ASB FINANCIAL CORP /OH
10QSB, 2000-05-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended             March 31, 2000
                               ----------------------------------------------

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _______________

Commission File Number:    0-25906
                       --------------

                               ASB FINANCIAL CORP.
- -----------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Ohio                                         31-1429488
- -------------------------------                -----------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                  503 Chillicothe Street Portsmouth, Ohio 45662
- -----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (740) 354-3177
- -----------------------------------------------------------------------------
                           (Issuer's telephone number)

- -----------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.

Yes [    ]        No  [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: May 12, 2000 - 1,573,558 shares of
common stock

Transitional Small Business Disclosure Format (Check one):  Yes [  ]     No [X]



                               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 Comprehensive Income                 5

            Consolidated Statements of Cash Flows                           6

            Notes to Consolidated Financial Statements                      8

            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                                                                                2000                1999
<S>                                                                                          <C>                  <C>
Cash and due from banks                                                                    $  3,411            $  4,078
Interest-bearing deposits in other financial institutions                                     1,122               3,488
                                                                                            -------             -------
         Cash and cash equivalents                                                            4,533               7,566

Certificates of deposit in other financial institutions                                          99                 293
Investment securities available for sale - at market                                         19,652              19,372
Mortgage-backed securities available for sale - at market                                     8,870              10,232
Loans receivable - net                                                                       91,670              82,430
Office premises and equipment - at depreciated cost                                           1,251               1,047
Federal Home Loan Bank stock - at cost                                                          720                 778
Accrued interest receivable on loans                                                             77                  78
Accrued interest receivable on mortgage-backed securities                                        58                  66
Accrued interest receivable on investments and
  interest-bearing deposits                                                                     338                 290
Prepaid expenses and other assets                                                               557                 714
Prepaid federal income taxes                                                                    258                 200
Deferred federal income tax assets                                                              590                 182
                                                                                            -------             -------

         Total assets                                                                      $128,673            $123,248
                                                                                            =======             =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $107,278            $100,954
Advances from the Federal Home Loan Bank                                                      6,799               5,823
Advances by borrowers for taxes and insurance                                                    89                 168
Accrued interest payable                                                                        761                  93
Other liabilities                                                                             1,113               1,170
                                                                                             -------             -------
         Total liabilities                                                                  116,040             108,208

Shareholders' equity
  Preferred stock, 1,000,000 shares authorized, no par value;
    no shares issued                                                                             -                   -
  Common stock, 4,000,000 no par value shares authorized;
    1,740,854 shares issued                                                                      -                   -
  Additional paid-in capital                                                                  8,455               8,427
  Retained earnings, restricted                                                               7,736               8,909
  Shares acquired by stock benefit plans                                                     (1,059)             (1,418)
  Accumulated comprehensive income (loss), unrealized gains (losses)
    on securities designated as available for sale,
    net of related tax effects                                                                 (442)                265
  Less 167,296 and 86,066 shares of treasury stock - at cost                                 (2,057)             (1,143)
                                                                                            -------             -------
         Total shareholders' equity                                                          12,633              15,040
                                                                                            -------             -------

         Total liabilities and shareholders' equity                                        $128,673            $123,248
                                                                                            =======             =======

</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,
                                                                       2000         1999              2000         1999
<S>                                                                   <C>            <C>            <C>            <C>
Interest income
  Loans                                                              $5,256       $4,781            $1,819       $1,581
  Mortgage-backed securities                                            457          537               150          179
  Investment securities                                               1,135        1,026               378          361
  Interest-bearing deposits and other                                    12           61                 3           15
                                                                      -----        -----             -----        -----
         Total interest income                                        6,860        6,405             2,350        2,136

Interest expense
  Deposits                                                            3,725        3,638             1,280        1,198
  Borrowings                                                            281          240               119           71
                                                                      -----        -----             -----        -----
         Total interest expense                                       4,006        3,878             1,399        1,269
                                                                      ------        -----             -----        -----

         Net interest income                                          2,854        2,527               951          867

Provision for (recoveries of) losses on loans                             1           (1)               -            -
                                                                      -----        -----             -----        -----

         Net interest income after provision for
           (recoveries of) losses on loans                            2,853        2,528               951          867

Other income
  Gain (loss) on investment securities transactions                     (15)          60               (15)          31
  Other operating                                                       239          196                84           66
                                                                      -----        -----             -----        -----
         Total other income                                             224          256                69           97

General, administrative and other expense
  Employee compensation and benefits                                  1,147          921               399          326
  Occupancy and equipment                                                98           87                46           28
  Federal deposit insurance premiums                                     35           41                 6           14
  Franchise taxes                                                       139          152                51           50
  Data processing                                                       224          180                79           70
  Other operating                                                       356          320               104           98
                                                                      -----        -----             -----        -----
         Total general, administrative and other expense              1,999        1,701               685          586
                                                                      -----        -----             -----        -----

         Earnings before income taxes                                 1,078        1,083               335          378

Federal income taxes
  Current                                                               345          294               133          232
  Deferred                                                              (44)          13               (43)        (129)
                                                                      -----        -----             -----        -----
         Total federal income taxes                                     301          307                90          103
                                                                      -----        -----             -----        -----

         NET EARNINGS                                                $  777       $  776            $  245       $  275
                                                                      =====        =====             =====        =====

         EARNINGS PER SHARE
           Basic                                                       $.50         $.49              $.16         $.17
                                                                        ===          ===               ===          ===

           Diluted                                                     $.50         $.48              $.16         $.17
                                                                        ===          ===               ===          ===
</TABLE>


                                        4


<PAGE>


                               ASB Financial Corp.
<TABLE>
<CAPTION>

              CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

                                 (In thousands)


                                                                     For the nine months           For the three months
                                                                        ended March 31,               ended March 31,
                                                                     2000           1999            2000           1999
<S>                                                                   <C>            <C>            <C>             <C>
Net earnings                                                        $ 777           $776           $ 245           $275

Other comprehensive income, net of tax:
  Unrealized holding losses on securities
    during the period net of tax of $(369), $(11),
    $(102) and $(133) in each period, respectively                   (717)           (21)           (197)          (258)

Reclassification adjustment for realized (gains)
  losses included in earnings net of tax of $5, $(21),
  $5 and $(10) in each period, respectively                            10            (40)             10            (20)
                                                                     ----            ---            ----            ---

Comprehensive income (loss)                                         $  70           $715           $  58           $ (3)
                                                                     ====            ===            ====            ===

Accumulated comprehensive income (loss)                             $(442)          $653           $(442)          $653
                                                                     ====            ===            ====            ===
</TABLE>




























                                        5



<PAGE>


                               ASB Financial Corp.
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                                 2000              1999
<S>                                                                                             <C>                 <C>
Cash flows from operating activities:
  Net earnings for the period                                                                 $   777           $   776
  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                                             27                38
    Amortization of deferred loan origination fees                                                (35)              (55)
    Depreciation and amortization                                                                  79                51
    Amortization of expense related to stock benefit plans                                        326               310
    Provisions for (recoveries of) losses on loans                                                  1                (1)
    (Gain) loss on investment securities transactions                                              15               (60)
    Federal Home Loan Bank stock dividends                                                        (42)              (39)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                 (39)                9
      Prepaid expenses and other assets                                                           157                28
      Accrued interest payable                                                                    668               567
      Other liabilities                                                                           (57)             (112)
      Federal income taxes
        Current                                                                                   (58)                3
        Deferred                                                                                  (44)               13
                                                                                               ------            ------
         Net cash provided by operating activities                                              1,775             1,528

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                                 970             9,782
  Purchase of investment securities                                                            (2,103)          (16,808)
  Purchase of mortgage-backed securities                                                           -             (4,735)
  Principal repayments on mortgage-backed securities                                            1,102             2,429
  Loan principal repayments                                                                    12,359            21,699
  Loan disbursements                                                                          (21,565)          (24,375)
  Purchase of office premises and equipment                                                      (283)             (182)
  Decrease in certificates of deposit in other financial institutions - net                       194             1,354
  Redemption of Federal Home Loan Bank stock                                                      100                -
  Proceeds from sale of real estate acquired through foreclosure                                   -                157
                                                                                               ------            ------
         Net cash used in investing activities                                                 (9,226)          (10,679)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                              6,324             4,800
  Proceeds from Federal Home Loan Bank advances                                                 8,500             2,000
  Repayment of Federal Home Loan Bank advances                                                 (7,524)             (524)
  Repayment of other borrowed money                                                                -             (2,500)
  Advances by borrowers for taxes and insurance                                                   (79)              (78)
  Purchase of treasury stock                                                                     (914)               -
  Proceeds from the exercise of stock options                                                      61                -
  Distributions paid on common stock                                                           (1,950)             (295)
                                                                                               ------            ------
         Net cash provided by financing activities                                              4,418             3,403
                                                                                               ------            ------

Net decrease in cash and cash equivalents                                                      (3,033)           (5,748)

Cash and cash equivalents at beginning of period                                                7,566            13,890
                                                                                               ------            ------

Cash and cash equivalents at end of period                                                    $ 4,533           $ 8,142
                                                                                               ======            ======

</TABLE>

                                        6


<PAGE>


                               ASB Financial Corp.
<TABLE>
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                                 2000              1999
<S>                                                                                              <C>               <C>
Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                       $  442            $  302
                                                                                                =====             =====

    Interest on deposits and borrowings                                                        $3,338            $3,311
                                                                                                =====             =====

Supplemental disclosure of noncash investing activities:
  Unrealized losses on securities designated as available for sale,
    net of related tax effects                                                                 $ (707)           $  (61)
                                                                                                =====             =====


</TABLE>

































                                        7



<PAGE>


                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the nine and three months ended March 31, 2000 and 1999


    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,
    1999. 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,  2000,  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
    the Corporation 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
    give  effect  to 51,432  unallocated  ESOP  shares,  totaled  1,555,130  and
    1,544,662  for the nine and  three  month  periods  ended  March  31,  2000.
    Weighted-average  common  shares  deemed  outstanding,  which give effect to
    62,795 unallocated ESOP shares, totaled 1,581,909 and 1,591,993 for the nine
    and three month periods ended March 31, 1999.

    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
    1,561,562 and 1,544,662 for the nine and three month periods ended March 31,
    2000, respectively, and 1,600,414 and 1,609,479 for the nine and three month
    periods ended March 31, 1999, respectively.

    Incremental shares related to the assumed exercise of stock options included
    in the calculation of diluted  earnings per share totaled 6,432 for the nine
    period  ended March 31,  2000,  and 18,505 and 17,486 for the nine and three
    month  periods  ended March 31, 1999.  Options to purchase  13,802 shares of
    common  stock  with  a  weighted-average   exercise  price  of  $10.08  were
    outstanding  at March 31, 2000,  but were excluded from the  computation  of
    common share equivalents for the three months ended March 31, 2000,  because
    their  exercise  prices were  greater  than the average  market price of the
    common shares.



                                        8


<PAGE>


                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the nine and three months ended March 31, 2000 and 1999


    4.   Effects of Recent Accounting Pronouncements

    In June 1998, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting
    for Derivative  Instruments and Hedging Activities," which requires entities
    to recognize all derivatives in their financial  statements as either assets
    or  liabilities  measured at fair  value.  SFAS No. 133 also  specifies  new
    methods of accounting  for hedging  transactions,  prescribes  the items and
    transactions that may be hedged,  and specifies  detailed criteria to be met
    to qualify for hedge accounting.

    The  definition  of a derivative  financial  instrument  is complex,  but in
    general,  it is an  instrument  with  one or  more  underlyings,  such as an
    interest  rate or  foreign  exchange  rate,  that is  applied  to a notional
    amount,  such  as  an  amount  of  currency,  to  determine  the  settlement
    amount(s).  It generally requires no significant  initial investment and can
    be settled  net or by delivery  of an asset that is readily  convertible  to
    cash.  SFAS No. 133  applies to  derivatives  embedded  in other  contracts,
    unless the  underlying  of the  embedded  derivative  is clearly and closely
    related to the host contract.

    SFAS No.  133, as amended by SFAS No. 137,  is  effective  for fiscal  years
    beginning  after June 15,  2000.  On  adoption,  entities  are  permitted to
    transfer  held-to-maturity  debt  securities  to the  available-for-sale  or
    trading  category  without  calling into question their intent to hold other
    debt  securities to maturity in the future.  SFAS No. 133 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, 1999 to March 31, 2000

At March 31, 2000, the Corporation's  assets totaled $128.7 million, an increase
of $5.4 million, or 4.4%, over the balance of total assets at June 30, 1999. The
increase in assets was funded  primarily  by growth in deposits of $6.3  million
and an increase in Federal Home Loan Bank advances totaling $976,000, which were
partially offset by dividends paid on common stock of $2.0 million.

Liquid assets (i.e. cash, interest-bearing deposits and certificates of deposit)
decreased by $3.2 million from June 30, 1999 levels,  to a total of $4.6 million
at March 31, 2000.  Investment  securities  totaled  $19.7  million at March 31,
2000, an increase of $280,000,  or 1.4%,  over June 30, 1999 levels.  During the
nine months ended March 31, 2000,  purchases of investment  securities  totaling
$2.1 million were partially offset by a decline from unrealized losses.

Mortgage-backed securities totaled $8.9 million at March 31, 2000, a decrease of
$1.4 million,  or 13.3%,  from the total at June 30, 1999.  The decrease was due
primarily to principal repayments of $1.1 million.

Loans  receivable  increased by $9.2  million,  or 11.2%,  during the nine month
period ended March 31, 2000,  to a total of $91.7  million.  Loan  disbursements
amounted to $21.6 million and were partially  offset by principal  repayments of
$12.4 million.  The allowance for loan losses  totaled  $723,000 and $733,000 at
March 31, 2000 and June 30, 1999,  respectively.  Nonperforming  and  nonaccrual
loans  totaled  $669,000  and  $379,000  at March  31,  2000 and June 30,  1999,
respectively.  The  allowance for loan losses  represented  108.1% and 193.4% of
nonperforming  loans as of March  31,  2000  and  June 30,  1999,  respectively.
Although  management  believes  that its  allowance for loan losses at March 31,
2000, 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 $107.3 million at March 31, 2000, an increase of $6.3 million,
or 6.3%,  over June 30,  1999  levels.  The  growth in  deposits  was  primarily
attributable  to  management's  efforts to  maintain a moderate  rate of deposit
growth through marketing strategies.

Advances from the Federal Home Loan Bank totaled $6.8 million at March 31, 2000,
an increase of $976,000,  or 16.8%, over June 30, 1999. Proceeds from borrowings
and deposit growth were generally used to fund new loan originations.

Shareholders' equity totaled $12.6 million at March 31, 2000, a decrease of $2.4
million,  or 16.0%, from June 30, 1999 levels.  The decrease resulted  primarily
from  distributions  on common  shares  totaling $2.0  million,  treasury  stock
purchases  of  $914,000  and  a  decrease  in  unrealized  gains  on  securities
designated as available for sale of $707,000, which were partially offset by net
earnings of $777,000 and proceeds  from the exercise of stock  options  totaling
$61,000.

American is required to meet minimum capital standards promulgated by the Office
of Thrift Supervision ("OTS"). At March 31, 2000,  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, 2000
and 1999

General

Net earnings  amounted to $777,000 for the nine months ended March 31, 2000,  an
increase of $1,000  compared to the  $776,000 of net  earnings  reported for the
same period in 1999.  Current period earnings reflect a $327,000 increase in net
interest income,  which was partially offset by a $298,000  increase in general,
administrative and other expense and a $32,000 decrease in other income.

Net Interest Income

Net interest income  increased by $327,000,  or 12.9%, for the nine months ended
March 31, 2000, compared to the 1999 period.  Interest income on loans increased
by $475,000,  or 9.9%, for the nine month period ended March 31, 2000,  compared
to the 1999 period, due primarily to a $9.7 million,  or 12.4%,  increase in the
average  portfolio  outstanding  period  to  period,  while  interest  income on
investment  and  mortgage-backed  securities and  interest-bearing  deposits and
other decreased by $20,000,  or 1.2%, due primarily to a decrease in the average
balance of the related assets.

Interest expense on deposits increased by $87,000,  or 2.4%, due primarily to an
increase of $7.0 million in the average balance of deposits  outstanding,  which
was offset by a 24 basis point  decrease in the  weighted-average  interest rate
outstanding.  Interest expense on borrowings increased by $41,000, or 17.1%, due
primarily  to a  $1.2  million  increase  in the  average  balance  of  advances
outstanding,  which was  partially  offset by a 30 basis  point  decrease in the
average cost of borrowings from period to period.

Provision for 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. As a result of such analysis, management recorded
a $1,000  provision for the nine month period ended March 31, 2000. There can be
no assurance  that the loan loss  allowance will be adequate to absorb losses on
known  nonperforming  assets or that the  allowance  will be  adequate  to cover
losses on nonperforming assets in the future.

Other Income

Other income decreased by $32,000, or 12.5%, for the nine months ended March 31,
2000,  compared to the same period in 1999,  due  primarily  to the effects of a
$60,000 gain recorded on security transactions during the 1999 nine month period
and a $15,000 loss on security  transactions recorded during the 2000 nine month
period.  This  decline was  partially  offset by an increase in other  operating
income of  $43,000,  or 21.9%,  due  primarily  to an  increase  in both fees on
deposit  accounts and revenues under an agreement  with a third-party  vendor of
alternative investment products.


                                       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, 2000
and 1999 (continued)

General, Administrative and Other Expense

General,  administrative  and other  expense  increased by  $298,000,  or 17.5%,
during the nine  months  ended  March 31,  2000,  compared to the same period in
1999. This increase resulted  primarily from a $226,000,  or 24.5%,  increase in
employee  compensation  and benefits and a $44,000,  or 24.4%,  increase in data
processing expense.  The increase in employee  compensation and benefits was due
primarily to an increase in expense related to the  Corporation's  stock benefit
plans  coupled with normal  merit  increases.  The  increase in data  processing
expense  primarily  reflects an increase  in  transaction  costs and new product
applications added during the period.

Federal Income Taxes

The  provision  for federal  income taxes  totaled  $301,000 for the nine months
ended March 31, 2000, a decrease of $6,000, or 2.0%, compared to the same period
in 1999.  This  decrease  resulted  primarily  from the decrease in net earnings
before  taxes of $5,000,  or 0.5%,  coupled with the effects of tax credits from
the Savings Bank's investment in a low income housing partnership. The effective
tax rates  were 27.9% and 28.3% for the nine  months  ended  March 31,  2000 and
1999, respectively.

Comparison of Operating Results for the Three Month Periods Ended March 31, 2000
and 1999

General

Net  earnings  amounted to $245,000 for the three months ended March 31, 2000, a
decrease of $30,000, or 10.9%, compared to the $275,000 of net earnings reported
for the same period in 1999. The decrease in earnings resulted  primarily from a
$99,000  increase in  general,  administrative  and other  expense and a $28,000
decrease in other income,  which were partially offset by an $84,000 increase in
net interest income.

Net Interest Income

Net interest  income  increased by $84,000,  or 9.7%, for the three months ended
March 31, 2000, compared to the 1999 period.  Interest income on loans increased
by  $238,000,  or 15.1%,  during the three month  period  ended March 31,  2000,
compared  to the 1999  period,  due  primarily  to an  increase  in the  average
portfolio  balance   outstanding,   while  interest  income  on  investment  and
mortgage-backed  securities and interest-bearing deposits and other decreased by
$24,000,  or 4.3%,  due  primarily  to a decrease in the average  balance of the
related assets.

Interest expense on deposits increased by $82,000,  or 6.8%, due primarily to an
increase  of  approximately  $7.0  million in the  average  balance of  deposits
outstanding.  Interest expense on borrowings increased by $48,000, or 67.6%, due
primarily to a 145 basis point  increase in the average cost of borrowings  from
period  to  period,  and a $1.5  million  increase  in the  average  balance  of
borrowings outstanding.



                                       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, 2000
and 1999 (continued)

Provision for Losses on Loans

As a result of an  analysis  of  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,  management determined that
the  allowance  for loan losses was adequate and did not record a provision  for
losses on loans for the three month period ended March 31, 2000. There can be no
assurance  that the loan loss  allowance  will be  adequate  to cover  losses on
nonperforming assets in the future.

Other Income

Other income  decreased by $28,000,  or 28.9%,  for the three months ended March
31, 2000, compared to the same period in 1999, due primarily to the effects of a
$31,000 gain on investment and mortgage-backed  securities transactions recorded
in the 1999  period,  and a  $15,000  loss  recorded  on  investment  securities
transactions  in the 2000  period.  This  decline  was  partially  offset  by an
$18,000, or 27.3%, increase in other operating income during the period.

General, Administrative and Other Expense

General, administrative and other expense increased by $99,000, or 16.9%, during
the three months ended March 31, 2000, compared to the same period in 1999. This
increase  resulted  primarily  from a $73,000,  or 22.4%,  increase  in employee
compensation  and  benefits,  an $18,000,  or 64.3%,  increase in occupancy  and
equipment expense and a $9,000, or 12.9%,  increase in data processing  expense.
The  increase in employee  compensation  and  benefits  was due  primarily to an
increase in expense  related to the  Corporation's  stock  benefit plans coupled
with normal merit  increases.  The increase in occupancy and  equipment  expense
reflects  increased  depreciation  and maintenance  costs  associated with a new
drive-through  location.  The  increase  in data  processing  expense  primarily
reflects an  increase  in  transaction  costs,  coupled  with the effects of the
Corporation's overall growth year to year.

Federal Income Taxes

The  provision  for federal  income taxes  totaled  $90,000 for the three months
ended March 31,  2000,  a decrease of  $13,000,  or 12.6%,  compared to the same
period  in 1999.  This  decrease  resulted  primarily  from the  decline  in net
earnings before taxes of $43,000,  or 11.4%, and the effects of tax credits from
the Savings Bank's investment in a low income housing partnership. The effective
tax rates were 26.9% and 27.2% for the three  months  ended  March 31,  2000 and
1999, respectively.






                                       13


<PAGE>


                               ASB Financial Corp.

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


Year 2000 Compliance Matters

During the periods leading up to January 1, 2000, the Savings Bank addressed 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 have been  programmed to read four-digit date codes and,
upon arrival of the year 2000,  may have  recognized  the two-digit code "00" as
the year 1900,  causing  systems to fail to function  or to  generate  erroneous
data.

The Savings Bank expended less than $10,000  through the periods ended  December
31, 1999, in connection with its Year 2000 compliance program, and no additional
expense is  anticipated.  The Savings Bank  experienced no significant  problems
related to its information technology systems upon arrival of the Year 2000, nor
was there any interruption in service to its customers of any kind.

The Savings  Bank could incur  losses if year 2000 issues  adversely  affect its
depositors or borrowers.  Such problems could include  delayed loan payments due
to year 2000  problems  affecting  any  significant  borrowers or impairing  the
payroll  systems of large  employers 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,  the Savings Bank does not expect,
and to date has not realized,  any  significant or prolonged  difficulties  that
will affect net earning or cash flow.





























                                       14


<PAGE>


                               ASB Financial Corp.

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


ITEM 4.  Submission of Matters to a Vote of Security Holders

         None.

ITEM 5.  Other 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, 2000.


















                                       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 12, 2000                  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-30-2000
<PERIOD-START>                                                      JUL-01-1999
<PERIOD-END>                                                        MAR-31-2000
<CASH>                                                                    3,411
<INT-BEARING-DEPOSITS>                                                    1,122
<FED-FUNDS-SOLD>                                                              0
<TRADING-ASSETS>                                                              0
<INVESTMENTS-HELD-FOR-SALE>                                              28,621
<INVESTMENTS-CARRYING>                                                        0
<INVESTMENTS-MARKET>                                                          0
<LOANS>                                                                  91,670
<ALLOWANCE>                                                                 723
<TOTAL-ASSETS>                                                          128,673
<DEPOSITS>                                                              107,278
<SHORT-TERM>                                                                  0
<LIABILITIES-OTHER>                                                       1,963
<LONG-TERM>                                                               6,799
                                                         0
                                                                   0
<COMMON>                                                                      0
<OTHER-SE>                                                               12,633
<TOTAL-LIABILITIES-AND-EQUITY>                                          128,673
<INTEREST-LOAN>                                                           5,256
<INTEREST-INVEST>                                                         1,592
<INTEREST-OTHER>                                                             12
<INTEREST-TOTAL>                                                          6,860
<INTEREST-DEPOSIT>                                                        3,725
<INTEREST-EXPENSE>                                                        4,006
<INTEREST-INCOME-NET>                                                     2,854
<LOAN-LOSSES>                                                                 1
<SECURITIES-GAINS>                                                          (15)
<EXPENSE-OTHER>                                                           1,999
<INCOME-PRETAX>                                                           1,078
<INCOME-PRE-EXTRAORDINARY>                                                  777
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                                777
<EPS-BASIC>                                                                 .50
<EPS-DILUTED>                                                               .50
<YIELD-ACTUAL>                                                             3.19
<LOANS-NON>                                                                 304
<LOANS-PAST>                                                                365
<LOANS-TROUBLED>                                                              0
<LOANS-PROBLEM>                                                               0
<ALLOWANCE-OPEN>                                                            733
<CHARGE-OFFS>                                                                12
<RECOVERIES>                                                                  0
<ALLOWANCE-CLOSE>                                                           723
<ALLOWANCE-DOMESTIC>                                                          0
<ALLOWANCE-FOREIGN>                                                           0
<ALLOWANCE-UNALLOCATED>                                                     723



</TABLE>


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