ASB FINANCIAL CORP /OH
10QSB, 1998-05-14
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, 1998
                               ----------------------------------------

                                       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 11,  1998,  the  latest  practicable  date,  1,635,346  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>


                               ASB Financial Corp.

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                              March 31,            June 30,
         ASSETS                                                                    1998                1997
<S>                                                                              <C>                    <C>
Cash and due from banks                                                        $    354            $    376
Interest-bearing deposits in other financial institutions                         6,724               3,474
                                                                                -------             -------
         Cash and cash equivalents                                                7,078               3,850

Certificates of deposit in other financial institutions                           2,298               4,258
Investment securities available for sale - at market                             15,148              18,660
Mortgage-backed securities available for sale - at market                         9,736               8,560
Loans receivable - net                                                           77,778              74,136
Office premises and equipment - at depreciated cost                                 953                 944
Federal Home Loan Bank stock - at cost                                              713                 675
Accrued interest receivable on loans                                                107                  95
Accrued interest receivable on mortgage-backed securities                            66                  78
Accrued interest receivable on investments and interest-
  bearing deposits                                                                  335                 356
Prepaid expenses and other assets                                                   570                 604
Prepaid federal income taxes                                                         45                  62
Deferred federal income taxes                                                        80                 191
                                                                                -------             -------

         Total assets                                                          $114,907            $112,469
                                                                                =======             =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                       $ 91,017            $ 89,752
Advances from the Federal Home Loan Bank                                          3,861               2,884
Other borrowed money                                                                400                 500
Advances by borrowers for taxes and insurance                                       102                 169
Accrued interest payable                                                            704                 112
Other liabilities                                                                 1,361               1,351
                                                                                -------             -------
         Total liabilities                                                       97,445              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                                                      8,076               8,023
  Retained earnings - restricted                                                 11,464              11,187
  Shares acquired by stock benefit plans                                         (1,677)             (1,921)
  Less 86,066 shares of treasury stock - at cost                                 (1,143)                 -
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                      742                 412
                                                                                -------             -------
         Total shareholders' equity                                              17,462              17,701
                                                                                -------             -------

         Total liabilities and shareholders' equity                            $114,907            $112,469
                                                                                =======             =======
</TABLE>



                                        3



<PAGE>


                                                ASB Financial Corp.

<TABLE>
<CAPTION>
                                        CONSOLIDATED STATEMENTS OF EARNINGS
                                         (In thousands, except share data)

                                                                       Nine months ended             Three months ended
                                                                            March 31,                     March 31,
                                                                       1998         1997              1998         1997
<S>                                                                     <C>          <C>               <C>          <C>
Interest income
  Loans                                                              $4,757       $4,383            $1,596       $1,500
  Mortgage-backed securities                                            428          518               134          162
  Investment securities                                               1,068        1,138               351          349
  Interest-bearing deposits and other                                   158          253                42           68
                                                                     ------       ------           -------      -------
         Total interest income                                        6,411        6,292             2,123        2,079

Interest expense
  Deposits                                                            3,551        3,374             1,185        1,140
  Borrowings                                                            161          113                53           48
                                                                     ------       ------           -------      -------
         Total interest expense                                       3,712        3,487             1,238        1,188
                                                                      -----        -----             -----        -----

         Net interest income                                          2,699        2,805               885          891

Provision for (recoveries of) losses on loans                           (12)          22                (8)          -
                                                                    -------      -------          --------        ----

         Net interest income after provision
           for (recoveries of) losses on loans                        2,711        2,783               893          891

Other income
  Gain (loss) on sale of investment securities                            4          103                -            (2)
  Other operating                                                       192          178                57           69
                                                                     ------       ------           -------      -------
         Total other income                                             196          281                57           67

General, administrative and other expense
  Employee compensation and benefits                                    946        1,056               292          358
  Occupancy and equipment                                                88           89                28           30
  Federal deposit insurance premiums                                     43          650                15            3
  Franchise taxes                                                       213          175                53           54
  Data processing                                                       147          132                51           46
  Other operating                                                       309          400                96          115
                                                                     ------       ------           -------       ------
         Total general, administrative and other expense              1,746        2,502               535          606
                                                                      -----        -----            ------       ------

         Earnings before income taxes                                 1,161          562               415          352

Federal income taxes
  Current                                                               444          278               181          184
  Deferred                                                              (59)         (88)              (42)         (67)
                                                                    -------      -------           -------      -------
         Total federal income taxes                                     385          190               139          117
                                                                     ------       ------            ------       ------

         NET EARNINGS                                               $   776      $   372           $   276      $   235
                                                                     ======       ======            ======       ======

         EARNINGS PER SHARE
           Basic                                                       $.50         $.23              $.18         $.14
                                                                        ===          ===               ===          ===

           Diluted                                                     $.49         $.23              $.18         $.14
                                                                        ===          ===               ===          ===
</TABLE>

                                        4


<PAGE>


                               ASB Financial Corp.

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                       1998              1997
<S>                                                                                     <C>              <C>
Cash flows from operating activities:
  Net earnings for the period                                                     $     776         $     372
  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                                    6                59
    Amortization of deferred loan origination fees                                      (66)              (38)
    Depreciation and amortization                                                        55                60
    Amortization of expense related to employee benefit plans                           297               290
    Provision for (recoveries of) losses on loans                                       (12)               22
    Gain on sale of investment securities                                                (4)             (103)
    Federal Home Loan Bank stock dividends                                              (38)              (36)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                        21               148
      Prepaid expenses and other assets                                                  34                17
      Accrued interest payable                                                          592               522
      Other liabilities                                                                  10                45
      Federal income taxes
        Current                                                                          17               (82)
        Deferred                                                                        (59)              (88)
                                                                                  ---------         ---------
         Net cash provided by operating activities                                    1,629             1,188

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                     9,329             6,449
  Proceeds from sales of investment securities                                          119               103
  Purchase of investment securities                                                  (5,558)           (4,804)
  Purchase of mortgage-backed securities                                             (2,572)               -
  Principal repayments on mortgage-backed securities                                  1,516             1,518
  Loan principal repayments                                                          13,851            13,555
  Loan disbursements                                                                (17,415)          (16,451)
  Purchase of office premises and equipment                                             (64)              (11)
  Decrease in certificates of deposit in other financial institutions - net           1,960             2,245
                                                                                    -------           -------
         Net cash provided by investing activities                                    1,166             2,604

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                    1,265             3,929
  Proceeds from Federal Home Loan Bank advances                                       3,000             2,000
  Repayment of Federal Home Loan Bank advances                                       (2,023)           (2,022)
  Proceeds from other borrowed money                                                     -              3,500
  Repayment of other borrowed money                                                    (100)           (3,000)
  Advances by borrowers for taxes and insurance                                         (67)              (81)
  Proceeds from exercise of stock options                                                -                103
  Purchase of treasury stock                                                         (1,143)               -
  Distributions paid on common stock                                                   (499)           (9,124)
                                                                                   --------           -------
         Net cash provided by (used in) financing activities                            433            (4,695)
                                                                                   --------           -------

Net increase (decrease) in cash and cash equivalents                                  3,228              (903)

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

Cash and cash equivalents at end of period                                         $  7,078          $  2,933
                                                                                    =======           =======

</TABLE>

                                        5


<PAGE>


                               ASB Financial Corp.

<TABLE>
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                     1998              1997
<S>                                                                                   <C>               <C>
Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
     Federal income taxes                                                           $  305            $  367
                                                                                    ======             =====

     Interest on deposits and borrowings                                            $3,120            $2,965
                                                                                     =====             =====

Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                      $  330            $  (37)
                                                                                     =====             ===== 
</TABLE>



































                                        6



<PAGE>


                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the three and nine months ended March 31, 1998 and 1997


    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,
    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  nine  month  periods  ended  March  31,  1998  are not
    necessarily  indicative  of the results which may be expected for the entire
    fiscal year.

    2.   Principles of Consolidation

    The accompanying  consolidated  financial statements include the accounts of
    ASB Financial Corp. and its wholly owned subsidiary,  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 114,410  unallocated  ESOP  shares,  totaled  1,559,070  and
    1,525,198  for the nine and  three  month  periods  ended  March  31,  1998,
    respectively. Weighted-average common shares deemed outstanding, which gives
    effect to 111,352  unallocated ESOP shares,  totaled 1,621,710 and 1,620,812
    for the nine and three month periods ended March 31, 1997.

    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
    1,592,141 and 1,563,618 for the nine and three month periods ended March 31,
    1998, respectively, and 1,634,719 and 1,659,232 for the nine and three month
    periods ended March 31, 1997, 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 nine months ended March 31, 1998 and 1997


    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  adopted SFAS No. 125  effective  January 1, 1998, as
    required,   without  material  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 nine months ended March 31, 1998 and 1997


    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 March 31, 1998

At March 31, 1998, the Corporation's  assets totaled $114.9 million, an increase
of $2.4 million,  or 2.2%,  over the $112.5  million of total assets at June 30,
1997. The increase in assets was funded  primarily by growth in deposits of $1.3
million and net  proceeds  from Federal Home Loan Bank  advances  totaling  $1.0
million,  which were partially offset by a decrease in  shareholders'  equity of
$239,000.

Liquid assets (i.e. cash, interest-bearing deposits and certificates of deposit)
increased by $1.3 million over June 30, 1997 levels,  to a total of $9.4 million
at March 31, 1998.  Investment  securities  totaled  $15.1  million at March 31,
1998, a decrease of $3.5 million,  or 18.8%,  from June 30, 1997 levels.  During
the nine months  ended  March 31,  1998,  maturities  of  investment  securities
totaled $9.3 million, which were partially offset by purchases of $5.6 million.

Loans  receivable  increased  by $3.6  million,  or 4.9%,  during the nine month
period ended March 31, 1998,  to a total of $77.8  million.  Loan  disbursements
amounted to $17.4 million and were partially  offset by principal  repayments of
$13.9 million. The allowance for loan losses totaled $806,000 at March 31, 1998,
a decrease of $14,000  from the $820,000  total at June 30, 1997.  Nonperforming
loans  totaled  $157,000  and $1.1  million at March 31, 1998 and June 30, 1997,
respectively.  The  allowance  for loan losses  represented  513.4% and 71.6% of
nonperforming  loans as of March  31,  1998  and  June 30,  1997,  respectively.
Although  management  believes  that its  allowance for loan losses at March 31,
1998, 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  $91.0 million at March 31, 1998, an increase of $1.3 million,
or 1.4%,  over June 30, 1997  levels.  The growth in deposits  can be  primarily
attributed to management's efforts to maintain a moderate rate of deposit growth
through marketing strategies.

Borrowings increased by $877,000 during the nine months ended March 31, 1998, to
a total of $4.3  million,  due to  proceeds  from new  Federal  Home  Loan  Bank
advances, and were partially offset by scheduled principal repayments.

Shareholders'  equity  totaled  $17.5  million at March 31,  1998, a decrease of
$239,000,  or 1.4%, from June 30, 1997 levels.  The decrease resulted  primarily
from  purchases of treasury  stock  totaling $1.1 million,  which were partially
offset by undistributed net earnings of $277,000,  amortization of stock benefit
plan expense totaling $244,000 and an increase in unrealized gains on securities
designated as available for sale of $330,000.

American is required to meet minimum capital standards promulgated by the Office
of Thrift Supervision ("OTS"). At March 31, 1998,  American's regulatory capital
was well in excess of the minimum capital requirements.




                                       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, 1998
and 1997

General

Net earnings  amounted to $776,000 for the nine months ended March 31, 1998,  an
increase of $404,000,  or 108.6%, over the $372,000 of net earnings reported for
the same period in 1997.  The increase in earnings  resulted  primarily from the
absence of a one-time after-tax charge totaling $364,000 recorded in fiscal 1997
as a result of the Savings  Association  Insurance Fund (SAIF)  recapitalization
assessment,  coupled  with a $205,000  decrease in general,  administrative  and
other expense and a $34,000 decrease in the provision for losses on loans, which
were partially offset by a $106,000  decrease in net interest income, an $85,000
decrease in other income and a $195,000  increase in the  provision  for federal
income taxes.

Net Interest Income

Net interest  income  decreased by $106,000,  or 3.8%, for the nine months ended
March 31, 1998, compared to the 1997 period.  Interest income on loans increased
by $374,000,  or 8.5%,  due primarily to a $6.7 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
$255,000,  or 13.4%,  due  primarily to a $4.3  million  decrease in the average
portfolio balance outstanding.

Interest expense on deposits increased by $177,000,  or 5.2%, due primarily to a
$4.7 million increase in the average balance of deposits  outstanding.  Interest
expense on  borrowings  increased  by $48,000,  or 42.5%,  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 $8.6  million  return of capital  distribution  in
December 1996. The increase in average borrowings year to year was primarily due
to utilization of borrowings to fund 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 $12,000
during  the nine  month  period  ended  March 31,  1998,  compared  to a $22,000
provision  recorded during the comparable period in fiscal 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.




                                       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, 1998
and 1997 (continued)

Other Income

Other income decreased by $85,000, or 30.2%, for the nine months ended March 31,
1998,  compared to the same period in 1997,  due primarily to a $103,000 gain on
sale of investment  securities  recorded  during the 1997 period,  compared to a
$4,000 gain  recorded  during the 1998 nine month  period,  which was  partially
offset by a $14,000,  or 7.9%,  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  $756,000,  or 30.2%,
during the nine  months  ended  March 31,  1998,  compared to the same period in
1997. This decrease  resulted  primarily from the absence of the $551,000 charge
recorded in fiscal 1997 in connection  with the SAIF  recapitalization,  coupled
with a $110,000,  or 10.4%,  decrease in employee  compensation and benefits,  a
$56,000, or 56.6%,  decrease in federal deposit insurance premiums (exclusive of
the  recapitalization  assessment)  and a $91,000 , or 22.8%,  decrease in other
operating expenses, which were partially offset by a $38,000, or 21.7%, increase
in franchise taxes. The decrease in employee  compensation and benefits resulted
from the retirement of an officer, increased deferrals of loan origination costs
under SFAS No. 91 and a reduction of stock benefit plan expense. The decrease in
federal deposit insurance  premiums is a result of lower premium rates following
the recapitalization of the SAIF in 1996. The decline in other operating expense
was due  primarily to  professional  fees  incurred in fiscal 1997 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 $195,000, or 102.6%, for the
nine months  ended March 31,  1998,  compared to the same period in fiscal 1997.
This increase resulted  primarily from the increase in net earnings before taxes
of $599,000,  or 106.6%.  The  effective  tax rates were 33.2% and 33.8% for the
nine months ended March 31, 1998 and 1997, respectively.


Comparison of Operating Results for the Three Month Periods Ended March 31, 1998
and 1997

General

Net earnings  amounted to $276,000 for the three months ended March 31, 1998, an
increase of $41,000,  or 17.4%,  over the $235,000 of net earnings  reported for
the same period in 1997.  The  increase in earnings  resulted  primarily  from a
$71,000  decrease  in  general,  administrative  and other  expense and a $2,000
increase in net interest income after provision for losses on loans,  which were
partially offset by a $10,000 decrease in other income and a $22,000 increase in
the provision for federal income taxes.


                                       12



<PAGE>


                               ASB Financial Corp.

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


Comparison of Operating Results for the Three Month Periods Ended March 31, 1998
and 1997 (continued)

Net Interest Income

Net  interest  income  decreased  by $6,000,  or .7%, for the three months ended
March 31, 1998, compared to the 1997 period.  Interest income on loans increased
by $96,000,  or 6.4%,  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 $52,000,
or  9.0%,  due  primarily  to  a  decrease  in  the  average  portfolio  balance
outstanding.  Interest  expense on deposits  increased by $45,000,  or 3.9%, due
primarily to a $3.5 million increase in the balance of deposits outstanding year
to year. Interest expense on borrowings increased by $5,000, or 10.4%, due to an
increase in the average balance of borrowings outstanding year to year.

Other Income

Other  income  totaled  $57,000 for the three  months  ended March 31,  1998,  a
decrease of $10,000,  or 14.9%,  from the comparable 1997 quarter.  The decrease
resulted primarily from a $12,000 decrease in other operating income,  which was
partially  offset by the  absence  of losses on sales of  investment  securities
during the current period.

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 $8,000
during the three month period  ended March 31,  1998.  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 $71,000, or 11.7%, during
the three months ended March 31, 1998, compared to the same period in 1997. This
decrease  resulted  primarily  from a $66,000,  or 18.4%,  decrease  in employee
compensation and benefits and a $19,000,  or 16.5%,  decrease in other operating
expense,  which were partially  offset by a $12,000  increase in federal deposit
insurance  premiums.  The change in general,  administrative  and other  expense
totals were attributable to the reasons set forth 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 March 31, 1998
and 1997 (continued)

Federal Income Taxes

The provision for federal income taxes increased by $22,000,  or 18.8%,  for the
three  months ended March 31,  1998,  compared to the same period in 1997.  This
increase  resulted  primarily from the increase in net earnings  before taxes of
$63,000,  or 17.9%.  The  effective tax rates were 33.5% and 33.2% for the three
months ended March 31, 1998 and 1997, 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.  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

         None.

ITEM 6.  Exhibits and Reports on Form 8-K

         Form 8-K:         None.

         Exhibits:

           27              Financial  data  schedule for  the nine  months ended
                           March 31, 1998.

  














                                       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:       May 11, 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>                                        9-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   MAR-31-1998
<CASH>                                                 354
<INT-BEARING-DEPOSITS>                               6,724
<FED-FUNDS-SOLD>                                         0
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                         24,884
<INVESTMENTS-CARRYING>                               2,298
<INVESTMENTS-MARKET>                                 2,298
<LOANS>                                             77,778
<ALLOWANCE>                                            806
<TOTAL-ASSETS>                                     114,907
<DEPOSITS>                                          91,017
<SHORT-TERM>                                             0
<LIABILITIES-OTHER>                                  2,167
<LONG-TERM>                                          4,261
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                          17,462
<TOTAL-LIABILITIES-AND-EQUITY>                     114,907
<INTEREST-LOAN>                                      4,757
<INTEREST-INVEST>                                    1,496
<INTEREST-OTHER>                                       158
<INTEREST-TOTAL>                                     6,411
<INTEREST-DEPOSIT>                                   3,551
<INTEREST-EXPENSE>                                   3,712
<INTEREST-INCOME-NET>                                2,699
<LOAN-LOSSES>                                          (12)
<SECURITIES-GAINS>                                       4
<EXPENSE-OTHER>                                      1,746
<INCOME-PRETAX>                                      1,161
<INCOME-PRE-EXTRAORDINARY>                             776
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           776
<EPS-PRIMARY>                                          .50
<EPS-DILUTED>                                          .49
<YIELD-ACTUAL>                                        3.20
<LOANS-NON>                                             63
<LOANS-PAST>                                            94
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                          0
<ALLOWANCE-OPEN>                                       820
<CHARGE-OFFS>                                           11
<RECOVERIES>                                            12
<ALLOWANCE-CLOSE>                                      806
<ALLOWANCE-DOMESTIC>                                     0
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                                806
        


</TABLE>


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