ASB FINANCIAL CORP /OH
10QSB, 2000-02-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   FORM 10-QSB

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

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

For the quarterly period ended           December 31, 1999
                               ----------------------------------

                                       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 small business issuer 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)

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes    X                                                               No

As of February 9, 2000, the latest  practicable  date,  1,598,288  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 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>

<TABLE>
                               ASB Financial Corp.
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                       December 31,            June 30,
         ASSETS                                                                                1999                1999
<S>                                                                                            <C>                  <C>
Cash and due from banks                                                                  $    1,456          $    4,078
Interest-bearing deposits in other financial institutions                                     !,273               3,488
                                                                                            -------             -------
         Cash and cash equivalents                                                            2,729               7,566

Certificates of deposit in other financial institutions                                         194                 293
Investment securities available for sale - at market                                         19,401              19,372
Mortgage-backed securities available for sale - at market                                     9,209              10,232
Loans receivable - net                                                                       89,942              82,430
Office premises and equipment - at depreciated cost                                           1,275               1,047
Federal Home Loan Bank stock - at cost                                                          806                 778
Accrued interest receivable on loans                                                             84                  78
Accrued interest receivable on mortgage-backed securities                                        53                  66
Accrued interest receivable on investments and
  interest-bearing deposits                                                                     307                 290
Prepaid expenses and other assets                                                               457                 714
Prepaid federal income taxes                                                                    121                 200
Deferred federal income tax assets                                                              451                 182
                                                                                            -------             -------

         Total assets                                                                      $125,029            $123,248
                                                                                            =======             =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $102,911            $100,954
Advances from the Federal Home Loan Bank                                                      7,807               5,823
Advances by borrowers for taxes and insurance                                                   152                 168
Accrued interest payable                                                                        102                  93
Other liabilities                                                                             1,060               1,170
                                                                                            -------             -------
         Total liabilities                                                                  112,032             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                                                                  8,576               8,427
  Retained earnings, restricted                                                               7,649               8,909
  Shares acquired by stock benefit plans                                                     (1,181)             (1,418)
  Accumulated comprehensive income, unrealized gains (losses)
    on securities designated as available for sale,
    net of related tax effects                                                                 (255)                265
  Less 142,566 and 86,066 shares of treasury stock - at cost                                 (1,792)             (1,143)
                                                                                            -------             -------
         Total shareholders' equity                                                          12,997              15,040
                                                                                            -------             -------

         Total liabilities and shareholders' equity                                        $125,029            $123,248
                                                                                            =======             =======
</TABLE>



                                        3



<PAGE>

<TABLE>
                               ASB Financial Corp.
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

                      (In thousands, except per share data)

                                                                        For the six months           For the three months
                                                                          ended December 31,           ended December 31,
                                                                         1999         1998            1999         1998
<S>                                                                       <C>          <C>             <C>          <C>
Interest income
  Loans                                                                $3,437       $3,200          $1,769       $1,591
  Mortgage-backed securities                                              307          358             151          191
  Investment securities                                                   757          665             371          322
  Interest-bearing deposits and other                                       9           46               4           16
                                                                        -----        -----           -----        -----
         Total interest income                                          4,510        4,269           2,295        2,120

Interest expense
  Deposits                                                              2,445        2,440           1,230        1,217
  Borrowings                                                              162          169              88           70
                                                                        -----        -----           -----        -----
         Total interest expense                                         2,607        2,609           1,318        1,287
                                                                        -----        -----           -----        -----

         Net interest income                                            1,903        1,660             977          833

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

         Net interest income after provision for
           (recoveries of) losses on loans                              1,902        1,661             977          834

Other income
  Gain on sale of investment securities                                     -           29               -           29
  Other operating                                                         155          130              77           71
                                                                        -----        -----           -----        -----
         Total other income                                               155          159              77          100

General, administrative and other expense
  Employee compensation and benefits                                      748          595             376          307
  Occupancy and equipment                                                  52           59              28           30
  Federal deposit insurance premiums                                       29           27              14           13
  Franchise taxes                                                          88          102              37           52
  Data processing                                                         145          110              76           51
  Other operating                                                         252          222             158          120
                                                                        -----        -----           -----        -----
         Total general, administrative and other expense                1,314        1,115             689          573
                                                                        -----        -----           -----        -----

         Earnings before income taxes                                     743          705             365          361

Federal income taxes
  Current                                                                 212           62              93          (10)
  Deferred                                                                 (1)         142              13          113
                                                                        -----        -----           -----        -----
         Total federal income taxes                                       211          204             106          103
                                                                        -----        -----           -----        -----

         NET EARNINGS                                                  $  532       $  501          $  259       $  258
                                                                        =====        =====           =====        =====

         EARNINGS PER SHARE
           Basic                                                         $.34         $.32            $.17         $.16
                                                                          ===          ===             ===          ===

           Diluted                                                       $.34         $.31            $.17         $.16
                                                                          ===          ===             ===          ===
</TABLE>


                                        4


<PAGE>

<TABLE>
                               ASB Financial Corp.
<CAPTION>
              CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

                                 (In thousands)


                                                                     For the six months            For the three months
                                                                      ended December 31,             ended December 31,
                                                                     1999           1998            1999           1998
<S>                                                                   <C>            <C>             <C>            <C>
Net earnings                                                         $532           $501           $ 259           $258

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities during
    the period, net of tax of $268, $122, $152 and
    $73 in each period, respectively                                 (520)           236            (296)           141

Reclassification adjustment for realized gains
  included in earnings, net of tax of $10 in 1998                       -            (19)              -            (19)
                                                                     ----            ---            ----            ---

Comprehensive income (loss)                                         $  12           $718           $ (37)          $380
                                                                     ====            ===            ====            ===

Accumulated comprehensive income (loss)                             $(255)          $931           $(255)          $931
                                                                     ====            ===            ====            ===
</TABLE>










                                        5



<PAGE>


                               ASB Financial Corp.
<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                      For the six months ended December 31,
                                 (In thousands)

                                                                                                 1999               1998
<S>                                                                                               <C>                <C>
Cash flows from operating activities:
  Net earnings for the period                                                                    $532         $     501
  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                                             16                37
    Amortization of deferred loan origination fees                                                (28)              (32)
    Depreciation and amortization                                                                  52                35
    Amortization of expense related to stock benefit plans                                        325               310
    Provision for (recoveries of) losses on loans                                                   1                (1)
    Federal Home Loan Bank stock dividends                                                        (28)              (26)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                 (10)               88
      Prepaid expenses and other assets                                                           257               (39)
      Other liabilities                                                                          (101)             (174)
      Federal income taxes
        Current                                                                                    79              (230)
        Deferred                                                                                   (1)              142
                                                                                               -------           ------
         Net cash provided by operating activities                                              1,094               658

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                                   -             8,634
  Purchase of investment securities                                                              (765)          (13,858)
  Purchase of mortgage-backed securities                                                            -            (3,900)
  Principal repayments on mortgage-backed securities                                              955             1,555
  Loan principal repayments                                                                     8,563            14,564
  Loan disbursements                                                                          (16,048)          (16,241)
  Purchase of office equipment                                                                   (280)              (26)
  Decrease in certificates of deposit in other financial institutions - net                        99               880
  Proceeds from sale of real estate acquired through foreclosure                                    -               157
                                                                                              -------            ------
         Net cash used in investing activities                                                 (7,476)           (8,235)
                                                                                              -------            ------

         Net cash used in operating and investing
           activities (subtotal carried forward)                                               (6,382)           (7,577)
                                                                                              --------           ------
</TABLE>







                                        6


<PAGE>

<TABLE>
                               ASB Financial Corp.
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                                 1999              1998
<S>                                                                                               <C>               <C>
         Net cash used in operating and investing
           activities (subtotal brought forward)                                              $(6,382)         $ (7,577)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                              1,957             4,451
  Proceeds from Federal Home Loan Bank advances                                                 7,500             2,000
  Repayment of Federal Home Loan Bank advances                                                 (5,516)             (516)
  Repayment of other borrowed money                                                                 -            (2,500)
  Advances by borrowers for taxes and insurance                                                   (16)               (4)
  Purchase of treasury stock                                                                     (649)                -
  Proceeds from exercise of stock options                                                          61                 -
  Dividends paid on common stock                                                               (1,792)             (130)
                                                                                               -------           ------
         Net cash provided by financing activities                                              1,484             3,301
                                                                                               ------            ------

Net decrease in cash and cash equivalents                                                      (4,837)           (4,276)

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

Cash and cash equivalents at end of period                                                    $ 2,729           $ 9,614
                                                                                               ======            ======

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                      $   157           $   302
                                                                                               ======            ======

    Interest on deposits and borrowings                                                       $ 2,598           $ 2,648
                                                                                               ======            ======

Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available for
    sale, net of related tax effects                                                          $  (520)          $   217
                                                                                               ======            ======
</TABLE>










                                       7



<PAGE>

                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the six and three months ended December 31, 1999 and 1998


    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 six month  periods  ended  December  31,  1999,  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  1,561,834  and
    1,546,206  for the six and three month  periods  ended  December  31,  1999.
    Weighted-average  common  shares  deemed  outstanding,  which give effect to
    77,756  unallocated ESOP shares,  totaled  1,557,032 for each of the six and
    three month periods ended December 31, 1998.

    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
    1,578,686 and  1,556,030 for the six and three month periods ended  December
    31, 1999,  and  1,598,441  and 1,594,061 for the six and three month periods
    ended December 31, 1998.

    Incremental shares related to the assumed exercise of stock options included
    in the  calculation  of diluted  earnings per share totaled 16,852 and 9,824
    for the six and three month periods ended  December 31, 1999, and 41,409 and
    37,029 for the six and three month periods ended December 31, 1998.







                                        8


<PAGE>


                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the six and three months ended December 31, 1999 and 1998


    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


Note Regarding Forward-Looking Statements

In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  the  Corporation's  operations  and the  Corporation's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and the Corporation's market area generally.

Some of the  forward-looking  statements  included  herein  are  the  statements
regarding management's determination of the amount and adequacy of allowance for
losses on loans and the effect of certain recent accounting pronouncements.


Discussion  of  Financial  Condition  Changes from June 30, 1999 to December 31,
1999

At December 31, 1999,  the  Corporation's  assets  totaled  $125.0  million,  an
increase of $1.8 million,  or 1.4%,  over the $123.2  million of total assets at
June 30, 1999. The increase in assets was due primarily to growth in deposits of
$2.0 million and an increase in Federal Home Loan Bank  advances  totaling  $2.0
million,  which  were  partially  offset by  dividends  on common  stock of $1.8
million.

Liquid assets (i.e. cash, interest-bearing deposits and certificates of deposit)
decreased by $4.9 million from June 30, 1999 levels,  to a total of $2.9 million
at December 31, 1999.  Investment  securities  totaled $19.4 million at December
31, 1999, an increase of $29,000, or .1%, over June 30, 1999 levels.  During the
six months ended December 31, 1999, purchases of investment  securities totaling
$765,000 were partially offset by a decline from unrealized losses.

Mortgage-backed securities totaled $9.2 million at December 31, 1999, a decrease
of $1.0 million, or 10.0%, from the total at June 30, 1999. The decrease was due
primarily to principal repayments of $955,000.

Loans receivable increased by $7.5 million, or 9.1%, during the six month period
ended  December  31,  1999,  to a total of  $89.9  million.  Loan  disbursements
amounted to $16.0 million and were partially  offset by principal  repayments of
$8.6 million.  The allowance  for loan losses  totaled  $728,000 and $733,000 at
December 31, 1999 and June 30, 1999, respectively.  Nonperforming and nonaccrual
loans  totaled  $416,000  and  $379,000 at December  31, 1999 and June 30, 1999,
respectively.  The  allowance for loan losses  represented  175.0% and 193.4% of
nonperforming  loans as of December  31, 1999 and June 30,  1999,  respectively.
Although  management believes that its allowance for loan losses at December 31,
1999, 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  $102.9  million at  December  31,  1999,  an increase of $2.0
million,  or 1.9%,  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.


                                       10


<PAGE>


                               ASB Financial Corp.

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



Discussion  of  Financial  Condition  Changes from June 30, 1999 to December 31,
1999 (continued)

Advances  from the Federal  Home Loan Bank  totaled $7.8 million at December 31,
1999, an increase of $2.0 million,  or 34.1%, over June 30, 1999.  Proceeds from
borrowings and deposit growth were generally used to fund new loan originations.

Shareholders'  equity  totaled $13.0 million at December 31, 1999, a decrease of
$2.0  million,  or 13.6%,  over June 30,  1999  levels.  The  decrease  resulted
primarily from dividends on common shares totaling $1.8 million,  treasury stock
purchases  of  $649,000  and  a  decrease  in  unrealized  gains  on  securities
designated as available for sale of $520,000, which were partially offset by net
earnings of $532,000 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 December  31, 1999,  American's  regulatory
capital was well in excess of the minimum capital requirements.

Comparison of Operating  Results for the Six Month  Periods  Ended  December 31,
1999 and 1998

General

Net earnings amounted to $532,000 for the six months ended December 31, 1999, an
increase of $31,000, or 6.2%, over the $501,000 of net earnings reported for the
same period in 1998. The increase in earnings resulted primarily from a $243,000
increase  in net  interest  income,  which was  partially  offset by a  $199,000
increase in general,  administrative  and other expense and a $7,000 increase in
the provision for federal income taxes.

Net Interest Income

Net interest income  increased by $243,000,  or 14.6%,  for the six months ended
December  31,  1999,  compared  to the 1998  period.  Interest  income  on loans
increased by $237,000, or 7.4%, for the six month period ended December 31, 1999
compared to the 1998 period,  due  primarily to growth in the average  portfolio
outstanding,  while interest income on investment and mortgage-backed securities
and  interest-bearing  deposits  and other  increased  by  $4,000,  or .4%,  due
primarily to an increase in the average balance of the related assets.

Interest  expense on deposits  increased by $5,000,  or .2%, due primarily to an
increase of $6.6 million in the average balance of deposits  outstanding,  which
was offset by a 32 basis point  decrease in the  weighted-average  interest rate
outstanding.  Interest expense on borrowings  decreased by $7,000,  or 4.1%, due
primarily to a 150 basis point  decrease in the average cost of borrowings  from
period to period,  which was partially  offset by a $1.3 million increase in the
average balance of advances outstanding.

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

                                       11


<PAGE>


                               ASB Financial Corp.

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

Comparison of Operating  Results for the Six Month  Periods  Ended  December 31,
1999 and 1998 (continued)

Provision for Losses on Loans (continued)

area, and other factors related to the collectibility of the Savings Bank's loan
portfolio. As a result of such analysis, management recorded minimal adjustments
to the provision for the six month period ended December 31, 1999.  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 $4,000, or 2.5%, for the six months ended December 31,
1999,  compared to the same period in 1998,  due  primarily  to the effects of a
$29,000 gain recorded on sales of  securities  during the 1998 six month period,
which were partially  offset by an increase in both 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  increased by  $199,000,  or 17.8%,
during the six months ended  December  31, 1999,  compared to the same period in
1998. This increase resulted  primarily from a $153,000,  or 25.7%,  increase in
employee  compensation  and benefits and a $35,000,  or 31.8%,  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,  coupled with the
effects of the Corporation's overall growth year to year.

Federal Income Taxes

The provision for federal income taxes totaled $211,000 for the six months ended
December 31, 1999, an increase of $7,000,  or 3.4%,  compared to the same period
in 1998.  This  increase  resulted  primarily  from the increase in net earnings
before taxes of $38,000,  or 5.4%,  coupled with the effects of tax credits from
the Savings Bank's investment in a low income housing partnership. The effective
tax rates were 28.4% and 28.9% for the six months  ended  December  31, 1999 and
1998, respectively.

Comparison of Operating  Results for the Three Month Periods Ended  December 31,
1999 and 1998

General

Net earnings  amounted to $259,000 for the three months ended December 31, 1999,
an increase of $1,000,  or .4%,  over the $258,000 of net earnings  reported for
the same period in 1998.  The  increase in earnings  resulted  primarily  from a
$144,000  increase  in net  interest  income,  which was  partially  offset by a
$116,000  increase in general,  administrative  and other  expense and a $23,000
decrease in other income.


                                       12


<PAGE>


                               ASB Financial Corp.

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


Comparison of Operating  Results for the Three Month Periods Ended  December 31,
1999 and 1998 (continued)


Net Interest Income

Net interest income increased by $144,000,  or 17.3%, for the three months ended
December  31,  1999,  compared  to the 1998  period.  Interest  income  on loans
increased by $178,000,  or 11.2%,  during the three month period ended  December
31,  1999,  compared to the 1998  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
$3,000,  or .6%,  due  primarily  to a decrease  in the  average  balance of the
related assets.

Interest expense on deposits increased by $13,000,  or 1.1%, due primarily to an
increase  of  approximately  $5.5  million in the  average  balance of  deposits
outstanding,  which was  partially  offset by a 23 basis  point  decrease in the
average interest rate outstanding.  Interest expense on borrowings  increased by
$18,000,  or 25.7%,  due  primarily to a 30 basis point  increase in the average
cost of  borrowings  from period to period,  and a $1.0 million  increase in the
average balance of borrowings outstanding.

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
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  December  31,
1999. 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 $23,000, or 23.0%, for the three months ended December
31, 1999, compared to the same period in 1998, due primarily to the effects of a
$29,000 gain on sales of investments and mortgage-backed  securities recorded in
the 1998 period.

General, Administrative and Other Expense

General,  administrative  and other  expense  increased by  $116,000,  or 20.2%,
during the three months ended December 31, 1999,  compared to the same period in
1998. This increase  resulted  primarily from a $69,000,  or 22.5%,  increase in
employee  compensation  and benefits and a $25,000,  or 49.0%,  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,  coupled with the
effects of the Corporation's overall growth year to year.

                                       13


<PAGE>


                               ASB Financial Corp.

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


Comparison of Operating  Results for the Three Month Periods Ended  December 31,
1999 and 1998 (continued)


Federal Income Taxes

The  provision for federal  income taxes  totaled  $106,000 for the three months
ended  December 31, 1999, an increase of $3,000,  or 2.9%,  compared to the same
period in 1998.  This  increase  resulted  primarily  from the  increase  in net
earnings  before  taxes of  $4,000,  or 1.1%,  coupled  with the  effects of tax
credits from the Savings Bank's investment in a low income housing  partnership.
The effective tax rates were 29.0% and 28.5% for the three months ended December
31, 1999 and 1998, respectively.


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 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

         On October 27, 1999, the  Corporation  held its Annual Meeting
         of  Shareholders.  In connection  therewith,  two matters were
         submitted to the shareholders for a vote. First,  shareholders
         elected three directors by the following votes:

         William J. Burke  For:  1,416,685   Against:  1,520   Abstain:  none

         Lee O. Fitch      For:  1,415,587   Against:  2,618   Abstain:  none

         Gerald R. Jenkins For:  1,416,688   Against:  1,520   Abstain:  none

         The shareholders also ratified the selection of Grant Thornton
         LLP as the Corporation's  auditors for the 2000 fiscal year by
         the following vote:

         For:  1,415,939           Against:  none             Abstain:  2,267

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 six months ended
                           December 31, 1999.





                                       15




<PAGE>


                               ASB Financial Corp.

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





Date:  February 11, 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>                                    6-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-START>                             JUL-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                           1,456
<INT-BEARING-DEPOSITS>                           1,273
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     28,804
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         89,942
<ALLOWANCE>                                        728
<TOTAL-ASSETS>                                 125,029
<DEPOSITS>                                     102,911
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              1,314
<LONG-TERM>                                      7,807
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                      12,997
<TOTAL-LIABILITIES-AND-EQUITY>                 125,029
<INTEREST-LOAN>                                  3,437
<INTEREST-INVEST>                                1,064
<INTEREST-OTHER>                                     9
<INTEREST-TOTAL>                                 4,510
<INTEREST-DEPOSIT>                               2,445
<INTEREST-EXPENSE>                               2,607
<INTEREST-INCOME-NET>                            1,903
<LOAN-LOSSES>                                        1
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,314
<INCOME-PRETAX>                                    743
<INCOME-PRE-EXTRAORDINARY>                         532
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       532
<EPS-BASIC>                                        .34
<EPS-DILUTED>                                      .34
<YIELD-ACTUAL>                                    3.17
<LOANS-NON>                                        173
<LOANS-PAST>                                       243
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   732
<CHARGE-OFFS>                                        5
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  728
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            728



</TABLE>


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