ASB FINANCIAL CORP /OH
10QSB, 1998-02-12
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, 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)

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 6, 1998, the latest  practicable  date,  1,635,646  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.
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)


                                                                                       December 31,            June 30,
         ASSETS                                                                                1997                1997
<S>                                                                                            <C>                  <C>
Cash and due from banks                                                                 $       415         $       376
Interest-bearing deposits in other financial institutions                                     6,671               3,474
                                                                                          ---------           ---------
         Cash and cash equivalents                                                            7,086               3,850

Certificates of deposit in other financial institutions                                       2,793               4,258
Investment securities available for sale - at market                                         15,922              18,660
Mortgage-backed securities available for sale - at market                                     7,316               8,560
Loans receivable - net                                                                       77,350              74,136
Office premises and equipment - at depreciated cost                                             908                 944
Federal Home Loan Bank stock - at cost                                                          700                 675
Accrued interest receivable on loans                                                            156                  95
Accrued interest receivable on mortgage-backed securities                                        -                   78
Accrued interest receivable on investments and interest-
  bearing deposits                                                                              326                 356
Prepaid expenses and other assets                                                               437                 604
Prepaid federal income taxes                                                                    112                  62
Deferred federal income taxes                                                                    70                 191
                                                                                        -----------          ----------

         Total assets                                                                      $113,176            $112,469
                                                                                            =======             =======


         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits $  90,809                                                                        $  89,752
Advances from the Federal Home Loan Bank                                                      2,869               2,884
Other borrowed money                                                                            400                 500
Advances by borrowers for taxes and insurance                                                   156                 169
Accrued interest payable                                                                         79                 112
Other liabilities                                                                             1,362               1,351
                                                                                          ---------           ---------
         Total liabilities                                                                   95,675              94,768

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 shares issued                                                               -                   -
  Additional paid-in capital                                                                  8,046               8,023
  Retained earnings, restricted                                                              11,352              11,187
  Shares acquired by stock benefit plans                                                     (1,677)             (1,921)
  Less 68,214 shares of treasury stock - at cost                                               (900)                 -
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                                  680                 412
                                                                                         ----------          ----------
         Total shareholders' equity                                                          17,501              17,701
                                                                                           --------            --------

         Total liabilities and shareholders' equity                                        $113,176            $112,469
                                                                                            =======             =======
</TABLE>



                                        3



<PAGE>

<TABLE>

                               ASB Financial Corp.
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                        For the six months           For the three months
                                                                          ended December 31,           ended December 31,
                                                                         1997         1996            1997         1996
<S>                                                                       <C>          <C>             <C>          <C>
Interest income
  Loans                                                                $3,161       $2,883          $1,593       $1,449
  Mortgage-backed securities                                              294          356             142          169
  Investment securities                                                   717          789             342          441
  Interest-bearing deposits and other                                     116          185              47           89
                                                                       ------       ------         -------      -------
         Total interest income                                          4,288        4,213           2,124        2,148

Interest expense
  Deposits                                                              2,366        2,234           1,172        1,123
  Borrowings                                                              108           65              53           33
                                                                       ------      -------         -------      -------
         Total interest expense                                         2,474        2,299           1,225        1,156
                                                                        -----        -----           -----        -----

         Net interest income                                            1,814        1,914             899          992

Provision for (recoveries of) losses on loans                              (4)          22              (4)          -
                                                                     --------      -------        --------        ----

         Net interest income after provision for
           (recoveries of) losses on loans                              1,818        1,892             903          992

Other income
  Gain on sale of investment securities                                     4          105               4          105
  Other operating                                                         135          109              70           57
                                                                       ------       ------         -------      -------
         Total other income                                               139          214              74          162

General, administrative and other expense
  Employee compensation and benefits                                      654          698             320          360
  Occupancy and equipment                                                  60           59              31           31
  Federal deposit insurance premiums                                       28          647              14           48
  Franchise taxes                                                         160          121              82           51
  Data processing                                                          96           86              47           43
  Other operating                                                         213          285             105          144
                                                                       ------       ------          ------       ------
         Total general, administrative and other expense                1,211        1,896             599          677
                                                                        -----        -----          ------       ------

         Earnings before income taxes                                     746          210             378          477

Federal income taxes
  Current                                                                 263           94             127          198
  Deferred                                                                (17)         (21)             (3)         (34)
                                                                      -------      -------        --------      -------
         Total federal income taxes                                       246           73             124          164
                                                                       ------      -------          ------       ------

         NET EARNINGS                                                 $   500      $   137         $   254      $   313
                                                                       ======       ======          ======       ======

         EARNINGS PER SHARE
           Basic                                                         $.32         $.08            $.16         $.19
                                                                          ===          ===             ===          ===

           Diluted                                                       $.31         $.08            $.16         $.19
                                                                          ===          ===             ===          ===

</TABLE>

                                        4


<PAGE>

<TABLE>

                               ASB Financial Corp.
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                                 1997              1996
<S>                                                                                               <C>              <C>
Cash flows from operating activities:
  Net earnings for the period                                                               $     500         $     137
  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                                             17                47
    Amortization of deferred loan origination fees                                                (33)              (26)
    Depreciation and amortization                                                                  38                41
    Amortization of expense related to stock benefit plans                                        267               290
    Provision for (recoveries of) losses on loans                                                  (4)               22
    Gain on sale of investment securities                                                          (4)             (105)
    Federal Home Loan Bank stock dividends                                                        (25)              (24)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                  47               154
      Prepaid expenses and other assets                                                           167               183
      Accrued interest payable                                                                    (33)              (17)
      Other liabilities                                                                            11                 5
      Federal income taxes
        Current                                                                                   (50)             (263)
        Deferred                                                                                  (17)              (21)
                                                                                            ---------         ---------
         Net cash provided by operating activities                                                881               423

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                               5,664             5,949
  Purchase of investment securities                                                            (2,758)           (3,207)
  Proceeds from sale of investment securities                                                     119               105
  Principal repayments on mortgage-backed securities                                            1,354             1,145
  Loan principal repayments                                                                     7,395            10,497
  Loan disbursements                                                                          (10,572)          (11,065)
  Purchase of office equipment                                                                     (2)               -
  Decrease in certificates of deposit in other financial institutions - net                     1,461             1,076
                                                                                              -------           -------
         Net cash provided by investing activities                                              2,661             4,500
                                                                                              -------           -------

         Net cash provided by operating and investing
           activities (subtotal carried forward)                                                3,542             4,923
                                                                                              -------           -------
</TABLE>








                                        5


<PAGE>

<TABLE>

                               ASB Financial Corp.
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                                 1997              1996
<S>                                                                                               <C>               <C>
         Net cash provided by operating and investing
           activities (subtotal brought forward)                                               $3,542            $4,923

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                              1,057             4,011
  Proceeds from Federal Home Loan Bank advances                                                 1,000                -
  Repayment of Federal Home Loan Bank advances                                                 (1,015)              (14)
  Proceeds from other borrowed money                                                               -              3,000
  Repayment of other borrowed money                                                              (100)               -
  Advances by borrowers for taxes and insurance                                                   (13)              (28)
  Proceeds from exercise of stock options                                                          -                103
  Purchase of treasury stock                                                                     (900)               -
  Dividends paid on common stock                                                                 (335)           (8,951)
                                                                                               ------             -----
         Net cash used in financing activities                                                   (306)           (1,879)
                                                                                               ------             -----

Net increase in cash and cash equivalents                                                       3,236             3,044

Cash and cash equivalents at beginning of period                                                3,850             3,836
                                                                                                -----             -----

Cash and cash equivalents at end of period                                                     $7,086            $6,880
                                                                                                =====             =====


Supplemental  disclosure of cash flow  information:  Cash paid during the period
  for:
    Federal income taxes                                                                      $   180           $   367
                                                                                               ======            ======

    Interest on deposits and borrowings                                                        $2,507            $2,316
                                                                                                =====             =====

Supplemental disclosure of noncash investing activities:
  Unrealized gains on securities designated as available for
    sale, net of related tax effects                                                          $   268           $   371
                                                                                               ======            ======
</TABLE>













                                        6



<PAGE>


                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the three and six months ended December 31, 1997 and 1996


    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, 1997. 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,  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
    ASB Financial  Corp.  (the  "Corporation")  and American  Savings Bank,  fsb
    ("American" or the "Savings Bank"). All significant  intercompany items have
    been eliminated.

    3.   Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  shares
    outstanding  during  the  period,  less  shares in the ASB  Financial  Corp.
    Employee  Stock  Ownership  Plan (the "ESOP") that are  unallocated  and not
    committed to be released.  Weighted-average common shares outstanding, which
    gives effect to 114,563  unallocated  ESOP  shares,  totaled  1,575,485  and
    1,551,253  for the six and three month  periods  ended  December  31,  1997,
    respectively. Weighted-average common shares deemed outstanding, which gives
    effect to 111,352  unallocated ESOP shares,  totaled 1,619,645 and 1,620,812
    for the six and three month periods ended December 31, 1996.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    1,607,026 and  1,583,846 for the six and three month periods ended  December
    31, 1997,  respectively,  and  1,635,323 and 1,640,797 for the six and three
    months ended December 31, 1996, respectively.

    4.   Effects of Recent Accounting Pronouncements

    In June 1996, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards ("SFAS") No. 125,  "Accounting
    for  Transfers  and  Servicing of Financial  Assets and  Extinguishments  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


                                        7


<PAGE>


                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three and six months ended December 31, 1997 and 1996


    4.   Effects of Recent Accounting Pronouncements (continued)

    assets.  The  new  accounting  method,  known  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.

    In June  1997,  the FASB  issued  SFAS  No.  130,  "Reporting  Comprehensive
    Income."  SFAS No. 130  establishes  standards  for reporting and display of
    comprehensive  income  and its  components  (revenues,  expenses,  gains and
    losses) in a full set of general-purpose financial statements.  SFAS No. 130
    requires that all items that are required to be recognized  under accounting
    standards as components of  comprehensive  income be reported in a financial
    statement  that is displayed  with the same  prominence  as other  financial
    statements.  It does not  require  a  specific  format  for  that  financial
    statement  but requires that an  enterprise  display an amount  representing
    total comprehensive income for the period in that financial statement.

    SFAS  No.  130  requires  that an  enterprise  (a)  classify  items of other
    comprehensive  income  by their  nature  in a  financial  statement  and (b)
    display the accumulated  balance of other  comprehensive  income  separately
    from retained earnings and additional  paid-in capital in the equity section
    of a statement of financial  position.  SFAS No. 130 is effective for fiscal
    years  beginning  after  December  15, 1997.  Reclassification  of financial
    statements  for  earlier  periods  provided  for  comparative   purposes  is
    required.  SFAS No. 130 is not  expected  to have a  material  impact on the
    Corporation's financial statements.


                                        8


<PAGE>


                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three and six months ended December 31, 1997 and 1996


    4.   Effects of Recent Accounting Pronouncements (continued)

    In June 1997, the FASB issued SFAS No. 131,  "Disclosures  about Segments of
    an Enterprise and Related  Information." SFAS No. 131 significantly  changes
    the way that public business  enterprises report information about operating
    segments in annual financial  statements and requires that those enterprises
    report selected  information about reportable  segments in interim financial
    reports issued to shareholders.  It also  establishes  standards for related
    disclosures  about  products  and  services,   geographic  areas  and  major
    customers.  SFAS No. 131 uses a "management  approach" to disclose financial
    and  descriptive  information  about the way that  management  organizes the
    segments within the enterprise for making operating  decisions and assessing
    performance.  For many  enterprises,  the  management  approach  will likely
    result in more segments being reported.  In addition,  SFAS No. 131 requires
    significantly  more information to be disclosed for each reportable  segment
    than is presently  being  reported in annual  financial  statements and also
    requires  that  selected   information  be  reported  in  interim  financial
    statements.  SFAS No. 131 is  effective  for fiscal  years  beginning  after
    December 15, 1997. SFAS No. 131 is not expected to have a material impact on
    the Corporation's financial statements.





























                                        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, 1997 to
  December 31, 1997

At December 31, 1997,  the  Corporation's  assets  totaled  $113.2  million,  an
increase of $707,000,  or .6%,  over the $112.5  million of total assets at June
30,  1997.  The  increase  in assets was funded  primarily  by growth in savings
deposits of $1.1 million, which was partially offset by a decrease in borrowings
of $115,000 and a decrease in shareholders' equity of $200,000.

Liquid assets (i.e. cash, interest-bearing deposits and certificates of deposit)
increased by $1.8 million over June 30, 1997 levels,  to a total of $9.9 million
at December 31, 1997.  Investment  securities  totaled $15.9 million at December
31,  1997,  a decrease of $2.7  million,  or 14.7%,  from June 30, 1997  levels.
During  the six  months  ended  December  31,  1997,  maturities  of  investment
securities  totaled $5.7 million,  which were  partially  offset by purchases of
$2.8 million. Regulatory liquidity amounted to 10.5% at December 31, 1997.

Loans  receivable  increased  by $3.2  million,  or 4.3%,  during  the six month
period,  to a total of $77.4  million at December 31, 1997.  Loan  disbursements
amounted to $10.6 million and were partially  offset by principal  repayments of
$7.4 million.  The allowance  for loan losses  totaled  $806,000 at December 31,
1997,  a  decrease  of  $14,000  from  the  $820,000  total  at June  30,  1997.
Nonperforming  loans  totaled $1.0 million and $1.1 million at December 31, 1997
and June 30, 1997, respectively. The allowance for loan losses represented 78.3%
and 71.6% of  nonperforming  loans as of December  31,  1997 and June 30,  1997,
respectively. Although management believes that its allowance for loan losses at
December 31, 1997, is adequate based upon the available facts and circumstances,
there can be no assurance that additions to such allowance will not be necessary
in future periods,  which could adversely  affect the  Corporation's  results of
operations.

Deposits  totaled  $90.8  million at  December  31,  1997,  an  increase of $1.1
million,  or 1.2%,  over June 30, 1997  levels.  The growth in  deposits  can be
primarily  attributed  to  management's  efforts to maintain a moderate  rate of
growth through marketing strategies.

Borrowings  decreased by $115,000 during the six months ended December 31, 1997,
to a total of $3.3 million, due to scheduled principal repayments.

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,  1997,  American's  tangible  and core  capital  totaled  $14.1
million,  or 12.7%,  of  adjusted  total  assets,  which  exceeded  the  minimum
requirements  of $1.7  million  and $3.3  million  by $12.4  million  and  $10.7
million, respectively.  American's risk-based capital of $14.7 million, or 27.6%
of risk-weighted assets, exceeded the current 8% requirement by $10.5 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 Six Month Periods Ended December 31, 
  1997 and 1996

General

Net earnings amounted to $500,000 for the six months ended December 31, 1997, an
increase of $363,000,  or 265%,  over the $137,000 of net earnings  reported for
the same period in 1996.  The increase in earnings  resulted  primarily from the
absence of a one-time  after-tax charge totaling  $364,000 recorded in 1996 as a
result  of  the  Savings  Association  Insurance  Fund  (SAIF)  recapitalization
assessment,  coupled  with a $134,000  decrease in general,  administrative  and
other expense and a $26,000 decrease in the provision for losses on loans, which
were partially  offset by a $100,000  decrease in net interest income, a $75,000
decrease in other income and a $173,000  increase in the  provision  for federal
income taxes.

Net Interest Income

Net interest  income  decreased by $100,000,  or 5.2%,  for the six months ended
December  31,  1997,  compared  to the 1996  period.  Interest  income  on loans
increased by $278,000,  or 9.6%, due primarily to a $6.8 million increase in the
average balance of loans outstanding year to year. Interest income on investment
and mortgage-backed securities and interest-bearing deposits and other decreased
by $203,000,  or 15.3%,  due primarily to a $5.8 million decrease in the average
portfolio balance outstanding.

Interest expense on deposits increased by $132,000,  or 5.9%, due primarily to a
$5.0  million  increase in average  deposits  outstanding.  Interest  expense on
borrowings  increased by $43,000,  or 66.2%, due primarily to an increase in the
average balance of borrowings outstanding.

The decline in the investment and mortgage-backed securities portfolios, as well
as the decline in interest-bearing  deposits year to year, reflects use of these
assets to partially  fund the return of capital  distribution  which was paid in
December 1996. The increase in average borrowings year to year was primarily due
to funding the return of capital distribution.

Provision for (Recovery of) Losses on Loans

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.  The recovery of losses on loans totaled $4,000
during the six month  period  ended  December  31,  1997,  compared to a $22,000
charge during the comparable  period in 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.





                                       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,
1997 and 1996 (continued)

Other Income

Other income  decreased by $75,000,  or 35.0%, for the six months ended December
31, 1997,  compared to the same period in 1996, due primarily to a $105,000 gain
on sale of investment securities recorded during the 1996 period,  compared to a
$4,000  gain  recorded  during the 1997 six month  period,  which was  partially
offset by a $26,000,  or 23.9%,  increase in other operating income,  consisting
generally  of fees on deposit  accounts and  revenues  from an agreement  with a
third-party vendor of alternative investment products.

General, Administrative and Other Expense

General,  administrative  and other  expense  decreased by  $685,000,  or 36.1%,
during the six months ended  December  31, 1997,  compared to the same period in
1996. This decrease  resulted  primarily from the absence of the $551,000 charge
recorded in 1996 in connection  with the SAIF  recapitalization,  coupled with a
$44,000, or 6.3%, decrease in employee  compensation and benefits, a $68,000, or
70.8%,  decrease  in  federal  deposit  insurance  premiums  (exclusive  of  the
recapitalization  assessment)  and  a  $72,000,  or  25.3%,  decrease  in  other
operating expenses, which were partially offset by a $39,000, or 32.2%, increase
in franchise taxes. The decrease in employee  compensation  generally reflects a
decline in costs associated with the  Corporation's  stock benefit plans year to
year. The decrease in federal  deposit  insurance  premiums is a result of lower
premium rates following the  recapitalization  of the SAIF in November 1996. The
decline in other  operating  expense  was due  primarily  to  professional  fees
incurred  in  the  1996  period  in  connection   with  the  return  of  capital
distribution,  coupled  with a decline  in  expenses  for real  estate  acquired
through  foreclosure.  The  increase in franchise  taxes  reflects the growth in
equity year to year.

Federal Income Taxes

The provision for federal income taxes  increased by $173,000,  or 237%, for the
six months ended  December 31, 1997,  compared to the same period in 1996.  This
increase  resulted  primarily from the increase in net earnings  before taxes of
$536,000,  or 255%.  The  effective  tax rates  were 33.0% and 34.8% for the six
months ended December 31, 1997 and 1996, respectively.


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

General

Net earnings  amounted to $254,000 for the three months ended December 31, 1997,
a decrease of $59,000,  or 18.8%, from the $313,000 of net earnings reported for
the same period in 1996.  The  decrease in earnings  resulted  primarily  from a
$93,000 decrease in net interest income and an $88,000 decrease in other income,
which were partially offset by a $78,000 decrease in general, administrative and
other expense and a $40,000 decrease 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,
  1997 and 1996 (continued)

Net Interest Income

Net interest  income  decreased by $93,000,  or 9.4%, for the three months ended
December  31,  1997,  compared  to the 1996  period.  Interest  income  on loans
increased by $144,000,  or 9.9%, due primarily to a $7.4 million increase in the
average balance of loans outstanding year to year. Interest income on investment
and  mortgage-backed  securities  and  interest-bearing  deposits  decreased  by
$168,000, or 24.0%, due primarily to a decrease in the average portfolio balance
outstanding.  Interest  expense on deposits  increased by $49,000,  or 4.4%, due
primarily to a $4.4 million increase in the balance of deposits outstanding year
to year.  Interest expense on borrowings  increased by $20,000, or 60.6%, due to
an increase in the average balance of borrowings outstanding year to year.

Other Income

Other income  totaled  $74,000 for the three  months ended  December 31, 1997, a
decrease of $88,000,  or 54.3%,  from the comparable 1996 quarter.  The decrease
resulted  primarily  from a  $101,000  decrease  in gain  on sale of  investment
securities, which was partially offset by an increase in other operating income.

Provision for (Recovery of) Losses on Loans

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.  The recovery of losses on loans totaled $4,000
during the three month period ended December 31, 1997. 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.

General, Administrative and Other Expense

General, administrative and other expense decreased by $78,000, or 11.5%, during
the three months ended  December 31, 1997,  compared to the same period in 1996.
This decrease resulted primarily from a $40,000, or 11.1%,  decrease in employee
compensation  and benefits,  a $34,000,  or 70.8%,  decrease in federal  deposit
insurance premiums and a $39,000,  or 27.1%,  decrease in other expenses,  which
were partially offset by a $31,000,  or 60.8%,  increase in franchise taxes, for
the reasons discussed above.






                                       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  December 31,
  1997 and 1996 (continued)

Federal Income Taxes

The provision for federal income taxes decreased by $40,000,  or 24.4%,  for the
three months ended December 31, 1997,  compared to the same period in 1996. This
decrease  resulted  primarily from the decrease in net earnings  before taxes of
$99,000,  or 20.8%.  The  effective tax rates were 32.8% and 34.4% for the three
months ended December 31, 1997 and 1996, respectively.

Other Matters

As with all providers of financial  services,  the Savings Bank's operations are
heavily  dependent  on  information  technology  systems.  The  Savings  Bank is
addressing  the potential  problems  associated  with the  possibility  that the
computers  that  control or operate the Savings  Bank's  information  technology
system and  infrastructure  may not be programmed to read  four-digit date codes
and, upon arrival of the year 2000, may recognize the two-digit code "00" as the
year 1900,  causing  systems to fail to function or to generate  erroneous data.
The  Savings  Bank is working  with the  companies  that  supply or service  its
information  technology  systems to  identify  and remedy any year 2000  related
problems.

As of the date of this Form  10-QSB,  the Savings  Bank has not  identified  any
specific  expenses that are reasonably likely to be incurred by the Savings Bank
in connection with this issue and does not expect to incur  significant  expense
to implement  the  necessary  corrective  measures.  No assurance  can be given,
however, that significant expense will not be incurred in future periods. In the
event that the Savings  Bank is  ultimately  required  to  purchase  replacement
computer systems,  programs and equipment,  or incur substantial expense to make
the Savings Bank's current systems,  programs and equipment year 2000 compliant,
the Savings  Bank's net  earnings  and  financial  condition  could be adversely
affected.

In addition to possible  expense  related to its own  systems,  the Savings Bank
could  incur  losses if loan  payments  are  delayed  due to year 2000  problems
affecting any major borrowers in the Savings Bank's primary market area. Because
the  Savings  Bank's  loan  portfolio  is  highly  diversified  with  regard  to
individual  borrowers and types of  businesses  and the Savings  Bank's  primary
market area is not  significantly  dependent upon one employer or industry,  the
Savings Bank does not expect any significant or prolonged difficulties that will
affect net earnings or cash flow.









                                       14


<PAGE>


                               ASB Financial Corp.

                                     PART II


ITEM 1.  Legal Proceedings

               Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

               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

               Effective  January 1, 1998,  Robert M. Smith was named  President
               and Chief  Executive  Officer of ASB Financial Corp. and American
               Savings Bank,  fsb.  Gerald R. Jenkins,  who retired as President
               and CEO, remains a director of both companies.

ITEM 6.  Exhibits and Reports on Form 8-K

               Form 8-K:         None.

               Exhibits:         Financial data schedule for the six months 
                                   ended December 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:   February 6, 1998                By:  /s/Robert M. Smith
                                             Robert M. Smith
                                             President, Chief Executive Officer
                                             and Chief Financial Officer





































                                       16

<TABLE> <S> <C>


<ARTICLE>                                               9
                    
<MULTIPLIER>                                        1,000
       
<S>                                                <C>
<PERIOD-TYPE>                                        6-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   DEC-31-1997
<CASH>                                                 415
<INT-BEARING-DEPOSITS>                               6,671
<FED-FUNDS-SOLD>                                         0
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                         23,238
<INVESTMENTS-CARRYING>                                   0
<INVESTMENTS-MARKET>                                     0
<LOANS>                                             77,350
<ALLOWANCE>                                            806
<TOTAL-ASSETS>                                     113,176
<DEPOSITS>                                          90,809
<SHORT-TERM>                                             0
<LIABILITIES-OTHER>                                  1,597
<LONG-TERM>                                          3,269
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                          17,501
<TOTAL-LIABILITIES-AND-EQUITY>                     113,176
<INTEREST-LOAN>                                      3,161
<INTEREST-INVEST>                                    1,011
<INTEREST-OTHER>                                       116
<INTEREST-TOTAL>                                     4,288
<INTEREST-DEPOSIT>                                   2,366
<INTEREST-EXPENSE>                                   2,474
<INTEREST-INCOME-NET>                                1,814
<LOAN-LOSSES>                                           (4)
<SECURITIES-GAINS>                                       4
<EXPENSE-OTHER>                                      1,211
<INCOME-PRETAX>                                        746
<INCOME-PRE-EXTRAORDINARY>                             500
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           500
<EPS-PRIMARY>                                          .32
<EPS-DILUTED>                                          .31
<YIELD-ACTUAL>                                        3.29
<LOANS-NON>                                             92
<LOANS-PAST>                                           938
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                          0
<ALLOWANCE-OPEN>                                       820
<CHARGE-OFFS>                                           11
<RECOVERIES>                                             1
<ALLOWANCE-CLOSE>                                      806
<ALLOWANCE-DOMESTIC>                                     0
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                                806
        



</TABLE>


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