UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JANUARY 14, 2000 MFB CORP. (Exact name of registrant as specified in its charter) INDIANA (State or other jurisdiction of incorporation) 0-23374 35-1907258 (Commission File Number) (IRS Employer Identification No.) 121 SOUTH CHURCH STREET POST OFFICE BOX 528 MISHAWAKA, INDIANA 46544 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219) 255-3146 ITEM 5. OTHER EVENTS. Pursuant to General Instruction F to Form 8-K, the press release issued January 14, 2000 concerning the First Quarter Earnings is incorporated herein by reference and is attached hereto as Exhibit 1. Pursuant to General Instruction F to Form 8-K, the press release issued January 19, 2000 concerning the cash dividend announcement and stock repurchase program is incorporated by reference and is attached hereto as Exhibit 2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 1 -- Press Release dated January 14, 2000. Exhibit 2 -- Press Release dated January 19, 2000. 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 hereunto duly authorized. _______________________________________ Timothy C. Boenne, Vice President Dated: February 8, 2000 January 14, 2000 Point of Contact: Charles J. Viater MFB CORP. ANNOUNCES FIRST QUARTER EARNINGS Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the"Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $689,000 or $.48 diluted earnings per common share for the three months ended December 31, 1999, compared to $663,000 or $.45 diluted earnings per common share for the three months ended December 31, 1998, representing a 6.67% increase in earnings per share for the Corporation. Net interest income after provision for loan losses for the most recent three month period totaled $2.8 million compared to $2.3 million for the same period one year ago. During the three months ended December 31, 1999 total interest income increased by $560,000 compared to the same period one year ago, primarily as a result of the redeployment of assets from relatively lower earnings investments into the Bank's loan portfolio. Commercial and consumer loan receivables, including home equity and second mortgage loans, increased $34.5 million over the comparative three month periods. Total interest expense increased $59,000 reflecting the growth in savings account deposits and borrowed funds. Noninterest income increased from $304,000 for the three months ended December 31, 1998 to $358,000 for the most recent three month period, while noninterest expense increased from $1.5 million to $2.0 million for the comparable periods. The $54,000 noninterest income increase is primarily related to fees generated from the growing number of core deposit account relationships and income generated from the Bank's trust department formed in 1999. The noninterest expense increases are primarily attributable to staffing increases and renovated facilities to support lending operations along with expenses incurred in the offering of additional services to the Banks'customers. The Corporation has increased total assets from $346.5 million as of September 30, 1999 to $356.6 million as of December 31, 1999, an increase of $10.1 million (or 2.9%). Total net loans increased from $277.5 million to $288.6 million during this same three month period, an increase of $11.1 million (or 4.0%). The loan growth has been funded primarily by the growth in total savings deposits, securities sold under agreements to repurchase and additional borrowings through Federal Home Loan Bank advances. Total shareholders' equity increased from $31.2 million as of September 30, 1999 to $31.4 million as of December 31, 1999 mainly from net income of $689,000 offset by the repurchase of 7,500 shares of outstanding common stock during this period at a cost of $146,000, a cash dividend payment of $128,000 and a $260,000 adjustment to reflect the decrease in the market value of securities available for sale, net of tax. While achieving substantial growth, the Corporation continues to maintain asset quality that compares favorably to its industry peer group. The ratio of nonperforming assets to total assets as of December 31, 1999 was .05% compared to .08% as of December 31, 1998. The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the Michiana area through its main office in Mishawaka and five banking centers located in St. Joseph and Elkhart counties. MFB CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) December 31, 1999 and September 30, 1999 December 31, September 30, 1999 1999 ASSETS Cash and due from financial institutions $ 8,989,345 $ 6,315,747 Interest-bearing deposits in other financial institutions - short term 5,630,657 5,746,195 Total cash and cash equivalents 14,620,002 12,061,942 Interest-bearing time deposits in other financial institutions 1,100,000 1,000,000 Securities available-for-sale 34,454,705 38,170,143 Securities held to maturity 3,967,699 3,984,338 Federal Home Loan Bank (FHLB) stock, at cost 5,711,300 5,511,300 Loans held for sale, net of unrealized losses of $601,218 at 12/31/99 and $489,152 at 9/30/99 8,210,532 8,061,951 Loans receivable, net of allowance for loan losses of $707,000 at 12/31/99 and $638,465 at 9/30/99 280,351,838 269,464,085 Accrued interest receivable 1,481,497 1,363,318 Premises and equipment, net 4,533,441 4,413,409 Mortgage Servicing Rights, net of accumulated amortization Of $65,059 at 12/31/99 an $56,571 at 9/30/99 434,731 412,390 Investment in limited partnership 1,208,039 1,213,430 Other assets 511,455 797,380 TOTAL ASSETS $356,585,239 $346,453,686 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 7,866,686 $ 7,357,944 Savings, NOW and MMDA deposits 53,983,836 52,409,560 Other time deposits 141,383,579 141,639,885 Total deposits 203,234,101 201,407,389 Securities sold under agreements to repurchase 8,944,270 6,566,395 Other borrowings 111,225,750 104,225,750 Advances from borrowers for taxes and insurance 1,086,925 2,111,183 Accrued expenses and other liabilities 676,902 961,339 Total Liabilities 325,167,948 315,272,056 Shareholders' Equity Common Stock, 5,000,000 shared authorized; shares issued: 1,689,417 - 12/31/99 and 9/30/99 shares outstanding: 1,412,549 - 12/31/99, 1,420,049 - 9/30/99 13,046,898 13,016,302 Retained earnings - substantially restricted 25,980,743 25,419,722 Accumulated other comprehensive income (loss), net of tax (977,529) (717,823) Unearned Employee Stock Ownership Plan (ESOP) shares (172,963) (222,963) Treasury Stock, 276,868 common shares- 12/31/99 269,368 common shares - 9/30/99 (6,459,858) (6,313,608) Total shareholders' equity 31,417,291 31,181,630 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $356,585,239 $346,453,686 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 Three Months Ended December 31, 1999 1998 Total interest income $6,519,790 $5,959,522 Total interest expense 3,684,777 3,626,081 Net interest income 2,835,013 2,333,441 Provision for loan losses 75,000 45,000 Net interest income after provision for loan losses 2,760,013 2,288,441 Total noninterest income 357,542 304,157 Total noninterest expense 2,010,105 1,466,857 Income before income taxes 1,107,450 1,125,741 Income tax expense 418,624 463,038 NET INCOME $688,826 $662,703 Basic earnings per common share $ .49 $ .46 Diluted earnings per common share .48 .45 January 19, 2000 Point of Contact: Charles J. Viater President/CEO MFB CORP. ANNOUNCES DIVIDEND INCREASE AND STOCK REPURCHASE PROGRAM Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank"), announced today that the Corporation has declared a cash dividend of $ .095 per share of Common Stock for the quarter ended December 31, 1999. The dividend is payable on February 15, 2000 to holders of record on February 1, 2000. "This dividend represents a 5.6% increase over the dividend declared for the quarter ended September 30, 1999 and is directly attributable to the continued growth in the Bank's core earnings, " according to Charles J. Viater, President and CEO of both the Corporation and the Bank. In addition, the Board of Directors announced that they have approved the repurchase, from time to time, on the open market of up to 5% of the Corporation's outstanding shares of common stock, without par value ("Common Stock"), or 70,000 such shares. Such purchases will be made subject to market conditions in open market or block transactions. Repurchases may begin as early as January 21, 2000. According to Charles J. Viater, President of the Corporation, the Board believes that the Corporation's shares are currently undervalued by the market and that open market purchases will have the potential effect of enhancing the book value per share and the potential for growth in earnings per share of the Corporation's remaining outstanding shares. The foregoing discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. A number of factors could cause results to differ materially from the objectives and estimates expressed in such forward-looking statements. These factors include, but are not limited to, anticipated market prices and prices actually paid by the Corporation for its shares pursuant to the stock repurchase program announced herein. These factors should be considered in evaluating any forward-looking statements, and undue reliance should not be placed on such statements. The Corporation does not undertake and specifically disclaims any obligation to update any forward- looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements. The Bank, with assets of $356.6 million as of December 31,1999 is a wholly owned subsidiary of MFB Corp., providing retail and business financial services to the Michiana area through its main office in Mishawaka and five banking centers located in St. Joseph and Elkhart counties.