ASB FINANCIAL CORP /OH
10QSB, 1997-05-14
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 March 31, 1997


                                       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)

Registrant's 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  May 9,  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 16 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                                   15

SIGNATURES                                                            16


                                      -2-
<PAGE>
<TABLE>


                               ASB Financial Corp.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                         March 31,        June 30,
         ASSETS                                                            1997             1996
                                                                         ---------        --------
<S>                                                                     <C>             <C>      
Cash and due from banks                                                 $     334       $     411
Interest-bearing deposits in other financial institutions                   2,599           3,425
                                                                        ---------       ---------
         Cash and cash equivalents                                          2,933           3,836

Certificates of deposit in other financial institutions                     4,457           6,702
Investment securities available for sale - at market                       17,547          19,284
Mortgage-backed securities available for sale - at market                   9,187          10,728
Loans receivable - net                                                     71,367          68,455
Office premises and equipment - at depreciated cost                           891             940
Real estate acquired through foreclosure - net                                663             663
Federal Home Loan Bank stock - at cost                                        703             667
Accrued interest receivable on loans                                           86             120
Accrued interest receivable on mortgage-backed securities                      83             110
Accrued interest receivable on investments and interest-
  bearing deposits                                                            392             479
Prepaid expenses and other assets                                             569             586
Prepaid federal income taxes                                                   77            --
Deferred federal income taxes                                                 459             352
                                                                        ---------       ---------

         Total assets                                                   $ 109,414       $ 112,922
                                                                        =========       =========

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                $  87,324       $  83,395
Advances from the Federal Home Loan Bank                                    2,391           2,413
Other borrowed money                                                          500            --
Advances by borrowers for taxes and insurance                                  81             162
Accrued interest payable                                                      637             115
Other liabilities                                                           1,264           1,219
Accrued federal income taxes                                                 --                 5
                                                                        ---------       ---------
         Total liabilities                                                 92,197          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
    March 31, 1997 and June 30, 1996                                         --              --
  Additional paid-in capital                                                8,023          16,496
  Retained earnings - restricted                                           11,028          11,173
  Shares acquired by employee benefit plans                                (1,921)         (2,180)
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                 87             124
                                                                        ---------       ---------
         Total shareholders' equity                                        17,217          25,613
                                                                        ---------       ---------

         Total liabilities and shareholders' equity                     $ 109,414       $ 112,922
                                                                        =========       =========

</TABLE>
                                      -3-
<PAGE>
<TABLE>

                               ASB Financial Corp.

                       CONSOLIDATED STATEMENTS OF EARNINGS
                        (In thousands, except share data)


                                                               Nine months ended      Three months ended
                                                                   March 31,               March 31,
                                                               1997        1996        1997        1996

<S>                                                          <C>          <C>        <C>          <C>   
Interest income
  Loans                                                      $ 4,383      $4,074     $ 1,500      $1,386
  Mortgage-backed securities                                     518         549         162         191
  Investment securities                                        1,138       1,162         349         368
  Interest-bearing deposits and other                            253         293          68          91
                                                             -------      ------     -------      ------
         Total interest income                                 6,292       6,078       2,079       2,036

Interest expense
  Deposits                                                     3,374       3,196       1,140       1,077
  Borrowings                                                     113          20          48           9
                                                             -------      ------     -------      ------
         Total interest expense                                3,487       3,216       1,188       1,086
                                                             -------      ------     -------      ------

         Net interest income                                   2,805       2,862         891         950

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

         Net interest income after provision
           for losses on loans                                 2,783       2,862         891         950

Other income
  Gain (loss) on sale of investment securities                   103        --            (2)       --
  Other operating                                                178         123          69          50
                                                             -------      ------     -------      ------
         Total other income                                      281         123          67          50

General, administrative and other expense
  Employee compensation and benefits                           1,056         921         358         355
  Occupancy and equipment                                         89          90          30          31
  Federal deposit insurance premiums                             650         141           3          47
  Franchise taxes                                                175         133          54          66
  Data processing                                                132         127          46          43
  Other operating                                                400         352         115         112
                                                             -------      ------     -------      ------
         Total general, administrative and other expense       2,502       1,764         606         654
                                                             -------      ------     -------      ------

         Earnings before income taxes                            562       1,221         352         346

Federal income taxes
  Current                                                        278         400         184         112
  Deferred                                                       (88)         16         (67)          4
                                                             -------      ------     -------      ------
         Total federal income taxes                              190         416         117         116
                                                             -------      ------     -------      ------

         NET EARNINGS                                        $   372      $  805     $   235      $  230
                                                             =======      ======     =======      ======

         EARNINGS PER SHARE                                  $   .23      $  .50     $   .14      $  .14
                                                             =======      ======     =======      ======

</TABLE>
                                      -4-
<PAGE>
<TABLE>
                               ASB Financial Corp.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended March 31,
                                 (In thousands)

                                                                                       1997          1996
<S>                                                                                 <C>           <C>     
Cash flows from operating activities:
  Net earnings for the period                                                       $    372      $    805
  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                                    59           134
    Amortization of deferred loan origination fees                                       (38)          (28)
    Depreciation and amortization                                                         60            60
    Amortization of expense related to employee benefit plans                            290           211
    Provision for losses on loans                                                         22          --
    Gain on sale of investment securities                                               (103)         --
    Federal Home Loan Bank stock dividends                                               (36)          (33)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                        148           (67)
      Prepaid expenses and other assets                                                   17          (137)
      Accrued interest payable                                                           522           482
      Other liabilities                                                                   45            11
      Federal income taxes
        Current                                                                          (82)          (69)
        Deferred                                                                         (88)           16
                                                                                    --------      --------
         Net cash provided by operating activities                                     1,188         1,385

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                      6,449         8,138
  Proceeds from sales of investment securities designated as available for sale          103           865
  Purchase of investment securities                                                   (4,804)      (10,543)
  Purchase of mortgage-backed securities                                                --          (3,488)
  Principal repayments on mortgage-backed securities                                   1,518         1,670
  Loan principal repayments                                                           13,555        11,254
  Loan disbursements                                                                 (16,451)      (16,077)
  Purchase of office premises and equipment                                              (11)          (18)
  Decrease in certificates of deposit in other financial institutions - net            2,245         1,509
                                                                                    --------      --------
         Net cash provided by (used in) investing activities                           2,604        (6,690)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                     3,929         3,835
  Proceeds from Federal Home Loan Bank advances                                        2,000         1,000
  Repayment of Federal Home Loan Bank advances                                        (2,022)          (22)
  Proceeds from other borrowed money                                                   3,500          --
  Repayment of other borrowed money                                                   (3,000)         --
  Advances by borrowers for taxes and insurance                                          (81)         (175)
  Purchase of shares for employee benefit plans                                         --            (909)
  Proceeds from exercise of stock options                                                103          --
  Distributions paid on common stock                                                  (9,124)         (385)
                                                                                    --------      --------
         Net cash provided by (used in) financing activities                          (4,695)        3,344
                                                                                    --------      --------

Net decrease in cash and cash equivalents                                               (903)       (1,961)

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

Cash and cash equivalents at end of period                                          $  2,933      $  3,965
                                                                                    ========      ========
</TABLE>
                                      -5-
<PAGE>
<TABLE>

                               ASB Financial Corp.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended March 31,
                                 (In thousands)

                                                                                  1997         1996
<S>                                                                             <C>           <C>    
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                        $    367      $   383
                                                                                ========      =======

    Interest on deposits and borrowings                                         $  2,965      $ 2,735
                                                                                ========      =======

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure              $   --        $   138
                                                                                ========      =======

  Transfer of investments and mortgage-backed securities to an available
    for sale classification                                                     $   --        $22,486
                                                                                ========      =======

  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                  $    (37)     $     4
                                                                                ========      =======

                                      -6-

</TABLE>
<PAGE>


                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the three and nine months ended March 31, 1997 and 1996


    1.   Basis of Presentation

    The accompanying  unaudited  consolidated 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.  (the  "Corporation")
    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 nine month periods ended March 31, 1997 and 1996,  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
    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  Employee  Stock  Ownership  Plan  ("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  1,621,710  and 1,620,812 for the nine and three month periods ended
    March  31,  1997,   respectively.   Weighted-average  common  shares  deemed
    outstanding,  which gives effect to 111,352 unallocated ESOP shares, totaled
    1,602,608 for each of the nine and three month periods ended March 31, 1996.
    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 (the "FASB")
    issued  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  123,
    "Accounting for Stock-Based Compensation", establishing financial accounting
    and reporting  standards for stock-based  compensation  plans.  SFAS No. 123
    encourages  all  entities  to adopt a new  method of  accounting  to measure
    compensation  cost of all 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

                                      -7-
<PAGE>

                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the three and nine months ended March 31, 1997 and 1996


    4.   Effects of Recent Accounting Pronouncements (continued)

    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 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, 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.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the three and nine months ended March 31, 1997 and 1996


    4.   Effects of Recent Accounting Pronouncements (continued)

         In February 1997,  the FASB issued SFAS No. 128,  "Earnings Per Share",
         which  requires  companies to present basic  earnings per share and, if
         applicable,  diluted  earnings per share,  instead of primary and fully
         diluted earnings per share,  respectively.  Basic earnings per share is
         computed without including  potential common shares,  i.e., no dilutive
         effect.   Diluted   earnings   per  share  is   computed   taking  into
         consideration  common shares  outstanding and dilutive potential common
         shares,  including  options,   warrants,   convertible  securities  and
         contingent  stock  agreements.  SFAS No. 128 is  effective  for periods
         ending after  December 15, 1997.  Early  application  is not permitted.
         Based upon the provisions of SFAS No. 128, the Corporation's  basic and
         diluted  earnings  per share for the nine months  ended March 31, 1997,
         would have been $.23 and $.21, respectively. Basic and diluted earnings
         per share for the three months  ended March 31,  1997,  would have been
         $.14 and $.13, respectively.



                                      -9-
<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 March 31, 1997

At March 31, 1997, the Corporation's  assets totaled $109.4 million,  a decrease
of $3.5 million,  or 3.1%,  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 savings deposits of $3.9 million.

Liquid  assets  (i.e.,  cash,  interest-bearing  deposits  and  certificates  of
deposit) decreased by $3.1 million from June 30, 1996 levels, to a total of $7.4
million at March 31, 1997.  Investment securities totaled $17.5 million at March
31, 1997, a decrease of $1.7 million, or 9.0%, from June 30, 1996 levels. During
the nine months ended March 31, 1997, $1.5 million of investment securities were
sold to the Savings Bank and the  proceeds  utilized to fund a return of capital
to shareholders.  In addition,  maturities of investment securities totaled $6.4
million,  which were partially  offset by purchases of $4.8 million.  Regulatory
liquidity amounted to $11.6 million, or 15.1%, at March 31, 1997.

Loans  receivable  increased  by $2.9  million,  or 4.3%,  during the nine month
period,  to a total of $71.4  million  at March  31,  1997.  Loan  disbursements
amounted to $16.5 million and were partially  offset by principal  repayments of
$13.6 million.

Deposits  totaled  $87.3 million at March 31, 1997, an increase of $3.9 million,
or 4.7%, over June 30, 1996 levels.  Management  continued its efforts to obtain
moderate  growth  in  the  deposit   portfolio  through  marketing  and  pricing
strategies.

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 March 31, 1997,  American's  tangible and core capital totaled $13.0 million,
or 12.2% of adjusted total assets,  which exceeded the minimum  requirements  of
$1.6 million and $3.2 million by $11.4 million and $9.8  million,  respectively.
American's  risk-based  capital  of $13.7  million,  or  27.0% of  risk-weighted
assets, exceeded the current 8% requirement by $9.6 million.



                                      -10-
<PAGE>


                               ASB Financial Corp.

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


Comparison of Operating Results for the Nine Month Periods Ended March 31, 1997
and 1996

General

Net  earnings  amounted to $372,000  for the nine months ended March 31, 1997, a
decrease of $433,000,  or 53.8%,  from the $805,000 of net earnings reported for
the same period in 1996.  The  decrease in earnings  resulted  primarily  from a
$551,000  charge  recorded  as a  result  of the  one-time  Savings  Association
Insurance  Fund ("SAIF")  recapitalization  assessment,  coupled with a $187,000
increase in general, administrative and other expense, a $22,000 increase in the
provision  for losses on loans and a $57,000  decrease in net  interest  income,
which  were  partially  offset by a  $158,000  increase  in other  income  and a
$226,000 decrease in the provision for federal income taxes.

Net Interest Income

Net interest  income  decreased by $57,000,  or 2.0%,  for the nine months ended
March  31,  1997,  as  compared  to the 1996  period.  Interest  income on loans
increased by $309,000,  or 7.6%, due primarily to a $5.5 million increase in the
weighted-average balance of loans outstanding  year-to-year.  Interest income on
mortgage-backed  securities  decreased by $31,000, or 5.6%, due to a decrease in
the average balance  outstanding.  Interest income on investment  securities and
interest-bearing deposits decreased by $64,000, or 4.4%, due primarily to a $2.0
million decrease in the  weighted-average  portfolio  balance  outstanding.  The
decline in  interest-earning  assets was due  primarily to the return of capital
distribution  which was paid in  December  1996.  Interest  expense on  deposits
increased  by  $178,000,  or 5.6%,  due  primarily to an increase in the cost of
deposits  year to year,  and a $4.7  million  increase  in the  weighted-average
portfolio  balance  outstanding.  Interest  expense on  borrowings  increased by
$93,000,  or 465.0%,  due  primarily to a $1.7  million  increase in the average
balance of borrowings outstanding.

Provision for Losses on Loans

The  allowance for loan losses  totaled  $884,000 at March 31, 1997 and June 30,
1996. Nonperforming loans totaled $1.1 million at March 31, 1997, as compared to
$1.2 million at June 30, 1996. The allowance for loan losses  represented  82.5%
and  76.3%  of  nonperforming  loans  as of March  31,  1997 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 nine month period ended March
31, 1997. The provision in the 1997 period  resulted  primarily to growth in the
loan portfolio, as the level of nonperforming loans remained relatively constant
over the nine month  period.  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.


                                      -11-
<PAGE>


                               ASB Financial Corp.

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


Comparison of Operating Results for the Nine Month Periods Ended March 31, 1997
and 1996 (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) decrease 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 $158,000,  or 128.5%,  for the nine months ended March
31, 1997,  as compared to the same period in 1996,  due  primarily to a $103,000
gain on sale of investment securities, coupled with a $30,000 increase in rental
income on real estate acquired through foreclosure.

General, Administrative and Other Expense

General,  administrative  and other  expense  increased by  $738,000,  or 41.8%,
during the nine  months  ended  March 31,  1997,  compared to the same period in
1996. This increase resulted primarily from the $551,000 charge recorded in 1996
in connection with the SAIF recapitalization, coupled with a $135,000, or 14.7%,
increase in employee compensation and benefits, a $42,000, or 31.6%, increase in
franchise taxes and a $48,000,  or 13.6%,  increase in other operating expenses.
The increase in employee  compensation  and benefits  generally  reflects normal
merit increases and increased costs attendant to the Corporation's stock benefit
plans. The increase in franchise taxes resulted from the overall increase in the
Corporation's  shareholders'  equity.  The increase in other  operating  expense
resulted primarily from non-recurring consulting costs in the 1997 period.

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.

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

                                      -12-
<PAGE>

                               ASB Financial Corp.

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


Comparison of Operating  Results for the Nine Month Periods Ended March 31, 1997
and 1996 (continued)

General, Administrative and Other Expense (continued)

Congress is considering  legislation  to eliminate the federal  savings and loan
charter  and  separate  federal  regulation  of savings  and loan  associations.
Pursuant to such  legislation,  Congress  may  develop a common  charter for all
financial  institutions,  eliminate  the OTS and regulate the Savings Bank under
federal law as a bank or require the Savings  Bank to change its  charter.  Such
changes  would likely  change the types of  activities in which the Savings Bank
may engage and would probably subject the Savings Bank to more regulation by the
FDIC. In addition,  the  Corporation  might become subject to different  holding
company regulations.

Federal Income Taxes

The provision for federal income taxes decreased by $226,000,  or 54.3%, for the
nine months ended March 31, 1997,  as compared to the same period in 1996.  This
decrease  resulted  primarily  from a  decrease  in net  earnings  before tax of
$659,000,  or 54.0%.  The  effective tax rates were 33.8% and 34.1% for the nine
months ended March 31, 1997 and 1996, respectively.


Comparison of Operating Results for the Three Month Periods Ended March 31, 1997
and 1996

General

Net earnings  amounted to $235,000 for the three months ended March 31, 1997, an
increase of $5,000,  or 2.2%, over the $230,000 of net earnings reported for the
same period in 1996. The increase in earnings resulted  primarily from a $48,000
decrease in general,  administrative and other expense and a $17,000 increase in
other income,  which were partially offset by a $59,000 decrease in net interest
income.

Net Interest Income

Net interest  income  decreased by $59,000,  or 6.2%, for the three months ended
March 31, 1997,  as compared to the 1996 quarter.  Interest  income on loans and
mortgage-backed  securities  increased by $85,000,  or 5.4%,  due primarily to a
$4.3 million  increase in the  weighted-average  balance  outstanding.  Interest
income on  investment  securities  and  interest-bearing  deposits  decreased by
$42,000,   or  9.2%,   due   primarily  to  a  $2.9  million   decrease  in  the
weighted-average portfolio balance outstanding.  The decline in interest-earning
assets was due  primarily to such assets being  redeployed to fund the return of
capital  distribution  which was paid in  December  1996.  Interest  expense  on
deposits and borrowings increased by $102,000, or 9.4%, due primarily to an $8.2
million increase in the weighted-average portfolio outstanding.


                                      -13-
<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 March 31, 1997
and 1996 (continued)

Other Income

Other income  totaled  $67,000 for the quarter ended March 31, 1997, an increase
of $17,000,  or 34.0%, over the comparable quarter in 1996. The increase was due
primarily to rental income received on a parcel of real estate acquired  through
foreclosure.

General, Administrative and Other Expense

General,  administrative and other expense decreased by $48,000, or 7.3%, during
the three months  ended March 31, 1997,  as compared to the same period in 1996.
This decrease resulted primarily from a $44,000,  or 93.6%,  decrease in federal
deposit insurance premiums and a $12,000, or 18.2%, decrease in franchise taxes.
The  decrease in federal  deposit  insurance  premiums  resulted  from the lower
premium rates  following the one-time SAIF  recapitalization  assessment paid in
the second fiscal quarter.  The decrease in franchise  taxes resulted  primarily
from the decrease in shareholders'  equity following the Corporation's return of
capital distribution.

Federal Income Taxes

The  provision  for federal  income taxes  increased by $1,000,  or .9%, for the
three months ended March 31, 1997, as compared to the same period in 1996.  This
increase  resulted  primarily from the increase in net earnings  before taxes of
$6,000,  or 1.7%.  The  effective  tax rates  were 33.2% and 33.5% for the three
months ended March 31, 1997 and 1996, respectively.


                                      -14-
<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

                  None


ITEM 5.  Other Materially Important Events

                  None


ITEM 6.  Exhibits and Reports on Form 8-K

                  Exhibit 27:    Financial Data Schedule for the nine month
                                 period ended March 31, 1997



                                      -15-
<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:  5/13/97                          By: /s/ Gerald R. Jenkins
                                            ____________________________________
                                                Gerald R. Jenkins
                                                President




Date:  5/13/97                          By: /s/ Robert M. Smith
                                            ____________________________________
                                                Robert M. Smith
                                                Executive Vice President



<TABLE> <S> <C>


<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                             334
<INT-BEARING-DEPOSITS>                           2,599
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     26,734
<INVESTMENTS-CARRYING>                           4,457
<INVESTMENTS-MARKET>                             4,457
<LOANS>                                         71,367
<ALLOWANCE>                                        884
<TOTAL-ASSETS>                                 109,414
<DEPOSITS>                                      87,324
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              1,982
<LONG-TERM>                                      2,891
                                0
                                          0
<COMMON>                                         8,023
<OTHER-SE>                                       9,194
<TOTAL-LIABILITIES-AND-EQUITY>                 109,414
<INTEREST-LOAN>                                  4,383
<INTEREST-INVEST>                                1,656
<INTEREST-OTHER>                                   253
<INTEREST-TOTAL>                                 6,292
<INTEREST-DEPOSIT>                               3,374
<INTEREST-EXPENSE>                               3,487
<INTEREST-INCOME-NET>                            2,805
<LOAN-LOSSES>                                       22
<SECURITIES-GAINS>                                 103
<EXPENSE-OTHER>                                  2,502
<INCOME-PRETAX>                                    562
<INCOME-PRE-EXTRAORDINARY>                         372
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       372
<EPS-PRIMARY>                                      .23
<EPS-DILUTED>                                      .23
<YIELD-ACTUAL>                                    3.45
<LOANS-NON>                                      1,043
<LOANS-PAST>                                        28
<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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