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 September 30, 2002
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to _______________
Commission File Number: 0-25906
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ASB FINANCIAL CORP.
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(Exact name of small business issuer as specified in its charter)
Ohio 31-1429488
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
503 Chillicothe Street, Portsmouth, Ohio 45662
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(Address of principal executive offices)
(740) 354-3177
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(Issuer's telephone number)
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(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: November 6, 2002 - 1,526,079 shares
of common stock, no par value
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
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 13
SIGNATURES 14
CERTIFICATIONS 15
2
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
September 30, June 30,
ASSETS 2002 2002
Cash and due from banks $ 930 $ 1,428
Interest-bearing deposits in other financial institutions 3,102 6,276
------- -------
Cash and cash equivalents 4,032 7,704
Certificates of deposit in other financial institutions 100 100
Investment securities available for sale - at market 20,802 20,866
Mortgage-backed securities available for sale - at market 9,442 7,091
Loans receivable - net 110,043 109,015
Office premises and equipment - at depreciated cost 1,499 1,277
Federal Home Loan Bank stock - at cost 1,029 1,017
Accrued interest receivable on loans 181 216
Accrued interest receivable on mortgage-backed securities 53 41
Accrued interest receivable on investments and interest-bearing deposits 350 293
Prepaid expenses and other assets 664 646
Deferred federal income taxes - 6
------- -------
Total assets $148,195 $148,272
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $126,058 $126,872
Advances from the Federal Home Loan Bank 4,214 4,223
Advances by borrowers for taxes and insurance 77 162
Accrued interest payable 569 85
Other liabilities 1,398 1,307
Accrued federal income taxes 41 169
Deferred federal income taxes 89 -
------- -------
Total liabilities 132,446 132,818
Shareholders' equity
Preferred stock, 1,000,000 shares authorized, no par value;
no shares issued - -
Common stock, 4,000,000 shares authorized, no par value;
1,760,698 and 1,760,681 shares issued at September 30, 2002 and
June 30, 2002, respectively - -
Additional paid-in capital 8,619 8,619
Retained earnings, restricted 9,438 9,152
Shares acquired by stock benefit plans (537) (537)
Accumulated comprehensive income, unrealized gains on securities
designated as available for sale, net of related tax effects 879 850
Less 234,619 and 232,819 shares of treasury stock at September 30, 2002
and June 30 2002, respectively - at cost (2,650) (2,630)
------- -------
Total shareholders' equity 15,749 15,454
------- -------
Total liabilities and shareholders' equity $148,195 $148,272
======= =======
3
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended September 30,
(In thousands, except per share data)
2002 2001
Interest income
Loans $2,031 $2,066
Mortgage-backed securities 129 131
Investment securities 303 317
Interest-bearing deposits and other 11 57
----- -----
Total interest income 2,474 2,571
Interest expense
Deposits 1,058 1,511
Borrowings 21 41
----- -----
Total interest expense 1,079 1,552
----- -----
Net interest income 1,395 1,019
Other income
Gain on investment securities transactions 5 31
Other operating 128 92
----- -----
Total other income 133 123
General, administrative and other expense
Employee compensation and benefits 468 415
Occupancy and equipment 44 46
Franchise taxes 3 45
Data processing 131 93
Other operating 191 151
----- -----
Total general, administrative and other expense 837 750
----- -----
Earnings before income taxes 691 392
Federal income taxes
Current 123 76
Deferred 80 33
----- -----
Total federal income taxes 203 109
----- -----
NET EARNINGS $ 488 $ 283
===== =====
EARNINGS PER SHARE
Basic $.32 $.19
=== ===
Diluted $.31 $.18
=== ===
4
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended September 30,
(In thousands)
2002 2001
Net earnings $488 $283
Other comprehensive income, net of tax:
Unrealized holding gains on securities during the period,
net of tax of $16 and $2 in 2002 and 2001, respectively 32 3
Reclassification adjustment for realized gains included in earnings,
net of tax of $2 and $11 in 2002 and 2001, respectively (3) (20)
--- ---
Comprehensive income $517 $266
=== ===
Accumulated comprehensive income $879 $762
=== ===
5
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
2002 2001
Cash flows from operating activities:
Net earnings for the period $ 488 $ 283
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 73 8
Amortization of deferred loan origination fees (23) (24)
Depreciation and amortization 36 27
Federal Home Loan Bank stock dividends (12) (14)
Gain on investment securities transactions (5) (31)
Increase (decrease) in cash due to changes in:
Accrued interest receivable (34) 58
Prepaid expenses and other assets (18) 310
Accrued interest payable 484 765
Other liabilities 91 67
Federal income taxes
Current (128) (56)
Deferred 80 33
------ ------
Net cash provided by operating activities 1,032 1,426
Cash flows provided by (used in) investing activities:
Proceeds from maturities of investment securities 5,003 6,296
Proceeds from sale of investment securities - 32
Purchase of investment securities (4,879) (3,089)
Principal repayments on mortgage-backed securities 3,963 833
Purchase of mortgage-backed securities (6,398) -
Loan principal repayments 9,703 9,005
Loan disbursements (10,708) (10,404)
Purchase of office premises and equipment (258) -
------ ------
Net cash provided by (used in) investing activities (3,574) 2,673
Cash flows provided by (used in) financing activities:
Net decrease in deposit accounts (814) (334)
Repayment of Federal Home Loan Bank advances (9) (8)
Advances by borrowers for taxes and insurance (85) (80)
Purchase of treasury stock (20) -
Dividends paid on common shares (202) (184)
------ ------
Net cash used in financing activities (1,130) (606)
------ ------
Net increase (decrease) in cash and cash equivalents (3,672) 3,493
Cash and cash equivalents at beginning of period 7,704 4,649
------ ------
Cash and cash equivalents at end of period $ 4,032 $ 8,142
====== ======
6
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended September 30,
(In thousands)
2002 2001
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowings $595 $787
=== ===
Federal income taxes $230 $ 53
=== ===
Supplemental disclosure of noncash investing activities:
Unrealized gains (losses) on securities designated as available
for sale, net of related tax effects $ 29 $(17)
=== ===
7
ASB Financial Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For three-month periods ended September 30, 2002 and 2001
1. Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared
in accordance with the 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
accounting principles generally accepted in the United States of America.
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, 2002. 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-month period ended
September 30, 2002, are not necessarily indicative of the results which may
be expected for the entire fiscal year.
In June 2002, the Corporation's wholly-owned subsidiary, American Savings
Bank, fsb ("American" or the "Savings Bank") acquired substantially all of
the assets and liabilities of The Waverly Building and Loan Company
("Waverly"). The acquisition was accounted for using the purchase method of
accounting. The business combination with Waverly added approximately $5.6
million in assets and $4.6 million in liabilities to the Corporation at June
30, 2002. Consistent with the purchase method of accounting, the
Corporation's prior years operating results were not restated for the
acquisition.
2. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Corporation and American. All significant intercompany items have been
eliminated.
3. Earnings Per Share
Basic earnings per common share are computed based upon the weighted-average
number of common shares outstanding during the period less shares in the
ESOP that are unallocated and not committed to be released. Weighted-average
common shares deemed outstanding give effect to 21,979 and 34,918
unallocated ESOP shares for the three month periods ended September 30, 2002
and 2001, respectively. Diluted earnings per common share include the
dilutive effect of all additional potential common shares issuable under the
Corporation's stock option plan. The computations are as follows:
For the three months ended September 30, 2002 2001
Weighted-average common shares
outstanding (basic) 1,505,233 1,503,861
Dilutive effect of assumed exercise
of stock options 70,534 46,913
--------- ---------
Weighted-average common shares
outstanding (diluted) 1,575,767 1,550,774
========= =========
8
ASB Financial Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For three-month periods ended September 30, 2002 and 2001
4. Effects of Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and
Intangible Assets," which prescribes accounting for all purchased goodwill
and intangible assets. Pursuant to SFAS No. 142, acquired goodwill is not
amortized, but is tested for impairment at the reporting unit level annually
and whenever an impairment indicator arises. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. Management adopted SFAS No.
142 effective July 1, 2002, as required, without material effect on the
Corporation's financial position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which carries over the recognition and
measurement provisions in SFAS No. 121. Accordingly, an entity must
recognize an impairment loss if the carrying value of a long-lived asset or
asset group (a) is not recoverable and (b) exceeds its fair value. Similar
to SFAS No. 121, SFAS No. 144 requires an entity to test an asset or asset
group for impairment whenever events or changes in circumstances indicate
that its carrying amount may not be recoverable. SFAS No. 144 differs from
SFAS No. 121 in that it provides guidance on estimating future cash flows to
test recoverability. SFAS No. 144 is effective for financial statements
issued for fiscal years beginning after December 15, 2001 and interim
periods within those fiscal years. Management adopted SFAS No. 144 effective
July 1, 2002, without material effect on the Corporation's financial
condition or results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 provides financial
accounting and reporting guidance for costs associated with exit or disposal
activities, including one-time termination benefits, contract termination
costs other than for a capital lease, and costs to consolidate facilities or
relocate employees. SFAS No. 146 is effective for exit or disposal
activities initiated after December 31, 2002. SFAS No. 146 is not expected
to have a material effect on the Corporation's financial condition or
results of operations.
In October 2002, the FASB issued SFAS No. 147, "Accounting for Certain
Financial Institutions: An Amendment of FASB Statements No. 72 and 144 and
FASB Interpretation No. 9," which removes acquisitions of financial
institutions from the scope of SFAS No. 72, "Accounting for Certain
Acquisitions of Banking and Thrift Institutions," except for transactions
between mutual enterprises. Accordingly, the excess of the fair value of
liabilities assumed over the fair value of tangible and intangible assets
acquired in a business combination should be recognized and accounted for
as goodwill in accordance with SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 147 also requires that the acquisition of a less-than-whole
financial institution, such as a branch, be accounted for as a business
combination if the transferred assets and activities constitute a business.
Otherwise, the acquisition should be accounted for as the acquisition of net
assets. SFAS No. 147 also amends the scope of SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," to include long-term
customer relationship assets of financial institutions (including mutual
enterprises) such as depositor- and borrower-relationship intangible assets
and credit card holder intangible assets.
The provisions of SFAS No. 147 related to unidentifiable intangible assets
and the acquisition of a less-than-whole financial institution are effective
for acquisitions for which the date of acquisition is on or after October 1,
2002. The provisions related to impairment of long-term customer
relationship assets are effective October 1, 2002. Transition provisions for
previously recognized unidentifiable intangible assets are effective on
October 1, 2002, with earlier application permitted. SFAS No. 147 is not
expected to have a material effect on the Corporation's financial condition
or results of operations.
9
ASB Financial Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from June 30, 2002 to September 30,
2002
At September 30, 2002, the Corporation's assets totaled $148.2 million, a
decrease of $77,000, or .1%, from total assets at June 30, 2002.
Cash and cash equivalents decreased by $3.7 million, or 47.7%, from June 30,
2002 levels, to a total of $4.0 million at September 30, 2002. Investment
securities totaled $20.8 million at September 30, 2002, a decrease of $64,000,
or .3%, from June 30, 2002 levels. The decrease was due primarily to maturities
of $5.0 million, which were substantially offset by purchases of $4.9 million.
Purchases of investment securities consisted primarily of fixed-rate medium-term
U.S. Government agency obligations. Mortgage-backed securities totaled $9.4
million at September 30, 2002, an increase of $2.4 million, or 33.2%, over the
total at June 30, 2002, due primarily to purchases of $6.4 million, which were
partially offset by principal repayments of $4.0 million during the period.
Loans receivable increased by $1.0 million, or .9%, during the three-month
period ended September 30, 2002, to a total of $110.0 million. Loan
disbursements amounted to $10.7 million and were substantially offset by
principal repayments of $9.7 million. During the three-months ended September
30, 2002, loans originated consisted of $4.7 million of loans secured by one- to
four-family residential real estate, $3.9 million of loans secured by
nonresidential real estate, $1.1 million of commercial loans and $1.0 million of
consumer loans.
The allowance for loan losses totaled $855,000 at both September 30, 2002 and
June 30, 2002. Nonperforming and nonaccrual loans totaled $1.4 million and
$707,000 at September 30, 2002 and June 30, 2002, respectively. The allowance
for loan losses represented 60.0% and 120.9% of nonperforming loans as of
September 30, 2002 and June 30, 2002, respectively. At September 30, 2002,
nonperforming loans consisted of $955,000 in one- to four-family residential
real estate loans and $471,000 in nonresidential real estate, consumer and other
loans. Management believes such loans are adequately collateralized and does not
expect to incur any losses on such loans. Although management believes that its
allowance for loan losses at September 30, 2002, was 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 $126.1 million at September 30, 2002, a decrease of $814,000,
or .6%, from June 30, 2002 levels. The decrease in deposits was primarily
attributable to the low interest rate environment.
Advances from the Federal Home Loan Bank ("FHLB") totaled $4.2 million at
September 30, 2002, a decrease of $9,000, or .2%, compared to June 30, 2002 due
to the repayment of advances during the period.
Shareholders' equity totaled $15.7 million at September 30, 2002, an increase of
$295,000, or 1.9%, over June 30, 2002 levels. The increase resulted primarily
from net earnings of $488,000 and a $29,000 increase in unrealized gains on
securities designated as available for sale, which were partially offset by
dividends on common shares totaling $202,000 and a $20,000 repurchase of
treasury shares.
American is required to meet minimum capital standards promulgated by the Office
of Thrift Supervision ("OTS"). At September 30, 2002, American's regulatory
capital was well in excess of the minimum capital requirements.
10
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 September 30,
2002 and 2001
General
Net earnings amounted to $488,000 for the three months ended September 30, 2002,
an increase of $205,000, or 72.4%, compared to the $283,000 of net earnings
reported for the same period in 2001. The increase in earnings resulted
primarily from a $376,000 increase in net interest income and a $10,000 increase
in other income, which were partially offset by an $87,000 increase in general,
administrative and other expense and a $94,000 increase in the provision for
federal income taxes. The aforementioned increases in income and expense are
partially attributable to the acquisition of Waverly in June 2002. Prior year
results were not restated for the acquisition.
Net Interest Income
Interest income on loans decreased by $35,000, or 1.7%, during the quarter ended
September 30, 2002, compared to the 2001 period. This decrease was due primarily
to a 53 basis point decrease in the weighted-average yield, to 7.42% for the
2002 quarter, which was partially offset by a $5.5 million, or 5.3%, increase in
the average portfolio balance outstanding year to year. Interest income on
investment securities, mortgage-backed securities and interest-bearing deposits
decreased by $62,000, or 12.3%, due primarily to a 96 basis point decrease in
the weighted-average yield, to 5.41% for the 2002 quarter, and a $1.0 million,
or 3.3%, decrease in the average balance of the related assets year to year.
Interest expense on deposits decreased by $453,000, or 30.0%, for the three
months ended September 30, 2002, compared to the same quarter in 2001. This
decrease was due primarily to a 167 basis point decrease in the weighted-average
cost of deposits, to 3.35% for the quarter ended September 30, 2002, which was
partially offset by a $5.9 million, or 4.9%, increase in the average balance of
deposits outstanding year to year. Interest expense on borrowings decreased by
$20,000, or 48.8%, due primarily to a decrease in the average balance of
borrowings outstanding and a 185 basis point decrease in the average cost of
borrowings. The decrease in the yields on interest-earning assets and the costs
of interest-bearing liabilities was due primarily to the overall decrease in
interest rates in the economy during 2001, which continued through the nine
month period ended September 30, 2002.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $376,000, or 36.9%, to a total of $1.4 million
for the three months ended September 30, 2002. The interest rate spread
increased to 3.65% for the three months ended September 30, 2002, from 2.60% for
the 2001 period, while the net interest margin increased to 3.92% in the 2002
period, compared to 3.00% in the 2001 period.
Provision for Losses on Loans
American charges a provision for losses on loans 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 American,
the status of past due principal and interest payments, general economic
conditions, particularly as such conditions relate to American's market area,
and other factors related to the collectibility of American's loan portfolio. As
a result of such analysis, management determined that the allowance for loan
losses was adequate and therefore did not record a provision for losses on loans
during the three-month periods ended September 30, 2002 and 2001. 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.
11
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 September 30,
2002 and 2001 (continued)
Other Income
Other income amounted to $133,000 for the three months ended September 30, 2002,
an increase of $10,000, or 8.1%, compared to the same period in 2001, due
primarily to increased fee income on transaction accounts during the quarter,
which were partially offset by a $26,000 decrease in the gain on sale of
investment securities.
General, Administrative and Other Expense
General, administrative and other expense totaled $837,000 for the three months
ended September 30, 2002, an increase of $87,000, or 11.6%, compared to the same
period in 2001. This increase was comprised primarily of increases of $53,000,
or 12.8%, in employee compensation and benefits, $38,000, or 40.9%, in data
processing and $40,000, or 26.5%, in other operating expense. These increases
were partially offset by a $42,000, or 93.3%, decrease in franchise tax expense.
The increase in employee compensation and benefits was due primarily to the
effect of the Waverly acquisition, an increase in health and other benefit plan
costs, as well as normal merit increases year to year. The increase in other
operating expense was due primarily to an increase in costs resulting from
American's acquisition of Waverly and an increase in professional fees,
including regulatory compliance consulting services, during the quarter. The
increase in data processing also related to the effects of the acquisition of
Waverly as compared to the same quarter in 2001. The decrease in franchise taxes
resulted from refund claims filed on prior year tax liabilities.
Federal Income Taxes
The provision for federal income taxes totaled $203,000 for the three months
ended September 30, 2002, an increase of $94,000, or 86.2%, compared to the same
period in 2001. This increase resulted primarily from the increase in net
earnings before taxes of $299,000, or 76.3%. The effective tax rates were 29.4%
and 27.8% for the three-month periods ended September 30, 2002 and 2001,
respectively.
ITEM 3: Controls and Procedures
(a) The Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Corporation's disclosure controls and
procedures (as defined under Rules 13a-14 and 15d-14 of the Securities Exchange
Act of 1934, as amended) as of a date within ninety days of the filing date of
this quarterly report on Form 10-QSB. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the
Corporation's disclosure controls and procedures are effective.
(b) There were no significant changes in the Corporation's internal
controls or in any factors that could significantly affect these controls
subsequent to the date of the Chief Executive Officer and the Chief Financial
Officer's evaluation.
12
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
On October 23, 2002, the Corporation held its 2002 Annual
Meeting of Shareholders. Two matters were submitted to the
shareholders for a vote. The shareholders elected five
directors to terms expiring in 2003 by the following votes:
For Against Abstain
William J. Burke 1,351,252 0 6,987
Lee O. Fitch 1,331,451 0 26,788
Gerald R. Jenkins 1,351,960 0 6,279
Louis M. Schoettle, M.D. 1,351,860 0 6,379
Robert M. Smith 1,344,310 0 13,929
The shareholders also ratified the selection of Grant Thornton
LLP as the Corporation's auditors for the 2003 fiscal year by
the following vote:
For: 1,350,839 Against: 5,392 Abstain: 2,008
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
Exhibits:
EX-99.1 Certification of Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350
EX-99.2 Certification of Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350
Reports on Form 8-K: None.
13
ASB Financial Corp.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ASB FINANCIAL CORP.
Date: November 12, 2002 By: /s/Robert M. Smith
---------------------- ------------------------------------
Robert M. Smith
President and Chief Executive Officer
Date: November 12, 2002 By: /s/Michael L. Gampp
---------------------- -------------------------------------
Michael L. Gampp
Chief Financial Officer
14
CERTIFICATION
I, Robert M. Smith, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ASB Financial Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002 /s/Robert M. Smith
---------------------------------------
Robert M. Smith
President and Chief Executive Officer
15
CERTIFICATION
I, Michael L. Gampp, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ASB Financial Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002 /s/Michael L. Gampp
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Michael L. Gampp
Chief Financial Officer
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