, including goodwill and other intangibles, at fair value as required.  Goodwill is subject, at a minimum, to annual tests for impairment.  Other intangible assets are amortized over their estimated useful lives using the straight-line method, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount.  The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future.  Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition.

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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

7

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Note 2: Principles of Consolidation

The accompanying condensed consolidated financial statements include Wayne Savings Bancshares, Inc. and the Company’s wholly-owned subsidiary, Wayne Savings Community Bank (“Wayne Savings” or the “Bank”).

Wayne Savings has eleven full-service offices in Wayne, Holmes, Ashland, Medina and Stark counties.  All significant intercompany transactions and balances have been eliminated in the consolidation.

Note 3: Earnings Per Share

Basic earnings per common share is computed based upon the weighted-average number of common shares outstanding during the period, less shares in the Company’s Employee Stock Ownership Plan (“ESOP”) that are unallocated and not committed to be released.  Diluted earnings per common share include the dilutive effect of all additional potential common shares issuable under the Company’s stock option plan.  The computations are as follows:

	For the three months ended June 30,
	2011		2010
Weighted-average common shares outstanding (basic)		2,930,075		2,921,174
Dilutive effect of assumed exercise of stock options		––		––
Weighted-average common shares outstanding (diluted)		2,930,075		2,921,174

None of the outstanding options were included in the diluted earnings per share calculation for the three months ended June 30, 2011 and 2010, as the average fair value of the shares was less than the option exercise prices.

Note 4: Stock Option Plan

In fiscal 2004, the Company adopted a Stock Option Plan that provided for the issuance of 142,857 incentive options and 61,224 non-incentive options with respect to authorized common stock.  As of June 30, 2011, all options under the 2004 Plan have been granted and (excluding forfeited options), are subject to exercise at the discretion of the grantees, and will expire in fiscal 2014 unless otherwise exercised or forfeited.

8

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

The Company accounts for the stock option plan in accordance with the provisions of FASB ASC 718-10.  FASB ASC 718-10 requires the recognition of compensation expense related to stock option awards based on the fair value of the option award at the grant date.  Compensation cost is then recognized over the vesting period.  There were no options granted during the three months ended June 30, 2011 and 2010.  There was no compensation expense recognized for the stock option plan during the three months ended June 30, 2011 and 2010, as all options were fully vested prior to these periods.

A summary of the status of the Company’s stock option plan as of and for the three months ended June 30, 2011, and for the years ended March 31, 2011 and 2010, is presented below:

	Three months ended June 30,					Year ended  March 31,
	2011					2011					2010
	Shares			Weighted Average exercise price		Shares			Weighted Average exercise price		Shares		Weighted Average exercise price
Outstanding at beginning of period		83,816		$	13.95		94,020		$	13.95		94,020	$	13.95
Granted		––			––		––			––		––		––
Exercised		––			––		––			––		––		––
Forfeited		(20,408	)		13,.95		(10,204	)		13.95		—		—
Outstanding at end of period		63,408		$	13.95		83,816		$	13.95		94,020	$	13.95
Options exercisable at period-end		63,408		$	13.95		83,816		$	13.95		94,020	$	13.95

The following information applies to options outstanding at June 30, 2011:

Number outstanding	63,408
Exercise price on all remaining options outstanding	$13.95
Weighted-average remaining contractual life	2.75 years

Note 5: Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory–and possibly additional discretionary–actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

9

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

As of June 30, 2011, the Bank had approval from the OTS for the payment of an amount sufficient to cover the quarterly dividend declared and payable as of that date.  With the dissolution of the OTS on July 21, 2011, the Bank believes that further notices or applications for dividends are not required to be made but that it is subject to existing regulatory guidance where, in general, a dividend is permissible without regulatory approval if the institution is considered to be “well capitalized” and the dividend does not exceed current year to date net income plus the change in retained earnings for the previous two calendar years.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of risk-based capital (as defined in the regulations) to risk-weighted assets (as defined), and of tangible and core capital (as defined) to adjusted total assets (as defined).  As of June 30, 2011, the Bank met all capital adequacy requirements to which it was subject.

As of June 30, 2011, based on the computations for the OTS Thrift Financial Report (TFR) the Bank is classified as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well-capitalized, the Bank must maintain capital ratios as set forth in the table below.  There are no conditions or events since June 30, 2011 that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios as of June 30, 2011 and March 31, 2011 are presented in the following table.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of June 30, 2011
Tangible capital	$	34,464		8.5	%	$	6,097		1.5	%	$	20,323		5.0	%
Core capital		34,464		8.5			16,258		4.0			24,387		6.0
Risk-based capital		36,275		15.4			18,845		8.0			23,556		10.0
As of March 31, 2011
Tangible capital	$	34,051		8.4	%	$	6,053		1.5	%	$	20,176		5.0	%
Core capital		34,051		8.4			16,141		4.0			24,212		6.0
Risk-based capital		35,888		15.1			19,023		8.0			23,779		10.0

Note 6: Recent Accounting Developments

FASB Accounting Standards Update (ASU) 2010-28 “Intangibles – Goodwill and Other” (Topic 350), issued in December 2010, concerns when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.  The guidance clarifies the circumstances under which step 2 of the goodwill impairment test must be performed.  The guidance is effective for fiscal years beginning after December 15, 2010 (April 1, 2011 for the Company), and for interim periods within those fiscal years.  The adoption of FASB ASC 2010-28 did not have a material effect on the Company’s financial condition or results of operations.

10

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

FASB Accounting Standards Update (ASU) 2011-02 “Receivables:  A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring” (Topic 310), issued on April 5, 2011, concerns the clarification of the accounting principles applied to loan modification and addresses the recording of an impairment loss.  The guidance is effective for fiscal quarters and years beginning after June 15, 2011 (July 1, 2011 for the Company).  Early adoption is permitted.  The adoption of FASB ASU 2011-02 is not expected to have a material effect on the Company’s financial condition or results of operations.

FASB Accounting Standards Update (ASU) 2011-03 “Reconsideration of Effective Control for Repurchase Agreements” (Topic 860), issued on April 29, 2011, concerns the improvement of accounting for repurchase agreements (repos) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity by amending the criteria for determining effective control of collateral.  The guidance is effective for fiscal quarters and years beginning on or after December 15, 2011 (January 1, 2012 for the Company).  Early adoption is not permitted.  The adoption of FASB ASU 2011-03 is not expected to have a material effect on the Company’s financial condition or results of operations.

FASB Accounting Standards Update (ASU) 2011-04 “Fair Value Measurement” (Topic 820), issued on May 12, 2011, concerns the establishment of a global standard for applying fair value measurement and clarifies three points in topic 820.  First, only non-financial assets should be valued via a determination of their best use.  Second, an instrument in shareholder’s equity should be measured from the perspective of an investor or trader who owns that instrument.  Third, data will need to be provided and methods disclosed for assets valued in level 3 of the fair value hierarchy. The guidance is effective for fiscal quarters and years beginning on or after December 15, 2011 (January 1, 2012 for the Company).  Early adoption is not permitted.  The adoption of FASB ASU 2011-04 is not expected to have a material effect on the Company’s financial condition or results of operations.

FASB Accounting Standards Update (ASU) 2011-05 “Comprehensive Income” (Topic 220), issued on June 16, 2011, concerns the presentation of comprehensive income in financial statements.  An entity has the option to present the total comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The guidance is effective for fiscal quarters and years beginning on or after December 15, 2011 (January 1, 2012 for the Company).  Early adoption is permitted.  The adoption of FASB ASU 2011-05 is not expected to have a material effect on the Company’s financial condition or results of operations.

11

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Note 7: Securities

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Approximate Fair Value
	(In thousands)
Available-for-sale Securities:
June 30, 2011:
U.S. government agencies	$	1,818	$	82	$	1	$	1,899
Mortgage-backed securities of government sponsored entities		104,174		3,216		15		107,375
Private-label collateralized mortgage obligations		2,122		67		-		2,189
State and political subdivisions		23,600		675		86		24,189
Totals	$	131,714	$	4,040	$	102	$	135,652
March 31, 2011:
U.S. government agencies	$	1,938	$	71	$	1	$	2,008
Mortgage-backed securities of government sponsored entities		99,779		2,597		118		102,258
Private-label collateralized mortgage obligations		2,282		56		—		2,338
State and political subdivisions		25,330		350		328		25,352
Totals	$	129,329	$	3,074	$	447	$	131,956

12

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Approximate Fair Value
	(In thousands)
Held-to-maturity Securities:
June 30, 2011:
U.S. government agencies	$	150	$	––	$	1	$	149
Mortgage-backed securities of government sponsored entities		409		15		––		424
State and political subdivisions		14		1		––		15
	$	573	$	16	$	1	$	588
March 31, 2011:
U.S. government agencies	$	153	$	––	$	1	$	152
Mortgage-backed securities of government sponsored entities		417		12		––		429
State and political subdivisions		21		1		––		22
	$	591	$	13	$	1	$	603

13

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Amortized cost and fair value of available-for-sale securities and held-to-maturity securities at June 30, 2011 by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available-for-sale				Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Within one year	$	764	$	791	$	14	$	15
One to five years		2,125		2,192		—		—
Five to ten years		7,479		7,775		––		––
After ten years		15,050		15,330		150		149
		25,418		26,088		164		164
Mortgage-backed securities of government sponsored entities		104,174		107,375		409		424
Private-label collateralized mortgage obligations		2,122		2,189		—		—
Totals	$	131,714	$	135,652	$	573	$	588

The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $52.8 million and $55.7 million at June 30, 2011 and March 31, 2011, respectively.

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost.  The total fair value of these investments at June 30, 2011 and March 31, 2011, was $9.2 million and $28.6 million, which represented approximately 7% and 22%, respectively, of the Company’s aggregate available-for-sale and held-to-maturity investment portfolio.  These declines resulted primarily from changes in market interest rates.

Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these government agency, mortgage-backed and state and political subdivision securities are temporary at June 30, 2011.

Should the impairment of any of these government agency, mortgage-backed and state and political subdivision securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.  The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

14

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2011
	Less than 12 Months				12 Months or More				Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
(In thousands)
U.S. government agencies	$	—	$	—	$	324	$	2	$	324	$	2
Mortgage-backed securities of government sponsored entities		3,716		15		—		—		3,716		15
State and political subdivisions		4,426		64		762		22		5,188		86
Total temporarily impaired securities	$	8,142	$	79	$	1,086	$	24	$	9,228	$	103

March 31, 2011
	Less than 12 Months				12 Months or More				Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
(In thousands)
U.S. government agencies	$	—	$	—	$	329	$	2	$	329	$	2
Mortgage-backed securities of government sponsored entities		17,150		118		—		—		17,150		118
State and political subdivisions		10,403		304		761		24		11,164		328
Total temporarily impaired securities	$	27,553	$	422	$	1,090	$	26	$	28,643	$	448

15

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Note 8: Fair Value Measurements

The Company accounts for fair value measurements in accordance with FASB ASC 820-10.  FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

FASB ASC 820-10 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.  FASB ASC 820-10 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

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the Company’s balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  If quoted market prices are not available, then fair values are estimated by using pricing models that contain market pricing and information, quoted prices of securities with similar characteristics or discounted cash flows that use credit adjusted discount rates.  Level 2 securities include U.S. Government agencies, mortgage-backed securities, certain collateralized mortgage obligations and certain municipal securities.  In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include other less liquid securities.

16

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the FASB ASC 820-10 fair value hierarchy in which the fair value measurements fall at June 30, 2011 and March 31, 2011:

			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)
	(In thousands)
June 30, 2011
U.S. government agencies	$	1,899	$	––	$	1,899	$	––
Mortgage-backed securities of government sponsored entities		107,375		––		107,375		––
Private-label collateralized mortgage obligations		2,189		—		2,189		—
State and political subdivisions		24,189		––		24,189		––
March 31, 2011
U.S. government agencies	$	2,008	$	––	$	2,008	$	––
Mortgage-backed securities of government sponsored entities		102,258		––		102,258		––
Private-label collateralized mortgage obligations		2,338		—		2,338		—
State and political subdivisions		25,352		––		25,352		––

17

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the Company’s balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Impaired Loans (Collateral Dependent)

Impaired loans consisted primarily of loans secured by nonresidential real estate and secured commercial loans.  Management has determined fair value measurements on impaired loans primarily through evaluation of appraisals performed.

Foreclosed Assets Held for Sale

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value (based on current appraised value) at the date of foreclosure, establishing a new cost basis.  Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell.  Management has determined fair value measurements on other real estate owned primarily through evaluations of appraisals performed, and current and past offers for the other real estate under evaluation.

The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the FASB ASC 820-10 fair value hierarchy in which the fair value measurements fall at June 30, 2011 and March 31, 2011.

			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)
	(In thousands)
June 30, 2011
Impaired loans	$	1,166	$	––	$	––	$	1,166
Foreclosed assets		1,832		––		––		1,832
March 31, 2011
Impaired loans	$	4,766	$	––	$	––	$	4,766
Foreclosed assets		1,710		––		––		1,710

18

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents estimated fair values of the Company’s financial instruments.  The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties.  Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.  Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

	June 30, 2011				March 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Financial assets
Cash and cash equivalents	$	13,721	$	13,721	$	8,271	$	8,271
Available-for-sale securities		135,652		135,652		131,956		131,956
Held-to-maturity securities		573		588		591		603
Loans, net of allowance for loan losses		235,126		240,350		239,993		244,500
Federal Home Loan Bank stock		5,025		5,025		5,025		5,025
Interest receivable		1,369		1,369		1,647		1,647
Financial liabilities
Deposits		327,813		323,751		320,072		313,888
Other short-term borrowings		5,959		5,959		6,373		6,373
Federal Home Loan Bank advances		35,037		36,057		39,507		40,215
Advances from borrowers for taxes and insurance		112		112		559		559
Interest payable		111		111		123		123

The following methods and assumptions were used to estimate the fair value of each class of financial instruments.

Cash and Cash Equivalents, Interest Receivable and Federal Home Loan Bank Stock

The carrying amount approximates fair value.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  Loans with similar characteristics were aggregated for purposes of the calculations.

19

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Held-to-maturity securities

The fair value of held-to-maturity securities was estimated by using pricing models that contain market pricing and information, quoted prices of securities with similar characteristics or discounted cash flows that use credit adjusted discount rates.

Deposits

Deposits include savings accounts, checking accounts and certain money market deposits.  The carrying amount approximates fair value.  The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Interest Payable, Other Short-Term Borrowings and Advances From Borrowers for Taxes and Insurance

The carrying amount approximates fair value.

Federal Home Loan Bank Advances

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

Commitments to Originate Loans, Letters of Credit and Lines of Credit

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.  For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.  Fair values of commitments were not material at June 30, 2011 and March 31, 2011.

20

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

Note 9: Credit Quality of Loans and the Allowance for Loan Losses

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of June 30, 2011 and March 31, 2011:

June 30, 2011	One-to-four family residential			All other mortgage loans			Commercial business loans		Consumer  loans		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Balance, beginning of year	$	1,073		$	1,967		$	158	$	5	$	—	$	3,203
Provision charged to expense		55			(127	)		137		5		—		70
Losses charged off		(53	)		—			—		—		—		(53	)
Recoveries		1			—			—		—		—		1
Balance, end of year	$	1,076		$	1,840		$	295	$	10	$		$	3,221
Ending balance:  individually evaluated for impairment	$	134		$	1,114		$	162	$	—	$	—	$	1,410
Ending balance:  collectively evaluated for impairment	$	942		$	726		$	133	$	10	$	—	$	1,811
Loans:
Ending balance	$	157,952		$	68,947		$	9,659	$	2,456			$	239,014
Ending balance:  individually evaluated for impairment	$	3,156		$	7,077		$	203	$	—			$	10,436
Ending balance:  collectively evaluated for impairment	$	154,796		$	61,870		$	9,456	$	2,456			$	228,578

March 31, 2011	One-to-four family residential			All other mortgage loans			Commercial business loans			Consumer loans			Unallocated		Total
	(In thousands)
Allowance for loan losses:
Balance, beginning of year	$	1,140		$	1,469		$	209		$	8		$	—	$	2,826
Provision charged to expense		37			488			30	��		(3	)		—		552
Losses charged off		(112	)		(5	)		(81	)		(1	)				(199	)
Recoveries		8			15			—			1			—		24
Balance, end of year	$	1,073		$	1,967		$	158		$	5		$	—	$	3,203
Ending balance:  individually evaluated for impairment	$	149		$	1,158		$	59		$	—		$	—	$	1,366
Ending balance:  collectively evaluated for impairment	$	924		$	809		$	99		$	5		$	—	$	1,837
Loans:
Ending balance	$	162,435		$	70,976		$	8,204		$	2,414				$	244,029
Ending balance:  individually evaluated for impairment	$	3,183		$	6,017		$	123		$	—				$	9,323
Ending balance:  collectively evaluated for impairment	$	159,252		$	64,959		$	8,081		$	2,414				$	234,706

Total loans in above tables do not include deferred loan origination fees of $402,000 and $420,000 or loans in process of $265,000 and $413,000 for June 30, 2011 and March 31, 2011, respectively.

21

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

The following tables present the credit risk profile of the Bank’s loan portfolio based on rating category and payment activity as of June 30, 2011 and March 31, 2011:

June 30, 2011	One-to-four  family residential		All other mortgage loans		Commercial business loans		Consumer loans
	(In thousands)
Rating *
Pass (Risk 1-4)	$	152,848	$	59,273	$	9,326	$	2,452
Special Mention (Risk 5)		125		2,597		130		—
Substandard (Risk 6)		4,979		7,077		203		4
Total	$	157,952	$	68,947	$	9,659	$	2,456

March 31, 2011	One-to-four  family residential		All other mortgage loans		Commercial  business loans		Consumer loans
	(In thousands)
Rating *
Pass (Risk 1-4)	$	156,866	$	58,341	$	7,917	$	2,391
Special Mention (Risk 5)		834		6,601		164		—
Substandard (Risk 6)		4,735		6,034		123		23
Total	$	162,435	$	70,976	$	8,204	$	2,414

* Ratings are generally assigned to consumer and residential mortgage loans on a “pass” or “fail” basis, where “fail” results in a substandard classification.  Commercial loans, both secured by real estate or other assets or unsecured are analyzed in accordance with an analytical matrix codified in the Bank’s loan policy that produces a risk rating as described below.

Risk 1 is unquestioned credit quality for any credit product.  Loans are secured by cash and near cash collateral with immediate access to proceeds.

Risk 2 is very low risk with strong credit and repayment sources.  Borrower is well capitalized in a stable industry, financial ratios exceed peers and financial trends are positive.

Risk 3 is very favorable risk with highly adequate credit strength and repayment sources.  Borrower has good overall financial condition and adequate capitalization.

Risk 4 is acceptable, average risk with adequate credit strength and repayment sources.  Collateral positions must be within Bank policies.

Risk 5 or “Special Mention,” also known as “watch,” has potential weakness that deserves Management’s close attention.  This risk includes loans where the borrower has developed financial uncertainties or are resolving them.  Bank credits have been secured or negotiations will be ongoing to secure further collateral.

Risk 6 or “Substandard” loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged.  This risk category contains loans that exhibit a weakening of the borrower’s credit strength with limited credit access and all non-performing loans.

22

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

The following tables present the Bank’s loan portfolio aging analysis for June 30, 2011 and  March 31, 2011:

June 30, 2011	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days & Accruing
	(In thousands)
One-to-four family residential loans	$	288	$	157	$	814	$	1,259	$	156,693	$	157,952	$	—
All other mortgage loans		637		342		1,384		2,363		66,584		68,947		—
Commercial business loans		64		—		—		64		9,595		9,659		—
Consumer loans		11		—		16		27		2,429		2,456		—
Total	$	1,000	$	499	$	2,214	$	3,713	$	235,301	$	239,014	$	—

March 31, 2011	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90Days		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days & Accruing
	(In thousands)
One-to-four family residential loans	$	1,306	$	113	$	1,782	$	3,201	$	159,234	$	162,435	$	—
All other mortgage loans		888		—		1,386		2,274		68,702		70,976		—
Commercial business loans		—		90		—		90		8,114		8,204		—
Consumer loans		—		—		20		20		2,394		2,414		—
Total	$	2,194	$	203	$	3,188	$	5,585	$	238,444	$	244,029	$	—

Non-accrual loans were comprised of the following at:

	June 30, 2011		March 31, 2011
	Nonaccrual		Nonaccrual
	(In thousands)		(In thousands)
One-to-four family residential loans	$	1,829	$	2,739
All other mortgage loans		2,672		2,362
Commercial business loans		203		33
Consumer loans		—		23
Total	$	4,704	$	5,157

23

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.  Information with respect to the Company’s impaired loans at June 30, 2011 and March 31, 2011 is presented below:

June 30, 2011	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized
Loans without a specific valuation allowance
One-to-four family residential loans	$	2,886	$	2,886	$	—	$	2,603	$	28
All other mortgage loans		2,066		2,066		—		1,493		5
Loans with a specific valuation allowance
One-to-four family residential loans		270		270		134		567		5
All other mortgage loans		5,011		5,011		1,114		5,055		49
Commercial business loans		203		203		161		163		—
Total:
One-to-four family residential loans	$	3,156	$	3,156	$	134	$	3,170	$	33
All other mortgage loans		7,077		7,077		1,114		6,548		54
Commercial business loans		203		203		161		163		—
	$	10,436	$	10,436	$	1,409	$	9,085	$	87

24

Wayne Savings Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2011	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized
Loans without a specific valuation allowance
One-to-four family residential loans	$	2,319	$	2,319	$	—	$	1,781	$	91
All other mortgage loans		919		919		—		839		38
Loans with a specific valuation allowance
One-to-four family residential loans		863		863		149		505		7
All other mortgage loans		5,099		5,099		1,158		3,503		128
Commercial business loans		123		123		59		131		6
Total:
One-to-four family residential loans	$	3,182	$	3,182	$	149	$	2,286	$	98
All other mortgage loans		6,018		6,018		1,158		4,342		166
Commercial business loans		123		123		59		131		6
	$	9,323	$	9,323	$	1,366	$	6,759	$	270

25

Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Discussion of Financial Condition Changes from March 31, 2011 to June 30, 2011

At June 30, 2011, the Company had total assets of $411.7 million, an increase of $4.0 million, or 1.0%, over total assets at March 31, 2011.

Liquid assets, consisting of cash, interest-bearing demand deposits and available-for-sale securities, increased by $9.1 million, or 6.5%, to $149.4 million at June 30, 2011.  The increase was primarily due to an increase of $6.4 million in cash and due from banks and an increase in available-for-sale securities of $3.7 million, or 2.8%.  These increases were in turn due to regular payments and “prepayments” on loans that reduced the loan portfolio and an increase in deposit balances due to customer preferences for insured deposit accounts over other investment alternatives.  Increased payments on loans, also known as “prepayments,” occur in low interest rate environments where borrowers can exercise an option to refinance existing loans either with or without a prepayment penalty.  Similarly, low interest rates induce depositors to select liquid types of accounts over time deposits and other investment alternatives.

Total securities increased by $3.7 million, or 2.8%, during the three month period ended June 30, 2011.  The increase was primarily due to purchases of $11.7 million and an increase in the fair value of available-for-sale investment securities of $1.3 million, partially offset by maturities and principal repayments of $9.0 million.  Purchases were mainly funded by proceeds from principal payments received from the loan and securities portfolios and an increase in deposit balances as more fully described above.

Net loans receivable decreased by $4.9 million, or 2.0% at June 30, 2011 compared to March 31, 2011.  The Bank originated $8.8 million of loans, received payments of $13.7 million and originated and sold $420,000 of 30-year fixed-rate mortgage loans into the secondary market.The low interest rate environment has induced a number of residential and commercial borrowers to refinance existing loans, which increases loan repayment activity, while the continuing difficult economic environment continues to limit the demand for new loans by credit worthy borrowers.  As part of an overall strategy to manage liquidity and interest rate risk, management has executed a strategy of immediately selling certain newly originated 30-year fixed-rate mortgage loans into the secondary market to limit the accumulation of interest rate risk on the balance sheet and to keep the secondary market channel open as a backup source of liquidity.  Similarly, in order to further limit the accumulation of interest rate risk on the balance sheet, the Company focuses on the origination of shorter-term and adjustable-rate secured commercial loans and limits the origination and retention of long term fixed-rate residential mortgages.  To the extent that loan demand is insufficient in the current period, investments in the securities portfolio are made to provide future cash flows to fund loan demand in future periods while also limiting the interest rate risk exposure of the Company.

26

Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

	June 30, 2011				March 31, 2011
	(Dollars in thousands)
Mortgage loans:
One-to-four family residential(1)	$	157,902	66.06	%	$	162,435	66.57	%
Residential construction loans		50	0.02			160	0.07
Multi-family residential		8,744	3.66			8,308	3.40
Non-residential real estate/land(2)		60,203	25.19			62,508	25.61
Total mortgage loans		226,899	94.93			233,411	95.65
Other loans:
Consumer loans(3)		2,456	1.03			2,414	0.99
Commercial business loans		9,659	4.04			8,204	3.36
Total other loans		12,115	5.07			10,618	4.35
Total loans before net items		239,014	100.00	%		244,029	100.00	%
Less:
Loans in process		265				413
Deferred loan origination fees		402				420
Allowance for loan losses		3,221				3,203
Total loans receivable, net	$	235,126			$	239,993

_______________________________

(1) Includes loans collateralized by second mortgages in the aggregate amount of $15.9 million at June 30, 2011, and $15.8 million at March 31, 2011.  Such loans have been underwritten on substantially the same basis as the Company’s first mortgage loans.

(2) Includes land loans of $2.8 million for both June 30, 2011 and  March 31, 2011.

(3) Includes second mortgage loans of $1.1 million and $988,000 for June 30, 2011 and  March 31, 2011, respectively.

Non-performing loans amounted to $4.7 million at June 30, 2011 compared to $5.2 million at March 31, 2011.  At June 30, 2011, non-performing loans consisted primarily of residential mortgage loans of approximately $1.8 million, nonresidential property loans with a balance of $2.6 million and $222,000 combined commercial business and consumer loans compared to $2.7 million in residential loans, $2.4 million  in nonresidential property loans and $56,000 combined commercial business and consumer loans at March 31, 2011.

Foreclosed assets held for sale amounted to $2.2 million at both June 30, 2011 and March 31, 2011.  Activity during the quarter consisted of six acquisitions totaling $341,000 and the capitalization of improvements totaling $64,000, offset by write downs (provisions for impairment on foreclosed assets held for sale) totaling $287,000 and sales of $98,000.  These write downs are reflected in the carrying values of foreclosed assets at the end of each period.  Despite the difficult real property markets in the Company’s market area, transactions continue to be executed.  Management has been actively working to maximize current net proceeds compared to estimates of expected future carrying costs and potential future values.  Total non-performing and impaired assets amounted to $12.7 million at June 30, 2011, compared to $13.2 million at March 31, 2011.

27

Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Deposits totaled $327.8 million at June 30, 2011, an increase of $7.7 million, or 2.4%, over $320.1 million at March 31, 2011.  All categories of deposits increased as demand accounts increased by $5.9 million, time deposits increased by $1.2 million and savings and money market accounts increased by $599,000.  Management continued to exercise discipline during the period with regard to the pricing of retail certificates, keeping rates close to market benchmarks.  Given the uncertain status of the economy in general, customers are choosing to increase their liquidity and keep their funds in secure products offered by the Bank.

Other short-term borrowings, in the form of recurring repurchase agreements with commercial customers of the Bank, declined $414,000 over the quarter to a balance of $6.0 million.  These customer repurchase agreements are offered by the Bank in order to retain customer funds and to afford commercial customers the opportunity to earn a return on a short term secured transaction.  Average balances are shown in the tables below and reflect no significant variation during the periods.  The interest rate paid on these borrowings was 0.30% for both  June 30, 2011 and March 31, 2011.

Advances from the Federal Home Loan Bank of Cincinnati (“FHLB”) totaled $35.0 million at June 30, 2011, and $39.5 million at March 31, 2011.  The Company primarily uses advances from the FHLB for short term cash management purposes and to extend liability duration for interest rate risk management purposes.  Repricing risk associated with advances is mitigated through the laddering of advance maturities over time.  The weighted average cost of FHLB advances was 3.13% at June 30, 2011, compared to 3.15% at March 31, 2011.

Stockholders’ equity increased by $1.2 million, or 3.2%, during the three months ended June 30, 2011, mainly due to the addition of accumulated other comprehensive income of $864,000 and net income of $515,000, partially offset by declared dividends of $176,000.

Comparison of Operating Results for the Three Month Periods Ended June 30, 2011 and 2010

General

Net income for the three months ended June 30, 2011 totaled $515,000, a decrease of $128,000, or 19.9%, compared to $643,000 for the three month period ended June 30, 2010.  The decrease in net income was primarily due to an increase of $241,000 in provision for impairment on foreclosed assets held for sale and a decrease in the gain on sale of loans of $49,000 partially offset by a decrease of $120,000 in provision for loan losses and a $54,000 decrease in tax expense.

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Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Average Balance Sheet

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.

	For the three months ended June 30,
	2011							2010
	Average Balance		Interest		Average Rate			Average Balance		Interest		Average Rate
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, net(1)	$	238,152	$	3,137		5.27	%	$	245,542	$	3,434		5.59	%
Investment securities(2)		133,338		1,177		3.53			123,996		1,216		3.92
Interest-earning deposits(3)		14,150		58		1.64			13,346		57		1.71
Total interest-earning assets		385,640		4,372		4.53			382,884		4,707		4.92
Noninterest-earning assets		24,232							25,297
Total assets	$	409,872						$	408,181
Interest-bearing liabilities:
Deposits	$	324,192	$	792		0.98	%	$	314,571	$	1,012		1.29	%
Other short-term borrowings		5,993		5		0.33			7,266		7		0.39
Borrowings		36,860		293		3.18			44,588		416		3.73
Total interest-bearing liabilities		367,045		1,090		1.19			366,425		1,435		1.57
Noninterest bearing  liabilities		3,588							4,156
Total liabilities		370,633							370,581
Stockholders’ equity		39,239							37,600
Total liabilities and stockholders’ equity	$	409,872						$	408,181
Net interest income			$	3,282						$	3,272
Interest rate spread(4)						3.34	%						3.35	%
Net yield on interest-earning assets(5)						3.40	%						3.42	%
Ratio of average interest-earning assets to average  interest-bearing liabilities						105.07	%						104.49	%

__________________________________________

(1) Includes non-accrual loan balances.

(2) Includes mortgage-backed securities both designated as available-for-sale and held-to-maturity.

(3)  Includes interest-bearing deposits in other financial institutions.

(4)  Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(5)  Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets.

Interest Income

Interest income decreased by $335,000 or 7.1%, to $4.4 million for the three months ended June 30, 2011, compared to the same period in 2010.  The decrease was due to a decline in the weighted-average yield on

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Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

interest-earning assets to 4.53% in the 2011 period from 4.92% for the 2010 period, partially offset by an increase of $2.8 million in the average balance of interest-earning assets outstanding to $385.6 million for the 2011 period compared to an average balance of $382.9 million for the 2010 period.The yield decrease was primarily due to the cumulative effect of interest-earning assets repricing to lower current market rates from the 2010 period to the 2011 period through resets on adjustable rate loans and securities, prepayments, lower rates on new loan originations and reinvestment of securities cashflows at lower market yields.

Interest income on loans decreased by $297,000, or 8.7%, for the three month period ended June 30, 2011, compared to the same period in 2010, due to a reduction in the portfolio yield coupled with a decrease in the average balance of loans outstanding.  The yield on the loan portfolio decreased from 5.59% for the three months ended June 30, 2010 to 5.27% for the three months ended June 30, 2011, again due to reduced origination yields and the amortization, prepayment and repricing of higher yielding assets due to the low level of market interest rates.  The average balance of loans outstanding decreased $7.4 million, or 3.0%, to $238.2 million for the 2011 period compared to $245.5 million for the 2010 period.  Loan prepayments have increased due to the low interest rate environment and loan originations have decreased due to lack of demand from qualified borrowers resulting from the continued difficult economic conditions in 2011.

Interest income on securities decreased by $39,000, or 3.2%, during the three months ended June 30, 2011, compared to the same period in 2010.  This decrease was due primarily to a decrease of 39 basis points in the weighted-average rate to 3.53% for the 2011 period, compared to 3.92% for the 2010 period, partially offset by an increase in the average balance of $9.3 million, or 7.5%.  As discussed earlier, maturing securities cash flows are being reinvested at significantly lower market rates, and the duration of purchased securities is being shortened to mitigate the interest rate risk associated with a possible future increase in the level of market interest rates and to provide portfolio cash flows to fund future loan demand.

Dividends on Federal Home Loan Bank stock and other income increased by $1,000 to $58,000 for the three month period ended June 30, 2011 compared to the 2010 period.   The increase can be attributed to the increased average balance of $804,000 to $14.2 million.  A partial offset was due to the decrease in the weighted-average yield of 7 basis points to 1.64% as a result of reductions in short term market interest rates.

Interest Expense

Interest expense totaled $1.1 million for the three month period ended June 30, 2011, a decrease of $345,000, or 24.0%, compared to $1.4 million for the three month period ended June 30, 2010.  The decrease was mainly due to a 38 basis point decrease in the weighted-average cost of funds to 1.19% for the 2011 period compared to 1.57% the previous year, partially offset by an increase in the average balance of total interest-bearing liabilities of $620,000 for the 2011 period compared to the 2010 period.

Interest expense on deposits totaled $792,000, a decrease of $220,000, or 21.7%, compared to $1.0 million for the same period in the previous year.  The decrease was mainly due to a 31 basis point decrease in the weighted-average cost of deposits, to 0.98% for the 2011 period compared to 1.29% for the 2010 period, partially offset by an increase in the average balance of $9.6 million, or 3.1%, to $324.2 million for the period ending June 30, 2011.  The decrease in interest expense is slowing as rates paid on deposit products reach floors established by local market competitors and overall market conditions.

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Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Interest expense on other short-term borrowings totaled $5,000 for the three month period ended June 30, 2011, a $2,000 decrease over the same period in the previous year.  The weighted-average cost decreased 6 basis points to 0.33% and the average balance decreased $1.3 million, or 17.5%

Interest expense on Federal Home Loan Bank advances totaled $293,000 for the three month period ended June 30, 2011, a decrease of $123,000 compared to the expense of $416,000 for the 2010 period.  The decrease was mainly due to a decline in the weighted-average cost of 55 basis points to 3.18%, and a decrease of $7.7 million, or 17.3%, in the average balance of advances outstanding.  The decrease in the rate paid is mainly due to decreases in market interest rates as maturing advances have either been paid off or refinanced at lower rates.  During December 2010, the Bank modified $8.5 million of FHLB advances to reduce the carrying cost and extend the maturity dates of those advances to take advantage of the current low interest rate environment.  Management will continue to reserve FHLB borrowing capacity as a possible substitute for higher cost retail deposits and as a means of extending liability duration to manage interest rate risk on the balance sheet.

Net Interest Income

Net interest income totaled $3.3 million for the three month period ended June 30, 2011, which remained relatively unchanged from the previous year’s three month period ended June 30, 2010.  The interest rate spread decreased only 1 basis point to 3.34% period over period.  Similarly, the net interest margin decreased 2 basis points to 3.40% for the three month period ended June 30, 2011.  The relatively equivalent rates can be attributed to management’s close monitoring of borrowings and pricing of existing products.  The cost of funds was managed in a manner that would allow the Bank to compete with existing market interest rates on interest earning assets.

Provision for Loan Losses

Management recorded a $70,000 provision for loan losses for the three month period ended June 30, 2011, a decrease of $120,000 compared to the $190,000 provision for the three month period ended June 30, 2010.  The decrease was mainly due to lower average loan balances and an improvement in underlying economic factors. The provision for loan losses is based on management’s assessment of portfolio performance indicators, including the levels and trends in delinquent loans, non-performing loans and charge-offs, and economic conditions in the Company’s market area, characterized by continuing high levels of unemployment and foreclosure activity, although these ratios trended lower in 2011 compared to 2010, partially offset by a decrease in the size of the loan portfolio.  To the best of management’s knowledge, all known and inherent losses that are probable and which can be reasonably estimated have been recorded as of June 30, 2011.

Noninterest Income

Noninterest income, consisting of service fees and charges on deposit accounts, earnings on bank-owned life insurance, trust income, gain on sale of foreclosed assets and gain on the sale of loans decreased by

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Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

$51,000, or 10.4%, for the three month period ended June 30, 2011, compared to the three month period ended June 30, 2010.  The decrease was due primarily to a decrease in the gain on sale of loans of $49,000, the absence of a gain on the sale of real estate acquired through foreclosure which totaled $14,000 for the same period in the previous year and a reduction in service fees, charges and other operating income of $11,000.  Trust income partially offset the above decreases with a $24,000 increase during the first quarter.

The decrease in service fees on deposit accounts was due to a decrease in overdraft and monthly statement fees as customers managed their deposit accounts to avoid such fees and the effect of an overall reduction in the level of economic activity in the Company’s market area.

Noninterest Expense

Noninterest expense increased by $261,000, or 9.5%, to $3.0 million for the three months ended June 30, 2011, compared to $2.7 million for the three months ended June 30, 2010.  The increase was primarily due to a $241,000 increase in provision for impairment on foreclosed assets held for sale, of which $187,000 was related to a single commercial real estate property, and an increase of $45,000 in salaries and employee benefits.  The large increase in the provision for impairment on foreclosed assets is related to the continued evaluation and appraisal of foreclosed property held by the Bank.  Federal deposit insurance premiums decreased by $37,000 due to lower assessment rates for the 2011 period compared to the 2010 period.

Federal Income Taxes

Federal income tax expense was $136,000 for the three month period ended June 30, 2011, a decrease of $54,000, or 28.4%, compared to the three month period ended June 30, 2010.  The decrease was primarily due to a $182,000 decrease in pretax income resulting from the factors discussed above.  The effective tax rate was 20.9% for the 2011 period compared to 22.8% for the 2010 period.  The decrease in the effective tax rate was mainly due to a slight increase in the proportion of tax exempt income generated by municipal securities and bank owned life insurance.

Forward-Looking Statements

This document contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions.  These forward-looking statements include:  statements of goals, intentions and expectations, statements regarding prospects and business strategy, statements regarding asset quality and market risk, and estimates of future costs, benefits and results.

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Wayne Savings Bancshares, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following:  (1) general economic conditions, (2) competitive pressure among financial services companies, (3) changes in interest rates, (4) deposit flows, (5) loan demand, (6) changes in legislation or regulation, (7) changes in accounting principles, policies and guidelines, (8) litigation liabilities, including costs, expenses, settlements and judgments, and (9) other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.  We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any unanticipated events or any changes in the future.

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Wayne Savings Bancshares, Inc.

 Part I

ITEM 3                 Quantitative and Qualitative Disclosures About Market Risk

Management believes there has been no material change in the Company’s market risk since the Company’s Form 10-K filed with the Securities and Exchange Commission for the year ended March 31, 2011.

ITEM 4T               Controls and Procedures

(a)           Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company (or our consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

(b)           Changes in internal controls.

There has been no change made in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Wayne Savings Bancshares, Inc.

PART II

ITEM 1.	Legal Proceedings
	Not applicable.
ITEM 1A.	Risk Factors
	There have been no material changes in the risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
ITEM 3.	Defaults Upon Senior Securities
	Not applicable.
ITEM 4.	Reserved
	Not applicable.
ITEM 5.	Other Information
	Not applicable.

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Wayne Savings Bancshares, Inc.

PART II

ITEM 6.                  Exhibits

EX-31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
EX-31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
EX-32	Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

36

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:	August 8, 2011	By:	/s/Rod C. Steiger
			Rod C. Steiger
			President and Chief Executive Officer
Date:	August 8, 2011	By:	/s/Myron Swartzentruber
			Myron Swartzentruber
			Senior Vice President and
			Chief Financial Officer

37