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, 2004
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 Accountants...................3
Financial Statements
Statements of Net Assets Available for Benefits..................4
Statements 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)...10
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Trustees
Wayne Savings 401(k) Retirement Plan
We have audited the accompanying statements of net assets
available for benefits of Wayne Savings 401(k) Retirement Plan
(the Plan) as of December 31, 2004 and 2003, and the related
statement of changes in net assets available for benefits for the
year ended December 31, 2004. 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Plan is not required to have,
nor were we engaged to perform an audit of internal control over
financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such opinion.
An audit also includes 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, as well as 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 the Plan as of December 31, 2004 and
2003, and the changes in net assets available for benefits for
the year ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes is
presented for purposes of additional analysis and is not a
required part of the basic financial statements, but is
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. This
supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/GRANT THORNTON LLP
Cincinnati, Ohio
June 9, 2005
3
Wayne Savings 401(k) Retirement Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 and 2003
ASSETS 2004 2003
Investments at fair value (Note C) $1,299,483 $1,031,627
Participant loans 6,722 9,063
Cash -- 3,942
--------- ---------
1,306,205 1,044,632
Receivables:
Employer contributions -- 3,488
Accrued income 4,335 --
--------- ---------
Total assets 1,310,540 1,048,120
LIABILITIES
Benefits payable - corrective distributions -- 6,556
--------- ---------
Net assets available for benefits $1,310,540 $1,041,564
========= =========
The accompanying notes are an integral part of these statements.
4
Wayne Savings 401(k) Retirement Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 2004
Additions to net assets attributed to:
Participant contributions $ 183,339
Employer contributions 120,266
Interest and dividends on investments 41,770
Net depreciation on investment securities (Note C) (50,179)
Realized loss on sale of securities (659)
---------
Total additions 294,537
Deductions from net assets attributed to:
Benefits paid to participants 22,485
Administrative fees 3,076
---------
Total deductions 25,561
Increase in net assets available for benefits 268,976
Net assets available for benefits:
Beginning of year 1,041,564
---------
End of year $ 1,310,540
=========
The accompanying notes are an integral part of these statements.
5
Wayne Savings 401(k) Retirement Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
NOTE A - DESCRIPTION OF PLAN
The following description of the Wayne Savings 401(k)
Retirement Plan ("Plan") provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
1. General
-------
The Plan is a defined contribution plan covering all employees
of Wayne Savings Community Bank (the "Company") who have one
year of service with a minimum of 1,000 hours worked and have
attained age 21. It was established for the purpose of
providing retirement and profit sharing benefits to all
eligible employees of the Company. Effective January 1, 2004,
the Plan was amended to a "safe harbor" plan and on March 1,
2004 the Plan transferred recordkeeping and trustee
responsibilities to the Huntington National Bank. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
2. Contributions
-------------
Each year, participants may contribute up to 50% of pretax
annual compensation, as defined in the Plan, subject to an
overall $13,000 limitation in 2004. Participants may also
contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans.
Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan
currently offers mutual funds, common/collective trust funds
and stock of Wayne Savings Bancshares, Inc. as investment
options for participants. The 401(k) matching Company
contribution is invested as directed by the participants.
Additional profit sharing amounts may be contributed at the
option of the Company's management and are invested in a
portfolio of investments as directed by the participants.
Contributions are subject to certain limitations.
The Company contributes on behalf of the participants a
matching contribution of 100% of the first 3% of base
compensation that a participant contributes to the Plan and 50%
of the next 4%, thereby providing for a match of 5% on the
first 7% of an employee's contribution.
3. Participant Accounts
--------------------
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution,
(b) Plan earnings and (c) nonvested forfeitures. Allocations
are based on each participant's account at the end of the year.
The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
4. Payment of Benefits
-------------------
Upon termination of service due to death, disability or
retirement, a participant may elect to receive a lump-sum
amount equal to the value of the participant's vested interest
in his or her account. Any nonvested amounts are forfeited to
the Plan and used to offset any future employer matching
contributions.
6
Wayne Savings 401(k) Retirement Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2004 and 2003
NOTE A - DESCRIPTION OF PLAN (continued)
5. Vesting
-------
Participants are immediately vested in their own contributions
plus actual earnings thereon. Vesting in the Company's
contribution portion of their accounts is based on years of
continuous service. A participant is 100 percent vested after
six years of credited service, with 20% annual incremental
vesting beginning at the end of year two.
6. Participant Loans
-----------------
Participants may borrow up to 50% of their 401(k)
contributions. The minimum loan amount is $1,000 and the
maximum loan amount is $50,000. Participants may have only two
outstanding loans at anytime. The interest rate is the prime
rate plus 1% and is determined when the participant applies for
the loan. Principal and interest are repaid directly to the
participants account through payroll deduction.
7. Forfeitures
-----------
For the year ended December 31, 2004, there were $4,711 in
unallocated forfeitures. Forfeitures may be used by the Plan
to reduce future employer matching contributions.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
1. Basis of Accounting
-------------------
The financial statements of the Plan are prepared under the
accrual method of accounting.
2. 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
available for plan benefits as of the date of the financial
statement and the reported amounts of changes in net assets
available for plan benefits during the reporting period.
Actual results could differ from those estimates.
3. Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value based on quoted
market prices. Shares of mutual funds are valued at the net
asset value of shares held by the Plan at year-end.
Participant loans are valued at their outstanding balances,
which approximate fair value.
Purchases and sales of securities are recorded on the
settlement date.
4. Payment of Benefits
-------------------
Benefits are recorded when paid.
7
Wayne Savings 401(k) Retirement Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2004 and 2003
NOTE C - INVESTMENTS
The following represents categories of investments that
represent either investments with parties-in-interest or
investments that constitute 5 percent or more of the Plan's net
assets at December 31:
2004 2003
Wayne Unitized Stock Fund* $575,888 $585,512
Huntington Funds - Equity Dividend Reinvestment Fund* 21,048 --
Huntington Funds - Fixed Dividend Reinvestment Fund* 19,696 --
Janus Twenty -- 95,112
MFS Mass Investors Growth -- 52,143
AIM Value Fund -- 61,261
Dreyfus S&P 500 Index Fund 148,705 97,532
Federated Capital Appreciation Fund - Class A 102,402 --
Fidelity Advisor Equity Growth Fund - Class T 205,182 --
* Denotes a party-in-interest
During 2004, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the
year) depreciated in value by $50,838.
NOTE D - PARTY-IN-INTEREST TRANSACTIONS
Participants may invest in stock of Wayne Savings Bancshares,
Inc., the Plan sponsor, and mutual funds of The Huntington
National Bank. These transactions qualify as party-in-interest
transactions.
NOTE E - PLAN TERMINATION
Although it has not expressed any intent 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. In the event of Plan termination, participants will
become 100% vested in their employer contributions.
NOTE F - TAX STATUS
The Internal Revenue Service has determined and informed the
Company by an opinion letter dated November 19, 2001, that the
prototype plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC).
Although the prototype plan has been amended since receiving
the opinion letter, the Plan administrator believes the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
8
Wayne Savings 401(k) Retirement Plan
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2004 and 2003
NOTE G - 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 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
participants' account balances and the amounts reported in the
statement of net assets available for benefits.
9
Wayne Savings 401(k) Retirement Plan
Form 5500 E.I.N. 34-0606020 Plan No. 003
Line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2004
(a) (b) (c) (d)
Description of investment
including maturity date, rate
Identity of issue, borrower, of interest, collateral, par Current
lessor or similar party or maturity value value
* Stock Shares
------
<s> <c> <c> <c>
Wayne Savings Bancshares, Inc. 35,993 $ 575,888
Mutual Funds
* Huntington Money Market Fund IV 10,494 10,494
* Huntington Dividend Capture Fund IV 1,751 20,289
* Huntington Income Equity Fund IV 23 759
* Huntington Short & Intermediate Fixed Income
Fund IV 1,007 19,696
Federated Capital Preservation Fund - Institutional Shares 4,418 44,185
T. Rowe Price High Yield - Advisor 493 3,544
American Balanced Fund - Class R-4 3,622 65,163
Columbia Small Cap Fund - Class A 234 4,362
Dreyfus S&P 500 Index Fund 4,216 148,705
Federated Capital Appreciation Fund - Class A 4,040 102,402
Fidelity Advisor Equity Growth Fund - Class T 4,489 205,182
Fidelity Advisor Mid-Cap Fund - Class T 2,247 56,681
Managers Special Equity Fund 15 1,390
Franklin Templeton Growth Fund 1,778 40,743
---------
Total Mutual Funds 723,595
* Participant Loans At an interest rate of 5.25% 6,722
---------
Total Investments $1,306,205
=========
* Denotes a party-in-interest
10
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 29, 2005 By: /s/ Michael C. Anderson
----------------------------
Michael C. Anderson
Trustee
INDEX TO EXHIBITS
Number Description
------ ----------------------------------------------------
23 Consent of Independent Registered Public Accountants