ASB FINANCIAL CORP /OH
10QSB, 1997-02-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   FORM 10-QSB


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended December 31, 1996


                                       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. 0-25906

                               ASB FINANCIAL CORP.
       _________________________________________________________________
             (Exact name of registrant as specified in its charter)

            OHIO                                       31-1429488
_______________________________                  ______________________
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

503 Chillicothe Street
Portsmouth, Ohio                                  45662
______________________                          __________
(Address of principal                           (Zip Code)
executive office)

Issuers' telephone number, including area code: (614) 354-3177

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 __X__                              No _____

As of February 7, 1997, the latest  practicable  date,  1,721,412  shares of the
registrant's common stock, without par value, were issued and outstanding.


                               Page 1 of 15 pages

<PAGE>


                                      INDEX

                                                                          Page

PART I    -       FINANCIAL INFORMATION

                  Consolidated Statements of Financial Condition            3

                  Consolidated Statements of Earnings                       4
 
                  Consolidated Statements of Cash Flows                     5

                  Notes to Consolidated Financial Statements                7

                  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                               10


PART II   -       OTHER INFORMATION                                        14

SIGNATURES                                                                 15


                                      -2-
<PAGE>
<TABLE>

                               ASB Financial Corp.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                         December 31,       June 30,
         ASSETS                                                             1996              1996
                                                                           ------            ------
<S>                                                                      <C>              <C>      
Cash and due from banks                                                  $     954        $     411
Interest-bearing deposits in other financial institutions                    5,926            3,425
                                                                         ---------        ---------
         Cash and cash equivalents                                           6,880            3,836

Certificates of deposit in other financial institutions                      5,626            6,702
Investment securities available for sale - at market                        16,895           19,284
Mortgage-backed securities available for sale - at market                    9,746           10,728
Loans receivable - net                                                      69,027           68,455
Office premises and equipment - at depreciated cost                            899              940
Real estate acquired through foreclosure - net                                 663              663
Federal Home Loan Bank stock - at cost                                         691              667
Accrued interest receivable on loans                                            71              120
Accrued interest receivable on mortgage-backed securities                       88              110
Accrued interest receivable on investments and interest-
  bearing deposits                                                             396              479
Prepaid expenses and other assets                                              403              586
Prepaid federal income taxes                                                   258             --
Deferred federal income taxes                                                  181              352
                                                                         ---------        ---------

         Total assets                                                    $ 111,824        $ 112,922
                                                                         =========        =========


         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits $                                                                  87,406        $  83,395
Advances from the Federal Home Loan Bank                                     2,399            2,413
Other borrowed money                                                         3,000             --
Advances by borrowers for taxes and insurance                                  134              162
Accrued interest payable                                                        98              115
Other liabilities                                                            1,224            1,219
Accrued federal income taxes                                                  --                  5
                                                                         ---------        ---------
         Total liabilities                                                  94,261           87,309

Shareholders' equity
  Preferred stock, 1,000,000 shares authorized, no par
    value; no shares issued                                                   --               --
  Common stock, 4,000,000 shares authorized, no par
    value; 1,721,412 and 1,713,960 shares issued and outstanding
    at December 31, 1996 and June 30, 1996                                    --               --
  Additional paid-in capital                                                 8,023           16,496
  Retained earnings                                                         10,966           11,173
  Shares acquired by stock benefit plans                                    (1,921)          (2,180)
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                 495              124
                                                                         ---------        ---------
         Total shareholders' equity                                         17,563           25,613
                                                                         ---------        ---------

         Total liabilities and shareholders' equity                      $ 111,824        $ 112,922
                                                                         =========        =========

</TABLE>


                                      -3-
<PAGE>
<TABLE>
                               ASB Financial Corp.

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                        For the six months        For the three months
                                                                        ended December 31,         ended December 31,
                                                                        1996          1995         1996          1995
                                                                       ------        ------       ------        ------
<S>                                                                   <C>           <C>          <C>           <C>    
Interest income
  Loans                                                               $ 2,883       $ 2,688      $ 1,449       $ 1,339
  Mortgage-backed securities                                              356           358          169           189
  Investment securities                                                   789           794          441           383
  Interest-bearing deposits and other                                     185           202           89           105
                                                                      -------       -------      -------       -------
         Total interest income                                          4,213         4,042        2,148         2,016

Interest expense
  Deposits                                                              2,234         2,119        1,123         1,063
  Borrowings                                                               65            11           33             6
                                                                      -------       -------      -------       -------
         Total interest expense                                         2,299         2,130        1,156         1,069
                                                                      -------       -------      -------       -------

         Net interest income                                            1,914         1,912          992           947

Provision for losses on loans                                              22          --           --            --
                                                                      -------       -------      -------       -------

         Net interest income after provision for losses on loans        1,892         1,912          992           947

Other income
  Gain on sale of investment securities                                   105          --            105          --
  Other                                                                   109            73           57            31
                                                                      -------       -------      -------       -------
         Total other income                                               214            73          162            31

General, administrative and other expense
  Employee compensation and benefits                                      698           566          360           263
  Occupancy and equipment                                                  59            59           31            30
  Federal deposit insurance premiums                                      647            94           48            46
  Franchise taxes                                                         121            67           51            33
  Data processing                                                          86            84           43            39
  Other operating                                                         285           240          144           140
                                                                      -------       -------      -------       -------
         Total general, administrative and other expense                1,896         1,110          677           551
                                                                      -------       -------      -------       -------

         Earnings before income taxes                                     210           875          477           427

Federal income taxes
  Current                                                                  94           288          198           147
  Deferred                                                                (21)           12          (34)            3
                                                                      -------       -------      -------       -------
         Total federal income taxes                                        73           300          164           150
                                                                      -------       -------      -------       -------

         NET EARNINGS                                                 $   137       $   575      $   313       $   277
                                                                      =======       =======      =======       =======

         EARNINGS PER SHARE                                           $   .08       $   .36      $   .19       $   .17
                                                                      =======       =======      =======       =======

</TABLE>

                                      -4-
<PAGE>
<TABLE>

                               ASB Financial Corp.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the six months ended December 31,
                                 (In thousands)

                                                                        1996            1995
                                                                       ------          ------
<S>                                                                  <C>            <C>     
Cash flows from operating activities:
  Net earnings for the period                                        $    137       $    575
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of discounts and premiums on loans,
      investments and mortgage-backed securities - net                     47             69
    Amortization of deferred loan origination fees                        (26)           (26)
    Depreciation and amortization                                          41             40
    Amortization of expense related to employee benefit plans             290            211
    Provision for losses on loans                                          22           --
    Gain on sale of investment securities                                (105)          --
    Federal Home Loan Bank stock dividends                                (24)           (22)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                         154            (12)
      Prepaid expenses and other assets                                   183            102
      Accrued interest payable                                            (17)           (28)
      Other liabilities                                                     5            (28)
      Federal income taxes
        Current                                                          (263)           (15)
        Deferred                                                          (21)            12
                                                                     --------       --------
         Net cash provided by operating activities                        423            878

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                       5,949          5,313
  Purchase of investment securities                                    (3,207)        (6,143)
  Proceeds from sale of investment securities                             105           --
  Purchase of mortgage-backed securities                                 --           (1,741)
  Principal repayments on mortgage-backed securities                    1,145          1,129
  Loan principal repayments                                            10,497          7,959
  Loan disbursements                                                  (11,065)       (11,013)
  Purchase of office equipment                                           --              (16)
  Decrease in certificates of deposit in other financial
     institutions - net                                                 1,076          1,505
                                                                     --------       --------
         Net cash provided by (used in) investing activities            4,500         (3,007)
                                                                     --------       --------

         Net cash provided by (used in) operating and investing
           activities (subtotal carried forward)                        4,923         (2,129)
                                                                     --------       --------

</TABLE>


                                      -5-
<PAGE>
<TABLE>

                               ASB Financial Corp.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the six months ended December 31,
                                 (In thousands)

                                                                             1996            1995
                                                                            ------          ------
<S>                                                                        <C>            <C>      
         Net cash provided by (used in) operating and investing
           activities (subtotal brought forward)                           $  4,923       $ (2,129)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                            4,011          2,589
  Repayment of Federal Home Loan Bank advances                                  (14)           (14)
  Proceeds from other borrowed money                                          3,000           --
  Advances by borrowers for taxes and insurance                                 (28)          (106)
  Purchase of shares for employee benefit plans                                --              (88)
  Proceeds from exercise of stock options                                       103           --
  Dividends paid on common stock                                             (8,951)          (256)
                                                                           --------       --------
         Net cash provided by (used in) financing activities                 (1,879)         2,125
                                                                           --------       --------

Net increase (decrease) in cash and cash equivalents                          3,044             (4)

Cash and cash equivalents at beginning of period                              3,836          5,926
                                                                           --------       --------

Cash and cash equivalents at end of period                                 $  6,880       $  5,922
                                                                           ========       ========


Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                   $    367       $    220
                                                                           ========       ========

    Interest on deposits and borrowings                                    $  2,316       $  2,158
                                                                           ========       ========

Supplemental disclosure of noncash investing activities:
  Transfer of investment and mortgage-backed securities to an
    available for sale classification in accordance with SFAS No. 115      $   --         $ 22,486
                                                                           ========       ========

  Unrealized gains on securities designated as available for
    sale, net of related tax effects                                       $    371       $    516
                                                                           ========       ========

</TABLE>


                                      -6-
<PAGE>


                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the three and six months ended December 31, 1996 and 1995


    1.   BASIS OF PRESENTATION

    The accompanying  unaudited financial statements were prepared in accordance
    with instructions for Form 10-QSB 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 generally  accepted
    accounting  principles.  Accordingly,  these financial  statements should be
    read in conjunction  with the  consolidated  financial  statements and notes
    thereto of ASB Financial Corp.  included in the Annual Report on Form 10-KSB
    for the year ended June 30, 1996. However, in the opinion of management, all
    adjustments  (consisting  of  only  normal  recurring  accruals)  which  are
    necessary  for a fair  presentation  of the financial  statements  have been
    included.  The  results of  operations  for the three and six month  periods
    ended  December  31,  1996 and 1995 are not  necessarily  indicative  of the
    results which may be expected for an entire fiscal year.

    2.   PRINCIPLES OF CONSOLIDATION

    The accompanying  consolidated  financial statements include the accounts of
    ASB Financial Corp. (the  Corporation)  and American  Savings Bank, fsb (the
    Savings Bank). All significant intercompany items have been eliminated.

    3.   EARNINGS PER SHARE

    Earnings  per  share is  computed  based  upon the  weighted-average  shares
    outstanding  during the period plus those stock  options that are  dilutive,
    less  shares  in the  ESOP  that are  unallocated  and not  committed  to be
    released.  Weighted-average  common shares deemed  outstanding,  which gives
    effect to 95,482  unallocated ESOP shares,  totaled  1,619,645 and 1,620,812
    for the six and three month periods ended  December 31, 1996,  respectively.
    Weighted-average  common  shares deemed  outstanding,  which gives effect to
    111,352  unallocated ESOP shares,  totaled 1,602,608 for each of the six and
    three month periods  ended  December 31, 1995.  There is no dilutive  effect
    associated with the Corporation's stock option plan.

    4.   EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

    In October 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
    Statement of Financial  Accounting Standards (SFAS) No. 123, "Accounting for
    Stock-Based  Compensation",  establishing financial accounting and reporting
    standards  for  stock-based  employee   compensation  plans.  SFAS  No.  123
    encourages  all  entities  to adopt a new  method of  accounting  to measure
    compensation  cost of all  employee  stock  compensation  plans based on the
    estimated fair value of the award at the date it is granted.  Companies are,
    however,  allowed to continue to measure  compensation  cost for those plans
    using the intrinsic  value based method of accounting,  which generally does
    not result in compensation  expense  recognition  for most plans.  Companies
    that elect to remain with the existing  accounting  are required to disclose
    in a footnote to the  financial  statements  pro forma net earnings  and, if
    presented,  earnings  per share,  as if SFAS No. 123 had been  adopted.  The


                                      -7-
<PAGE>


                               ASB Financial Corp.


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three and six months ended December 31, 1996 and 1995


    4.   EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS (continued)

     accounting  requirements  of SFAS No. 123 are  effective  for  transactions
     entered  into during  fiscal  years that begin  after  December  15,  1995;
     however,  companies are required to disclose information for awards granted
     in their first fiscal year beginning  after  December 15, 1994.  Management
     has  determined  that  the   Corporation   will  continue  to  account  for
     stock-based  compensation  pursuant to Accounting  Principles Board Opinion
     No. 25, and therefore the  disclosure  provisions of SFAS No. 123 will have
     no effect on its consolidated financial condition or results of operations.

     In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers of
     Financial  Assets,  Servicing Rights,  and  Extinguishment of Liabilities",
     that  provides  accounting  guidance  on  transfers  of  financial  assets,
     servicing of financial assets, and extinguishment of liabilities.  SFAS No.
     125 introduces an approach to accounting for transfers of financial  assets
     that  provides a means of dealing with more complex  transactions  in which
     the seller  disposes  of only a partial  interest  in the  assets,  retains
     rights  or  obligations,  makes  use of  special  purpose  entities  in the
     transaction,  or otherwise has continuing  involvement with the transferred
     assets. The new accounting method,  referred to as the financial components
     approach,  provides  that  the  carrying  amount  of the  financial  assets
     transferred  be allocated to components of the  transaction  based on their
     relative  fair  values.  SFAS No. 125  provides  criteria  for  determining
     whether  control of assets  has been  relinquished  and  whether a sale has
     occurred.  If the transfer  does not qualify as a sale, it is accounted for
     as a secured borrowing.  Transactions subject to the provisions of SFAS No.
     125 include,  among  others,  transfers  involving  repurchase  agreements,
     securitizations  of  financial  assets,  loan   participations,   factoring
     arrangements, and transfers of receivables with recourse.

     An entity  that  undertakes  an  obligation  to  service  financial  assets
     recognizes either a servicing asset or liability for the servicing contract
     (unless  related to a  securitization  of assets,  and all the  securitized
     assets are retained and classified as held-to-maturity).  A servicing asset
     or liability  that is purchased or assumed is initially  recognized  at its
     fair value. Servicing assets and liabilities are amortized in proportion to
     and over the period of estimated net servicing income or net servicing loss
     and are subject to  subsequent  assessments  for  impairment  based on fair
     value.

     SFAS No. 125 provides  that a liability  is removed from the balance  sheet
     only  if the  debtor  either  pays  the  creditor  and is  relieved  of its
     obligation for the liability or is legally  released from being the primary
     obligor.

     SFAS No. 125 is effective for  transfers and servicing of financial  assets
     and extinguishment of liabilities occurring after December 31, 1997, and is
     to be applied  prospectively.  Earlier or  retroactive  application  is not
     permitted.  Management  does not believe that adoption of SFAS No. 125 will
     have a material adverse effect on the Corporation's  consolidated financial
     position or results of operations.


                                      -8-
<PAGE>



                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


DISCUSSION OF FINANCIAL CONDITION CHANGES FROM JUNE 30, 1996 TO
DECEMBER 31, 1996

At December 31,  1996,  the  Corporation's  assets  totaled  $111.8  million,  a
decrease of $1.1 million,  or 1.0%,  from the $112.9  million of total assets at
June 30, 1996. The decrease in assets  resulted  primarily from the $8.6 million
return of capital distribution paid in December 1996, which was partially offset
by growth  in the  deposit  portfolio  of $4.0  million  and by an  increase  in
borrowings of $3.0 million.

Liquid assets (i.e. cash, interest-bearing deposits and certificates of deposit)
increased by $2.0 million over June 30, 1996 levels, to a total of $12.5 million
at December 31, 1996.  Investment  securities  totaled $16.9 million at December
31,  1996,  a decrease of $2.4  million,  or 12.4%,  from June 30, 1996  levels.
During the six months  ended  December  31,  1996,  $1.5  million of  investment
securities  were sold and the  proceeds  utilized to fund a return of capital to
shareholders.  In addition,  maturities  of investment  securities  totaled $4.4
million, which were partially offset by purchases of $3.2 million during the six
months ended December 31, 1996.  Regulatory liquidity amounted to $16.5 million,
or 17.5%, at December 31, 1996.

Loans receivable increased by $572,000,  or .8%, during the six month period, to
a total of $69.0 million at December 31, 1996.  Loan  disbursements  amounted to
$11.1 million and were almost entirely  offset by principal  repayments of $10.5
million. The allowance for loan losses totaled $884,000 at December 31, 1996 and
June 30, 1996.

Deposits  totaled  $87.4  million at  December  31,  1996,  an  increase of $4.0
million,  or 4.8%,  over June 30, 1996  levels.  The growth in  deposits  can be
primarily  attributed  to  management's  efforts to maintain a moderate  rate of
growth through marketing strategies.

Borrowings  increased by $3.0 million  during the six months ended  December 31,
1996, to a total of $5.4 million.  The increase  resulted  primarily from a $3.0
million   short-term   note  used  to  partially  fund  the  return  of  capital
distribution.

American is required to meet each of three minimum capital standards promulgated
by the Office of Thrift Supervision (OTS), hereinafter described as the tangible
capital  requirement,  the core capital  requirement and the risk-based  capital
requirement.   The  tangible  capital   requirement   mandates   maintenance  of
shareholders'  equity less all intangible assets equal to 1.5% of adjusted total
assets.  The core capital  requirement  provides for the maintenance of tangible
capital plus certain forms of supervisory goodwill equal to 3% of adjusted total
assets,  while the risk-based capital requirement  mandates  maintenance of core
capital plus general loan loss allowances equal to 8% of risk-weighted assets as
defined by OTS regulations.

At December  31,  1996,  American's  tangible  and core  capital  totaled  $17.8
million,  or 16.0%,  of  adjusted  total  assets,  which  exceeded  the  minimum
requirements  of $1.7  million  and $3.3  million  by $16.1  million  and  $14.5
million, respectively.  American's risk-based capital of $18.4 million, or 35.6%
of risk-weighted assets, exceeded the current 8% requirement by $14.3 million.


                                      -9-
<PAGE>

                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


DISCUSSION OF FINANCIAL CONDITION CHANGES FROM JUNE 30, 1996 TO DECEMBER 31,
1996 (continued)

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTH PERIODS ENDED DECEMBER 31,
1996 AND 1995

GENERAL

Net earnings  amounted to $137,000 for the six months ended December 31, 1996, a
decrease of $438,000,  or 76.2%,  from the $575,000 of net earnings reported for
the same period in 1995.  The  decrease in earnings  resulted  primarily  from a
$551,000 charge recorded as a result of the Savings  Association  Insurance Fund
(SAIF) recapitalization assessment, coupled with a $235,000 increase in general,
administrative  and other  expense and a $22,000  increase in the  provision for
losses on loans,  which were  partially  offset by a $141,000  increase in other
income and a $227,000 decrease in the provision for federal income taxes.

NET INTEREST INCOME

Net interest  income  remained  constant  for the six months ended  December 31,
1996,  compared  to the 1995  period.  Interest  income  on loans  increased  by
$195,000,  or 7.3%,  due  primarily  to a $5.8  million  increase in the average
balance  of  loans  outstanding  year to year.  Interest  income  on  investment
securities  and  interest-bearing  deposits and other  decreased by $22,000,  or
2.2%, due primarily to a decline in yield,  which was partially offset by a $1.7
million increase in the average portfolio balance outstanding.  Interest expense
on deposits  increased by  $115,000,  or 5.4%,  due  primarily to a $4.7 million
increase in average deposits outstanding.

Interest expense on borrowings increased by $54,000, or 490.9%, due primarily to
a $2.0 million increase in the average balance of borrowings outstanding.

PROVISION FOR LOSSES ON LOANS

The  allowance  for loan losses  totaled  $884,000 at both December 31, 1996 and
June 30, 1996.  Nonperforming  loans  totaled $1.2 million at both  December 31,
1996 and June 30, 1996.  The  allowance  for loan losses  represented  75.2% and
76.3%  of  nonperforming  loans as of  December  31,  1996  and  June 30,  1996,
respectively.  A  provision  for losses on loans is charged to earnings to bring
the  total  allowance  for loan  losses  to a level  considered  appropriate  by
management  based on  historical  experience,  the  volume  and type of  lending
conducted by the Savings  Bank,  the status of past due  principal  and interest
payments, general economic conditions, particularly as such conditions relate to
the Savings Bank's market area, and other factors related to the  collectibility
of the Savings Bank's loan portfolio.  As a result of such analysis,  management
recorded a $22,000  provision  for losses on loans  during the six month  period
ended  December 31, 1996.  There can be no assurance that the allowance for loan
losses of the Savings  Bank will be adequate  to cover  losses on  nonperforming
assets in the future.



                                      -10-
<PAGE>

                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


COMPARISON OF OPERATING RESULTS FOR THE SIX MONTH PERIODS ENDED DECEMBER 31,
1996 AND 1995 (continued)

PROVISION FOR LOSSES ON LOANS
(continued)

The foregoing statement is a  "forward-looking"  statement within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of 1934,  as amended.  Factors  that could  affect the
adequacy  of the loan  loss  allowance  include,  but are not  limited  to,  the
following:  (1) changes in the national and local economy  which may  negatively
impact the  ability of  borrowers  to repay  their loans and which may cause the
value of real  estate and other  properties  that  secure  outstanding  loans to
decline; (2) unforeseen adverse changes in circumstances with respect to certain
large loan borrowers; (3) decreases in the value of collateral securing consumer
loans to amounts  equal to less than the  outstanding  balances of the  consumer
loans; and (4)  determinations by various  regulatory  agencies that the Savings
Bank  must  recognize  additions  to its  loan  loss  allowance  based  on  such
regulators'  judgment  of  information  available  to them at the  time of their
examinations.

OTHER INCOME

Other income increased by $141,000, or 193.2%, for the six months ended December
31, 1996,  compared to the same period in 1995, due primarily to a $105,000 gain
on sale of  investment  securities,  coupled  with a $30,000  increase in rental
income on real estate acquired via foreclosure.

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

General,  administrative  and other  expense  increased by  $786,000,  or 70.8%,
during the six months ended  December  31, 1996,  compared to the same period in
1995. This increase resulted primarily from the $551,000 charge recorded in 1996
in connection with the SAIF recapitalization, coupled with a $132,000, or 23.3%,
increase in employee compensation and benefits, a $54,000, or 80.6%, increase in
franchise taxes and a $45,000,  or 18.8%,  increase in other operating expenses.
The increase in employee compensation  generally reflects normal merit increases
and increased  costs  attendant to the  Corporation's  stock benefit plans which
were  implemented  in  conjunction  with  the  Savings  Bank's   mutual-to-stock
conversion.  The increase in franchise  taxes  resulted from the increase in the
Corporation's  shareholders'  equity following the conversion to stock form. The
increase  in other  operating  expense  resulted  primarily  from an increase in
professional fees related to the return of capital distribution.

Legislation to recapitalize the SAIF provided for a special  assessment of $.657
per $100 of SAIF  deposits  held at March 31,  1995,  in order to increase  SAIF
reserves to the level  required by law.  The Savings  Bank had $83.9  million in
SAIF deposits at March 31, 1995,  resulting in an  assessment  of  approximately
$551,000, or $364,000 after tax, which was recorded as a charge to operations in
the quarter ended September 30, 1996, and was paid in November 1996.


                                      -11-
<PAGE>

                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


COMPARISON OF OPERATING RESULTS FOR THE SIX MONTH PERIODS ENDED DECEMBER 31,
1996 AND 1995 (continued)

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE (continued)

The  legislation  also provides for reduced  premium  rates for healthy  savings
associations beginning in 1997, estimated to be a rate of $.064 per $100 of SAIF
insured deposits.

A component of the recapitalization plan provides for the merger of the SAIF and
BIF on January 1, 1999,  and for the  elimination  of the federal thrift charter
and of the separate federal  regulation of thrifts.  Pursuant to the merger, the
Savings  Bank would then be  required  to  convert to a new  charter  and become
subject to federal  regulation as a bank. At this time,  management is unsure as
to what,  if any,  impact  the more  restrictive  activity  limits  and  capital
requirements  of  federal  banking  law would  have on the  Savings  Bank or the
Corporation.

FEDERAL INCOME TAXES

The provision for federal income taxes decreased by $227,000,  or 75.7%, for the
six months ended December 31, 1996, as compared to the same period in 1995. This
decrease  resulted  primarily from the decrease in net earnings  before taxes of
$665,000,  or 76.0%.  The  effective  tax rates were 34.8% and 34.3% for the six
months ended December 31, 1996 and 1995, respectively.


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTH PERIODS ENDED DECEMBER 31,
1996 AND 1995

GENERAL

Net earnings  amounted to $313,000 for the three months ended December 31, 1996,
an increase of $36,000, or 13.0%, over the $277,000 of net earnings reported for
the same period in 1995.  The  increase in earnings  resulted  primarily  from a
$45,000 increase in net interest income and a $131,000 increase in other income,
which were partially  offset by a $126,000  increase in general,  administrative
and other expense and a $14,000  increase in the  provision  for federal  income
taxes.



                                      -12-
<PAGE>

                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTH PERIODS ENDED DECEMBER 31,
1996 AND 1995 (continued)

NET INTEREST INCOME

Net interest  income  increased by $45,000,  or 4.8%, for the three months ended
December  31,  1996,  compared  to the 1995  period.  Interest  income  on loans
increased by $110,000,  or 8.2%, due primarily to a $5.5 million increase in the
average balance of loans outstanding year to year. Interest income on investment
securities  and  interest-bearing  deposits  increased by $42,000,  or 8.6%, due
primarily to an increase in the average portfolio balance outstanding.  Interest
expense on deposits  increased  by $60,000,  or 5.6%,  due  primarily  to a $4.9
million increase in the balance of deposits  outstanding year to year.  Interest
expense on  borrowings  increased  by $27,000  due to an increase in the average
balance of borrowings outstanding year to year.

OTHER INCOME

Other income  totaled  $162,000 for the three months ended December 31, 1996, an
increase of $131,000,  or 422.6%, over the comparable 1995 quarter. The increase
resulted  primarily  from a $105,000  gain on sale of  investment  securities in
1996,  coupled with an increase in rental  income from  operation of a parcel of
real estate acquired through foreclosure.

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

General,  administrative  and other  expense  increased by  $126,000,  or 22.9%,
during the three months ended December 31, 1996,  compared to the same period in
1995. This increase  resulted  primarily from a $97,000,  or 36.9%,  increase in
employee  compensation  and  benefits  and an  $18,000,  or 54.5%,  increase  in
franchise taxes. The increase in employee compensation generally reflects normal
merit increases and increased costs attendant to the Corporation's stock benefit
plans  implemented  in  conjunction  with the  mutual-to-stock  conversion.  The
increase  in  franchise   taxes   resulted   primarily   from  the  increase  in
shareholders' equity following the Corporation's conversion to stock form.

FEDERAL INCOME TAXES

The provision for federal  income taxes  increased by $14,000,  or 9.3%, for the
three  months ended  December 31, 1996,  as compared to the same period in 1995.
This increase resulted  primarily from the increase in net earnings before taxes
of $50,000, or 11.7%. The effective tax rates were 34.4% and 35.1% for the three
months ended December 31, 1996 and 1995, respectively.


                                      -13-
<PAGE>



                               ASB Financial Corp.


                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

                  Not applicable


ITEM 2.  CHANGES IN SECURITIES

                  Not applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  Not applicable


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable


ITEM 5.  OTHER INFORMATION

                  None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  Form 8-K None.

                  Financial  data schedule for the six months ended December 31,
                  1996.



                                      -14-
<PAGE>


                               ASB Financial Corp.


                                   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:  February 10, 1997                    By:  /s/ Gerald R. Jenkins
                                                 _______________________________
                                                     Gerald R. Jenkins
                                                     President and Chief
                                                     Executive Officer



Date:  February 10, 1997                    By:  /s/ Robert M. Smith
                                                 _______________________________
                                                     Robert M. Smith
                                                     Executive Vice President
                                                     and Chief Financial Officer



<TABLE> <S> <C>


<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                             954
<INT-BEARING-DEPOSITS>                           5,926
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     26,641
<INVESTMENTS-CARRYING>                           5,626
<INVESTMENTS-MARKET>                             5,626
<LOANS>                                         69,027
<ALLOWANCE>                                        884
<TOTAL-ASSETS>                                 111,824
<DEPOSITS>                                      87,406
<SHORT-TERM>                                     3,000
<LIABILITIES-OTHER>                              1,456
<LONG-TERM>                                      2,399
                                0
                                          0
<COMMON>                                         8,023
<OTHER-SE>                                       9,540
<TOTAL-LIABILITIES-AND-EQUITY>                 111,824
<INTEREST-LOAN>                                  2,883
<INTEREST-INVEST>                                1,145
<INTEREST-OTHER>                                   185
<INTEREST-TOTAL>                                 4,213
<INTEREST-DEPOSIT>                               2,234
<INTEREST-EXPENSE>                               2,299
<INTEREST-INCOME-NET>                            1,914
<LOAN-LOSSES>                                       22
<SECURITIES-GAINS>                                 105
<EXPENSE-OTHER>                                  1,896
<INCOME-PRETAX>                                    210
<INCOME-PRE-EXTRAORDINARY>                         137
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       137
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                      .08
<YIELD-ACTUAL>                                    3.51
<LOANS-NON>                                       1127
<LOANS-PAST>                                        48
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   884
<CHARGE-OFFS>                                       22
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  884
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            884
        


</TABLE>


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