FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 0-25906
ASB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Ohio 31-1429488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
503 Chillicothe Street
Portsmouth, Ohio 45662
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (614) 354-3177
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
As of November 12, 1997, the latest practicable date, 1,668,698 shares of the
registrant's common stock, without par value, were issued and outstanding.
Page 1 of 14 pages
INDEX
Page
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
PART II - OTHER INFORMATION 13
SIGNATURES 14
2
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
September 30, June 30,
ASSETS 1997 1997
Cash and due from banks ................................................................ $ 339 $ 376
Interest-bearing deposits in other financial institutions .............................. 3,560 3,474
-------- --------
Cash and cash equivalents ..................................................... 3,899 3,850
Certificates of deposit in other financial institutions ................................ 3,759 4,258
Investment securities available for sale - at market ................................... 17,492 18,660
Mortgage-backed securities available for sale - at market .............................. 8,185 8,560
Loans receivable - net ................................................................. 76,076 74,136
Office premises and equipment - at depreciated cost .................................... 927 944
Federal Home Loan Bank stock - at cost ................................................. 688 675
Accrued interest receivable on loans ................................................... 134 95
Accrued interest receivable on mortgage-backed securities .............................. 72 78
Accrued interest receivable on investments and interest-
bearing deposits ..................................................................... 375 356
Prepaid expenses and other assets ...................................................... 545 604
Prepaid federal income taxes ........................................................... 98 62
Deferred federal income taxes .......................................................... 199 191
------- -------
Total assets .................................................................. $112,449 $112,469
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits ............................................................................... $ 89,254 $ 89,752
Advances from the Federal Home Loan Bank ............................................... 2,876 2,884
Other borrowed money ................................................................... 500 500
Advances by borrowers for taxes and insurance .......................................... 102 169
Accrued interest payable ............................................................... 745 112
Other liabilities ...................................................................... 1,460 1,351
-------- -------
Total liabilities ............................................................. 94,937 94,768
SHAREHOLDERS' EQUITY
Preferred stock, 1,000,000 shares authorized, no par
value; no shares issued ............................................................ - -
Common stock, 4,000,000 shares authorized, no par
value; 1,721,412 shares issued ..................................................... - -
Additional paid-in capital ........................................................... 8,023 8,023
Retained earnings .................................................................... 11,263 11,187
Shares acquired by stock benefit plans ............................................... (1,921) (1,921)
Unrealized gains on securities designated as available for sale,
net of related tax effects ......................................................... 424 412
Less 21,590 shares of treasury stock - at cost ....................................... (277) -
-------- --------
Total shareholders' equity .................................................... 17,512 17,701
-------- --------
Total liabilities and shareholders' equity .................................... $112,449 $112,469
======= =======
3
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30,
(In thousands, except share data)
1997 1996
Interest income
Loans ..................................................................................... $1,568 $1,434
Mortgage-backed securities ................................................................ 152 187
Investment securities ..................................................................... 375 348
Interest-bearing deposits and other ....................................................... 69 96
------ -----
Total interest income .............................................................. 2,164 2,065
Interest expense
Deposits .................................................................................. 1,194 1,111
Borrowings ................................................................................ 55 32
----- -----
Total interest expense ............................................................. 1,249 1,143
----- -----
Net interest income ................................................................ 915 922
Provision for losses on loans ............................................................... - 22
----- -----
Net interest income after provision for losses on loans ............................ 915 900
Other income ................................................................................ 65 52
General, administrative and other expense
Employee compensation and benefits ........................................................ 334 338
Occupancy and equipment ................................................................... 29 28
Federal deposit insurance premiums ........................................................ 14 599
Franchise taxes ........................................................................... 78 70
Other operating ........................................................................... 157 184
------ -----
Total general, administrative and other expense .................................... 612 1,219
------ -----
Earnings (loss) before income taxes (credits) ...................................... 368 (267)
Federal income taxes (credits)
Current ................................................................................... 136 (104)
Deferred .................................................................................. (14) 13
------ ------
Total federal income taxes (credits) ............................................... 122 (91)
------ ------
NET EARNINGS (LOSS) ................................................................ $ 246 $ (176)
====== ======
EARNINGS (LOSS) PER SHARE .......................................................... $.16 $(.11)
=== ====
4
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
1997 1996
Cash flows from operating activities:
Net earnings (loss) for the period ....................................................... $ 246 $ (176)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Amortization of discounts and premiums on loans,
investments and mortgage-backed securities - net ..................................... 11 (7)
Amortization of deferred loan origination fees ......................................... (17) (13)
Depreciation and amortization .......................................................... 20 28
Provision for losses on loans .......................................................... - 22
Federal Home Loan Bank stock dividends ................................................. (13) (12)
Increase (decrease) in cash due to changes in:
Accrued interest receivable .......................................................... (52) 46
Prepaid expenses and other assets .................................................... 59 66
Accrued interest payable ............................................................. 633 540
Other liabilities .................................................................... 109 669
Federal income taxes
Current ............................................................................ (36) (217)
Deferred ........................................................................... (14) 13
------- -------
Net cash provided by operating activities ......................................... 946 959
Cash flows provided by (used in) investing activities:
Proceeds from maturity of investment securities .......................................... 1,650 1,480
Purchase of investment securities designated as available for sale ....................... (468) (1,850)
Principal repayments on mortgage-backed securities ....................................... 371 457
Loan principal repayments ................................................................ 3,083 3,816
Loan disbursements ....................................................................... (5,006) (4,980)
Purchase of office premises and equipment ................................................ (3) (7)
Decrease in certificates of deposit in other financial institutions - net ................ 496 497
------ ------
Net cash provided by (used in) investing activities ............................... 123 (587)
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposit accounts .............................................. (498) 508
Repayment of Federal Home Loan Bank advances ............................................. (8) (7)
Advances by borrowers for taxes and insurance ............................................ (67) (69)
Dividends paid on common shares .......................................................... (170) (173)
Purchase of treasury stock ............................................................... (277) -
------ ----
Net cash provided by (used in) financing activities ............................... (1,020) 259
----- ------
Net increase in cash and cash equivalents .................................................. 49 631
Cash and cash equivalents at beginning of period ........................................... 3,850 3,836
----- -----
Cash and cash equivalents at end of period ................................................. $3,899 $4,467
===== =====
5
ASB Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended September 30,
(In thousands)
1997 1996
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Federal income taxes ..................................................................... $ - $155
== ===
Interest on deposits and borrowings ...................................................... $616 $603
=== ===
Supplemental disclosure of noncash investing activities:
Unrealized gains on securities designated as available for
sale, net of related tax effects ......................................................... $ 12 $ 89
==== ====
6
ASB Financial Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 1997 and 1996
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
consolidated financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. Accordingly, these
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto of ASB Financial Corp. (the
"Corporation") included in the Annual Report on Form 10-KSB for the year
ended June 30, 1997. However, in the opinion of management, all adjustments
(consisting of only normal recurring accruals) which are necessary for a
fair presentation of the financial statements have been included. The
results of operations for the three month period ended September 30, 1997
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 American Savings Bank, fsb (the "Savings Bank"). All
significant intercompany items have been eliminated.
3. Earnings Per Share
Earnings per share is computed based upon the weighted-average shares
outstanding during the period plus those stock options that are dilutive,
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 deemed outstanding, which gives effect to
95,482 and 111,352 unallocated ESOP shares, totaled 1,584,798 and 1,602,200
for the three months ended September 30, 1997 and 1996, respectively. There
is no material dilutive effect associated with the Corporation's stock
option plan for either of the three month periods presented.
4. Effects of Recent Accounting Pronouncements
In June 1996, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting
for Transfers of Financial Assets, Servicing Rights, and Extinguishment of
Liabilities", that provides accounting guidance on transfers of financial
assets, servicing of financial assets, and extinguishment of liabilities.
SFAS No. 125 introduces an approach to accounting for transfers of financial
assets that provides a means of dealing with more complex transactions in
which the seller disposes of only a partial interest in the assets, retains
rights or obligations, makes use of special purpose entities in the
transaction, or otherwise has continuing involvement with the transferred
assets. The new accounting method, referred to as the financial components
approach, provides that the carrying amount of the financial assets
transferred be allocated to components of the transaction based on their
relative fair values. SFAS No. 125 provides criteria for determining whether
control of assets has been relinquished and whether a sale has occurred. If
the transfer does not qualify as a sale, it is accounted for as a secured
borrowing. Transactions subject to the provisions of SFAS No. 125 include,
among others, transfers involving repurchase agreements, securitizations of
financial assets, loan participations, factoring arrangements, and transfers
of receivables with recourse.
7
ASB Financial Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1997 and 1996
4. Effects of Recent Accounting Pronouncements (continued)
An entity that undertakes an obligation to service financial assets
recognizes either a servicing asset or liability for the servicing contract
(unless related to a securitization of assets, and all the securitized
assets are retained and classified as held-to-maturity). A servicing asset
or liability that is purchased or assumed is initially recognized at its
fair value. Servicing assets and liabilities are amortized in proportion to
and over the period of estimated net servicing income or net servicing loss
and are subject to subsequent assessments for impairment based on fair
value.
SFAS No. 125 provides that a liability is removed from the balance sheet
only if the debtor either pays the creditor and is relieved of its
obligation for the liability or is legally released from being the primary
obligor.
SFAS No. 125 is effective for transfers and servicing of financial assets
and extinguishment of liabilities occurring after December 31, 1997, and is
to be applied prospectively. Earlier or retroactive application is not
permitted. Management does not believe that adoption of SFAS No. 125 will
have a material adverse effect on the Corporation's consolidated financial
position or results of operations.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
requires companies to present basic earnings per share and, if applicable,
diluted earnings per share, instead of primary and fully diluted earnings
per share, respectively. Basic earnings per share is computed without
including potential common shares, i.e., no dilutive effect. Diluted
earnings per share is computed taking into consideration common shares
outstanding and dilutive potential common shares, including options,
warrants, convertible securities and contingent stock agreements. SFAS No.
128 is effective for periods ending after December 15, 1997. Early
application is not permitted. Based upon the provisions of SFAS No. 128, the
Corporation's basic and diluted earnings per share for the three month
period ended September 30, 1997 would have been $.16 and $.15, respectively.
In February 1997, the FASB issued SFAS No. 129, "Disclosures of Information
about Capital Structure." SFAS No. 129 consolidated existing accounting
guidance relating to disclosure about a company's capital structure. SFAS
No. 129 is effective for financial statements for periods ending after
December 15, 1997. SFAS No. 129 is not expected to have a material impact
on the Corporation's financial statements.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and
losses) in a full set of general-purpose financial statements. SFAS No. 130
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. It does not require a specific format for that financial
statement but requires that an enterprise display an amount representing
total comprehensive income for the period in that financial statement.
8
ASB Financial Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1997 and 1996
4. Effects of Recent Accounting Pronouncements (continued)
SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section
of a statement of financial position. SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is
required. SFAS No. 130 is not expected to have a material impact on the
Corporation's financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 significantly changes
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about reportable segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. SFAS No. 131 uses a "management approach" to disclose financial
and descriptive information about the way that management organizes the
segments within the enterprise for making operating decisions and assessing
performance. For many enterprises, the management approach will likely
result in more segments being reported. In addition, SFAS No. 131 requires
significantly more information to be disclosed for each reportable segment
than is presently being reported in annual financial statements and also
requires that selected information be reported in interim financial
statements. SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. SFAS No. 131 is not expected to have a material impact on
the Corporation's financial statements.
5. Proposed Legislation
Congress is considering legislation to eliminate the federal savings and
loan charter and separate federal regulation of savings and loan
associations. Pursuant to such legislation, Congress may develop a common
charter for all financial institutions, eliminate the OTS and regulate the
Savings Bank as a bank or require it to change its charter to that of a
national bank. Management does not believe the pending legislation would
have a material effect on the consolidated financial statements of the
Corporation.
9
ASB Financial Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from June 30, 1997 to
September 30, 1997
At September 30, 1997, the Corporation's assets totaled $112.4 million, a
decrease of $20,000, or .02%, from the $112.5 million of total assets reported
at June 30, 1997. Liquid assets (i.e. cash, interest-bearing deposits,
certificates of deposit and investment securities) decreased by $1.6 million
during the three month period, to a total of $25.2 million at September 30,
1997. Investment securities decreased by $1.2 million, or 6.3%, due primarily to
maturity of $1.7 million of investment securities, partially offset by purchases
of $468,000. Mortgage-backed securities totaled $8.2 million at September 30,
1997, a $375,000, or 4.4%, decrease from June 30, 1997 levels, due primarily to
principal repayments during the period. Funds from these sources were used
primarily to fund loan originations.
Loans receivable increased by $1.9 million, or 2.6%, during the three month
period, to a total of $76.1 million at September 30, 1997. Loan disbursements
amounted to $5.0 million and were partially offset by principal repayments of
$3.1 million.
The allowance for loan losses totaled $820,000 at September 30, 1997 and June
30, 1997. At both September 30, 1997 and June 30, 1997, the allowance for loan
losses represented 74.5% of nonperforming loans, which totaled $1.1 million at
both dates. Although management believes that its allowance for loan losses at
September 30, 1997, is adequate based upon the available facts and
circumstances, there can be no assurance that additions to such allowance will
not be necessary in future periods, which could adversely affect the
Corporation's results of operations.
Deposits totaled $89.3 million at September 30, 1997, a decrease of $498,000, or
.6 %, from June 30, 1997 levels. Management continued its conservative pricing
strategy with respect to deposit accounts during the current interest rate
environment.
Shareholders' equity totaled $17.5 million at September 30, 1997, a $189,000, or
1.1%, decrease from June 30, 1997. The decrease resulted primarily from a
purchase of treasury shares totaling $277,000 during the period, which was
partially offset by undistributed net earnings of $76,000 and an increase in the
unrealized gains on securities designated as available for sale of $12,000.
The Corporation is required to meet each of three minimum capital standards
promulgated by the Office of Thrift Supervision ("OTS"), hereinafter described
as the tangible capital requirement, the core capital requirement and the
risk-based capital requirement. The tangible capital requirement mandates
maintenance of shareholders' equity less all intangible assets equal to 1.5% of
adjusted total assets. The core capital requirement provides for the maintenance
of tangible capital plus certain forms of supervisory goodwill equal to 3% of
adjusted total assets, while the risk-based capital requirement mandates
maintenance of core capital plus general loan loss allowances equal to 8% of
risk-weighted assets as defined by OTS regulations.
10
ASB Financial Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Discussion of Financial Condition Changes from June 30, 1997 to September 30,
1997 (continued)
At September 30, 1997, the Corporation's tangible and core capital totaled $13.3
million, or 12.1% of adjusted total assets, which exceeded the minimum
requirements of $1.7 million and $3.3 million by $11.6 million and $10.0
million, respectively. The Corporation's risk-based capital of $13.9 million, or
27.2% of risk-weighted assets, exceeded the current 8% requirement by $9.8
million.
Comparison of Operating Results for the Three Month Periods Ended September 30,
1997 and 1996
General
Net earnings amounted to $246,000 for the three months ended September 30,
1997, an increase of $422,000 over the $176,000 net loss reported for the
same period in 1996. The increase in earnings resulted primarily from a
$585,000 decrease in expense recorded for deposit insurance premiums during
the current quarter relating to the Savings Association Insurance Fund
("SAIF") recapitalization chargewhich was recorded during the 1996 quarter.
Additionally, the Corporation experienced a $22,000 decrease in all other
components of general, administrative and other expense, which was
partially offset by a $7,000 decrease in net interest income.
Net Interest Income
Net interest income declined by $7,000, or .8%, for the three months ended
September 30, 1997, compared to the 1996 period. Interest income on loans
increased by $134,000, or 9.3%, due primarily to a $6.0 million increase in the
average balance of loans outstanding year to year. Interest income on
mortgage-backed and investment securities and interest-bearing deposits declined
by $35,000, or 5.5%, due primarily to a decrease in the average portfolio yield
during the year. Interest expense on deposits increased by $83,000, or 7.5%, due
to a $5.9 million increase in the weighted-average deposit balance outstanding,
coupled with an increase in the cost of deposits year to year. Interest expense
on borrowings increased by $23,000 due to a $130,000 increase in the
weighted-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
Corporation, the status of past due principal and interest payments, general
economic conditions, particularly as such conditions relate to the Corporation's
market area, and other factors related to the collectibility of the
Corporation's loan portfolio. As a result of such analysis, management elected
not to record any provision for loan losses for the three month period ended
September 30, 1997. There can be no assurance that the allowance for loan losses
of the Corporation 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,
1997 and 1996 (continued)
Other Income
Other income increased by $13,000, or 25.0%, for the three months ended
September 30, 1997, compared to the same period in 1996, due primarily an
increase in deposit account fees and to an increase in miscellaneous
non-operating income.
General, Administrative and Other Expense
General, administrative and other expense decreased by $607,000, or 49.8%,
during the three months ended September 30, 1997, compared to the same period in
1996. This decrease resulted primarily from the absence of the $551,000 charge
recorded in 1996 in connection with the SAIF recapitalization assessment and a
$34,000 decrease in regular insurance premiums following the reduction in
premium rates due to the assessment.
Federal Income Taxes
The provision for federal income taxes increased by $213,000, or 234.1%, for the
three months ended September 30, 1997, as compared to the same period in 1996.
This change resulted primarily from the increase in net earnings before taxes of
$635,000, or 237.8%. The effective tax rates were 33.2% and 34.1% for the three
months ended September 30, 1997 and 1996, respectively.
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 22, 1997, 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:
Gerald R. Jenkins:
For: 1,471,962 Against: 2,200 Abstain: 5,490
William S. Burke:
For: 1,471,098 Against: 3,064 Abstain: 5,490
Lee O. Fitch:
For: 1,470,764 Against: 3,398 Abstain: 5,490
The shareholders also ratified the selection of Grant Thornton
LLP as the Corporation's auditors for the 1998 fiscal year by
the following vote:
For: 1,467,671 Against: 1,000 Abstain: 5,490
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: None.
Exhibit 27: Financial Data Schedule for the three
months ended September 30, 1997.
13
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: November 12, 1997 By: /s/Gerald R. Jenkins
------------------------------- --------------------
Gerald R. Jenkins
President and Chief
Executive Officer
Date: November 12, 1997 By: /s/Robert M. Smith
------------------------------- ------------------
Robert M. Smith
Vice President and
Chief Financial Officer
14